Loading...
HomeMy WebLinkAbout2009/03/24 Item 13CITY COUNCIL AGENDA STATEMENT ._--. _ ~, ~~~ CITY OF CHULAVISTA 3/24/09, Item? ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AWARDING ATHREE-YEAR CONTRACT WITH TWO OPTIONAL, CONSECUTIVE ONE-YEAR EXTENSIONS FOR ASSESSMENT DISTRICT AND COMMUNITY FACILITIES DISTRICT JUDICIAL FORECLOSURE SERVICES TO STRADLING YOCCA CARLSON & RAUTH, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE THE TWO ONE-YEAR EXTENSIONS AND EXECUTE ALL RELATED DOCUMENTS SUBMITTED BY: DIRECTOR OF PUBLIC WORKS DIRECTOR OF FINANCE~~I~ REVIEWED BY: CITY MANAGER v~ ASSISTANT CIT MANAGER G71 4/STHS VOTE: YES ^ NO SUMMARY The proposed agreement will retain the services of Stradling, Yocca, Carlson and Rauth to perform judicial foreclosure services on City Assessment Districts and Community Facilities Districts and coordinate the collection of all delinquent installment payments on these Districts, as requested by the City, for the time period of January 1, 2009 to June 30, 2012, plus two optional consecutive one-year periods, July 1, 2012 through June 30, 2013 and July 1, 2013 through June 30, 2014, if agreed upon by mutual consent of the City and the selected firm. This action will ensure that providing these required services fulfills the City's fiduciary responsibility to the bondholders as required by bond covenants. All costs associated with judicial foreclosure services and the collections of delinquent assessments are recovered from the delinquent property owners at no expense to the City. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378(b)(4) of the State CEQA Guidelines because it involves a governmental fiscal action without commitment to any specific project which may result in a potentially significant physical impact on the environment; therefore, pursuant to 13-1 3/24/09, Item ~ 3 Page 2 of 5 RECOMMENDATION Council adopt the resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION The City has formed 12 current Assessment Districts to provide financing of infrastructure, mostly for new developments. The bonds that were used to finance the improvements were issued pursuant to the Improvement Bond Act of 1915. Each District typically pays off these bonds over a 20-30 year period. The yeazly installment is collected on the tax bill of those who benefit from the improvements. One of the provisions of issuing 1915 Act limited obligation bonds is that the City must monitor the collection process and cause judicial foreclosure proceedings to commence in as little as 150 days of an installment becoming delinquent. The City's obligations to the bondholders aze outlined in the covenants in each District's bond indenture. In cases where the City does not initiate timely judicial foreclosure proceedings pursuant to the covenants, the City may become liable for the delinquent payment to the bondholders. The 1915 Bond Act states that the cost of collecting a delinquent installment is recoverable from the delinquent parcel. The delinquent installment, penalties, interest and collection costs will be collected from the delinquent parcels so that other parcels within the District will experience no additional cost. The City currently has ten Community Facilities Districts (CFDs), which fmance the construction of infrastructure through the issuance of bonds. The covenants in the bond indentures for each of these Districts stipulate that judicial foreclosure proceedings must be commenced against properties under common ownership with delinquent taxes of $5,000 or more, or $2,500 or more if the Reserve Fund is less than the Reserve Requirement. Due to the relatively high threshold amount, no proceedings have been required up to this point. However, it is necessazy to have Foreclosure Counsel available since documents aze required to be filed in court in as little as 90 days after identifying such a delinquency. The City will also need the flexibility to include any new CFDs, which may be formed during the period of this contract. The recommended action authorizes the Foreclosure Counsel to perform judicial foreclosure services for the City. Funds for this service will be advanced from the yearly administrative fee that the City collects from every parcel within the Assessment Districts and the administrative chazges collected from the CFDs as set forth by bond covenants in anticipation of ultimate recovery from the delinquent property owners. Administrative expenses .aze estimated each fiscal year for each Assessment District and included in the budgets. 13-2 3/24/09, Item ~~ Page 3 of 5 Consultant Selection Process The City has previously used qualified outside personnel to accomplish this work, in lieu of performing the activities in-house. The purposes for hiring outside personnel to perform these services are speed, expertise and cost. Stradling, Yocca, Carlson and Routh have special expertise in this area. Having such a specialist monitor these foreclosure actions and procedures will allow the City to meet its covenants in a timely manner and at a lower expense to the delinquent parcel. A Request for Proposals (RFP) was prepared by staff and sent to five firms. An advertisement inviting proposals was also published in The Star News on November 14, 2008. The RFP included a description of the scope of work and the timeframes for completion. Each firm was asked to indicate in its RFP: 1) general familiarity with Assessment Districts and Community Facilities Districts, 2) personnel qualifications, including subconsultants if so indicated, 3) capacity, resources or expertise to perform the work, 4) proximity of office to the City of Chula Vista, and 5) cost proposal. The following three firms responded to the RFP mailing and invitation and submitted proposals: Firm Name Best, Best and Krieger Burke, Williams and Sorenson, LLP Stradling, Yocca, Cazlson and Routh RFP Evaluation Process The selection committee consisted of the following members: Nadine Mandery, Treasury Manager Amy Partosan, Administrative Analyst Greg Davidson, CFD Consultant Location San Diego, CA Riverside, CA Newport Beach, CA The committee members were provided with individual copies of the proposals. All firms were invited to participate in the interview process and all three firms accepted. On December 11, 2008, the committee interviewed the firms. These firms were ranked in accordance with the following criteria: 1. Qualifications of personnel (13 points) 2. Adherence of Proposal to RFP Guidelines (13 points) 3. Resources available to Perform Tasks on Time and Within Budget (14 points) 4. Firm Experience Directly Related to Contract (13 points) 5. Quality of Presentation (10 points) 6. Response to Interview Questions (17 points) 7. Total Costs and Justification (20 points) 13-3 3/24/09, Item l~ Page 4 of 5 Each member of the interviewing panel awazded points to the three firms, with 100 points per member being the maximum and 300 points, the total maximum awazded by the entire committee per firm. The firms were ranked as follows: 1. Stradling, Yocca, Carlson and Routh 2. Best, Best and Krieger, LLP 3. Burke, Williams and Sorensen, LLP The selection committee is recotnmending Stradling, Yocca, Carlson and Routh as the best choice for the new contract. The committee based this on the firm's general strength in all areas including knowledge, experience handing similar matters for other agencies and municipalities, cost proposal, and general quality of work previously provided to the City. The City has used the services of Stradling, Yocca, Carlson and Routh for the past several years. The table below shows the proposed rates for legal services for each of the firms. Table 1: Legal Services Rates for Each Firm FIRYI ATTORNEY ASSOCIATE PARALEGAL iVIISCELLr1NE0US ATTORNEY Best, Best and $350 per hour $250 per hour $200 per hour N/A Krie er Burke, Williams $265 per hour N/A N/A N/A and Sorenson Stradling, Yocca $300 per hour $265 per hour $130 per hour $250 - $350 per hour for Carlson and Routh other attome s Contract Terms Generally, the provisions of the contract provide that Stradling, Yocca, Carlson and Routh will be responsible for coordinating judicial foreclosure services, as requested by the City, for the time period of January 1, 2009 to June 30, 2012, plus two optional one-year periods, July 1, 2012 through June 30, 2013 and July 1, 2013 through June 30, 2014, if agreed upon by mutual consent of the City and the selected firm. However, foreclosures processed may have occurred outside these time periods. The contract will be completed when all delinquent parcels assigned during the contract period have been resolved or upon notification from the City of contract termination. All fees would be billed monthly. The monthly statement will set forth the nature of the services provided during the preceding month and the total number of hours attributable to providing such services. In addition to the above fees, Stradling, Yocca, Carlson and Routh would be reimbursed for out-of-pocket expenses including normal and customary office expenses, document delivery and messenger fees, court costs, and travel at the direction of the City. 13-4 3/24/09, Item / 3 Page 5 of 5 DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found a conflict exists, in that Councilmember John McCann has property holdings within 500 feet of the boundaries of the property (Assessment District 90-3 and Community Facilities District 06I), which is the subject of this action. FISCAL IMPACT The yearly cost for the services aze unknown, but there will be no impact to the City's General Fund. The general nature of the regional and local economic picture and homeowners' general ability to fulfill their financial obligation would affect the number of pazcels that become delinquent and trigger the foreclosure process. Since expenses will be incurred prior to the resolution of each case, funds will be advanced From the yearly administrative fees collected from the Assessment Districts and CFDs. Once each case is resolved, the owners of the delinquent parcels would pay all legal expenses and the Assessment District or CFD accounts would be reimbursed. Since all collection costs are recovered for the delinquent pazcels, there is no fiscal impact to the City. By going through this process and collecting the delinquent assessments, the City will meet its obligations as required by bond covenants and thereby avoid any liabilities associated with these delinquent assessments. ATTACHMENTS 1. Agreement Between the City and Stradling Yocca Carlson & Routh. Po~epnred by: Amy Partosan. Administrative Analyst /!, Public Works Dept. M:\EngineerWGENDA\CAS2009\03-24-09Vudicial Foreclosure Agenda Statement-JDSM Redline-F[NAL.doc 13-5 RESOLUTION N0.2009- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AWARDING ATHREE-YEAR CONTRACT WITH TWO OPTIONAL, CONSECUTIVE ONE-YEAR EXTENSIONS FOR ASSESSMENT DISTRICT AND COMMUNITY FACILITIES DISTRICT JUDICIAL FORECLOSURE SERVICES TO STRADLING YOCCA CARLSON & RAUTH, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE THE TWO ONE-YEAR EXTENSIONS, AND EXECUTE ALL RELATED DOCUMENTS WHEREAS, the purpose for hiring outside personnel to perform assessment district and community facilities district judicial foreclosure services is speed, expertise and cost; and WHEREAS, the proposed action will retain the services of Stradling, Yocca, Cazlson and Rauth to perform judicial foreclosure services on City Assessment Districts and Community Facilities Districts and coordinate the collection of all delinquent installment payments on these Districts as requested by the City, for the time period of January 1, 2009, to June 30, 2012, plus two optional consecutive one-year periods; and WHEREAS, the proposed action will ensure that providing these required services fulfills the City's fiduciary responsibility to the bondholders and that all costs associated with these services and the collections of delinquent assessments are recovered from the delinquent property owners at no expense to the City. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista does hereby awazd a three-year contract with two optional, consecutive one-year extensions for Assessment District and Community Facilities District judicial foreclosure services to Stradling Yocca Cazlson & Rauth, on file in the Office of the City Clerk. BE IT FURTHER RESOLVED, that the City Manager is authorized to negotiate the two one-yeaz extensions to the Agreement, and to execute all related documents on behalf of the City of Chula Vista. Presented by Approved as to form by Richazd A. Hopkins Director of Public Works -~ ~-t C. t~Iies~el ~ity Attorney 13-6 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL ,~ ies eld ~ 'City Attorney Dated: ~~~ ~ -) Agreement between Stradling Yocca Carlson & Rauth for Assessment Districts and Community Facilities Districts Judicial Foreclosure Services 13-7 LEGAL SERVICES AGREEMENT THIS AGREEMENT is entered into this day of Mazch 2009, by and between the City of Chula Vista, (hereinafter "the CITY") and Stradling Yocca Carlson & Routh (hereinafter "ATTORNEYS"). RECITALS The following recitals are a substantive part of this Agreement: 1. ATTORNEYS represent they are qualified by virtue of experience, training, education and expertise to accomplish the services necessary under [his Agreement. AGREEMENT THE PARTIES MUTUALLY AGREE AS FOLLOWS: Term of A¢eement. This Agreement shall cover services rendered from the above-referenced effective date of this Agreement until June 30, 2012, plus two optional one-year periods, July 1, 2012 through June 30, 2013 and 7uly 1, 2013 through June 30, 2014, if agreed upon by mutual consent of the City and the ATTORNEYS. 2. Services to be Provided. The services to be performed by ATTORNEYS shall consist of any and all tasks reasonably required to advise, assist and fully represent the CITY in all legal matters presented to ATTORNEYS and on any matters in litigation, wherein ATTORNEYS aze consulted by, or appears on behalf of, the CITY. ATTORNEY'S services shall include, but are not limited to, any and all reasonably required legal representation on behalf of the CITY. Compensation -ATTORNEY shall be compensated as follows: 3.1 Amount. The CITY shall compensate ATTORNEY for services rendered at the following hourly rates: Shareholder (Allison E. Bums) $300/hour Associates (Jennifer Yu) $265/hour Additional Attorneys $250 - 350/hour Paralegals $130/hour 13-8 Travel time shall be billed at the same hourly rate. Except for reimbursable expenses as defined below, such hourly compensation shall be the sole and total remuneration for services rendered pursuant to this Agreement. The total amount of service and costs to be paid under this agreement shall not exceed $50,000.00, without the express written authorization of the City. 3.2 Billing. ATTORNEYS agree to provide detailed invoicing of all billing for services on a monthly basis. Monthly invoices shall begin on the first of the month following the execution of the Agreement herein. All charges must be itemized by ATTORNEYS, showing in detail the work task performed during the billing entry. All charges must be presented in a line item format and in a manner such that each task is separately explained in reasonable detail, and with a specific time allocation recorded. The invoice shall include the amount, billing rate and basis for calculation of all fees and costs. The CITY will not accept, and will not be responsible for block or cumulative invoice entries. ATTORNEYS shall not chazge the CITY for more than one ATTORNEY'S time when appeazing at a meeting, in Court, or for performing any task unless the CITY has expressly authorized the use of two or more ATTORNEYS for the appeazance or task. All billing for work performed under this Agreement shall be sent to the following: Amy D. Partosan Administrative Analyst II City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 3.3 Reimbursements for Expenses. ATTORNEYS shall keep accurate records of all costs, travel and expenses. These records shall be made available to the CITY upon reasonable request. The CITY will reimburse actual, reasonable and necessary out of pocket expenses incurred by ATTORNEYS in performing any services under this Agreement as follows: a. Photocopying chazges at no more than $0.25 per page. b. Facsimile charges at no more than $1.00 per page. a Computerized legal reseazch at the actual amount charged to ATTORNEYS. However, all computerized legal reseazch must be authorized and approved in advance by the CITY. d. Pazking Fees at the actual amount charged to ATTORNEYS 13-9 e. Travel/Mileage at IRS RATES per mile. Any travel fees incurred outside of San Diego County must be authorized and approved in advance of the CITY. f. Statutory Fees, Witness fees, Reporters fees, Stenographic transcription, jury fees and the cost of serving process actually incurred by ATTORNEYS. g. ATTORNEYS may seek reimbursement for any actual, reasonable and necessary expenses incurred on items not identified above with the prior authorization and approval by the CITY. The CITY will not reimburse ATTORNEYS for any additional charges incun•ed due to "rush" deliveries or "late" charges, unless such expenses are approved in advance by the CITY and the need for such services is determined by the CITY to be reasonably beyond the control of ATTORNEYS. To obtain reimbursement, ATTORNEYS shall submit a monthly summary of expenses, along with all supporting receipts, within thirty (30) days of the expense being incurred. 3.4 Expert Consultations and Witnesses. Expert consultations and witnesses, and any investigators, may be retained on terms acceptable to the CITY, authorized and approved in advance, for which the CITY shall reimburse the ATTORNEYS or pay investigators, consultants or experts directly. In no event shall ATTORNEYS retain any service of any expert, investigator or consultant without first receiving express authorization and approval from the CITY. 4. Insurance. 4.1 Professional Errors and Omissions Insurance. ATTORNEYS shall obtain and maintain in full force and effect at all times Professional Errors and Omissions Liability Insurance. Such insurance shall provide coverage in an amount not Tess than two million dollazs ($2,000,000.00) per occurrence and four million dollazs ($4,000,000.00) aggregate. The CITY reserves the right to require insurance for a higher coverage than the minimum limits noted above. Alf insurance carriers shall hold a Best rating of "A+" or better. The insurance policy required under this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage, or in limits, except after thirty (30) days prior written notice, by certified mail return receipt requested, given to the CITY. 13-10 Said insurance policy shall provide coverage to the CITY for any damages or losses suffered by the CITY as a result of any error or omission, or neglect by ATTORNEYS which azise out of the services rendered under this Agreement. Such insurance may not be subject to a self-insured retention or deductible in an amount in excess of Five thousand ($5,000.00) dollars without prior written authorization and approval by the CITY. ATTORNEYS shall, within ten (10) days after entering into this Agreement, and before commencing or performing any services under the Agreement, deposit with the CITY ATTORNEY of the CITY, a certificate of insurance certifying that all insurance required herein is, and will be, in full force and effect from the time the Agreement is entered into until completion or termination of this Agreement. The Certificates of Insurance must be renewed at least fifteen (15) days prior to expiration. ATTORNEYS shall not commence any work under this Agreement until ATTORNEYS have obtained all CITY approved insurance. All insurance required shall be carried only by responsible insurance companies licensed to do business in Califomia and shall name as additional insured the CITY, its elected officials, officers, employees, agents and representatives. All policies shall contain language to the effect that: (1) the insurer waives any right of subrogation against the CITY and the CITY's elected officials, officers, employees, agents, and representatives; (2) insurance shall be primary non- contributing and any other insurance carried by the CITY shall be excess over such insurance; and, (3) such insurance shall not be cancelled or materially changed except after thirty (30) days notice by the insurer to the CITY by certified mail. ATTORNEYS shall furnish the CITY with copies of all applicable policies promptly upon receipt. Nothing in this section shall be construed to make ATTORNEYS other than a Consultant for all purposes. ATTORNEYS agree to notify the CITY in the event that the limits shall fall below the coverage stated above or if the insurance policies noted here are allowed to lapse and substitute insurance is, or is not, obtained. 4.2 Workers Compensatron Insurance. ATTORNEY shall obtain and maintain workers compensation insurance in accordance with section 3700 of the Califomia Labor Code. 5. Indemnification. 5.1 Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be 13-11 caused by the acts or omissions of the ATTORNEYS, or ATTORNEYS's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section 5.2, the ATTORNEYS agree to defend, indemnify, protect, and hold harmless the CITY, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the CITY, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the ATTORNEYS, its employees, agents or officers, or any third party. The ATTORNEYS's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the CITY, its agents, officers or employees. This section in no way alters, affects or modifies the ATTORNEYS's obligation and duties under Section 2 to this Agreement. 5.2 Indemnification for Professional Services. As to the ATTORNEYS's professional obligation, work or services involving this Project, the ATTORNEYS agrees to indemnify, defend and hold harmless the CITY, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of ATTORNEYS and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by CITY or the agents, servants, or independent contractors who are directly responsible to CITY, or arising from the active negligence of CITY. 6. Citv Agent. Bart Miesfe[d, City Attorney, for the purposes of this Agceemi=nt, is the Agent for the CITY. Whenever authorization or approval is required, ATTORNEYS understand that the City Attorney has the authority to provide the authorization or approval. 7. Independent Contractor. ATTORNEYS, and anyone employed by ATTORNEYS, are not and shall not be, deemed employees of the CITY. ATTORNEYS are solely responsible for the payment of employment taxes, workers compensation taxes, and any other taxes for employees. 8. Conflict of Interest. ATTORNEYS represent that they presently have no material financial interest other than that which may be held by the general public and shall not acquire any interest, direct or indirect, in any contract or decision made on behalf of the CITY which may be affected by the services to be performed by ATTORNEYS under [his Agreement. ATTORNEYS further agee that no 13-12 person having any such interest shall be employed by them. if ATTORNEYS, or their employees, acquire a direct or indirect personal interest, such interest shall be immediately disclosed to the CITY and the interested individual shall abstain from any contracts or decisions under this Agreement. In addition to the proscriptions regazding conflicts of interest imposed on ATTORNEYS by the Business and Professions Code and by Califomia Rules of Professional Conduct, ATTORNEYS represent that no ATTORNEY shall represent clients before any board, commission, committee or agency of the CITY or represent any client with interests adverse to the CITY. Furthermore, ATTORNEYS shall at all times avoid conflicts of interest or the appearance of a conflict of interest in performance of this Agreement. ATTORNEYS shall immediately notify the City Attorney of any circumstances, or change of circumstances, [hat may provide for the potential for a conflict of interest, or actual conflict of interest. Non-Liability of Officials/Emnlovees of the CITY. No official or employee of the CITY shall be personally liable for any default or liability under this Agreement. 10. Compliance with Law. ATTORNEYS shall comply with all applicable laws, ordinances, codes and regulations of the Federal, State and local governments. In addition, ATTORNEYS agree to abide by all ethical and moral standards as represented by the Rules of Professional Conduct as applied to the California State Baz. 11. Work Product. All documents, or other information developed or received, by ATTORNEYS shall be the property of the CITY. ATTORNEYS shall provide the CITY with copies of items upon reasonable demand or upon termination of this Agreement. 12. Notices. All notices shall be personally delivered or mailed, via first class mail, to the below listed address. [n addition, such addresses shall be used for delivery for service of process. ATTORNEYS agree to notify the CITY within ten (]0) days of the date of any change of address and agrees to keep an updated address with the applicable Courts on any matters that ATTORNEYS aze representing the CITY. a. Address of ATTORNEYS is as follows: Allison E. Bums Stradling Yocca Carlson & Routh 13-13 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6441 b. Address of CITY is as follows: Nadine Mandery Treasury Manager City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 or Amy D. Partosan Administrative Analyst II City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 13. Default/I'erminationofAereement. CITY and ATTORNEYS shall have the right to terminate this Agreement without cause by giving fifteen (15) days written notice. However, ATTORNEYS shall not substitute out as Attomeys of record on any matters it may be representing the CITY without first obtaining written consent from the CITY, or first obtaining an appropriate Court Order, allowing ATTORNEYS to withdraw as counsel of record. 14. Limitations Upon AssienmenUSubcontractine. ATTORNEYS agrees that nc portion of their performance or services rendered under this Agreement shall be assigned by ATTORNEYS or subcontracted to any other without prior written authorization and approval ofthe CITY. 15. Non-Discrimination. ATTORNEYS covenant there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement. 16. Time of Essence. Time is of the essence in the performance of this Agreement. 17. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement as herein stated. 18. Attorneys' Proposal. 13-14 This Agreement shall include ATTORNEYS proposal or bid, if any, which is incorporated herein. In the event of any inconsistencies between the terms of the proposal and this Agreement, this Agreement shall govern. 19. Entire Agreement. This Agreement represents the Parties' final and mutual understanding. This Agreement supersedes any previous Agreements, oral or written. 20. Modification. This Agreement shall not be modified or replaced except by another signed, written Agreement, properly executed by the parties. 21. Waiver. The waiver of any breach or any provision of this Agreement does not waive any other breach of that term, or any other term, in this Agreement. 22. PartialInvalidiri. If any part of this Agreement is found for any reason to be unenforceable, all other parts nonetheless shall remain in force. 23. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any action commenced regarding this Agreement shall be filed in the Central Branch of the San Diego Superior Court. 24. Interpretation. This Agreement shalt be interpreted as though prepared by both parties. 25. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the CITY and ATTORNEYS survive the termination of this Agreement. 26. Financial Interests. If ATTORNEYS is designated on Exhibit A, as a Fair Political Practices Commission ("FPPC") Filer, ATTORNEYS are deemed to be a "ATTORNEYS" for the 13-15 purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Exhibit A, or if none aze specified, then as detemtined by the CITY ATTORNEY. 13-16 IN WITNESS WHEREOF, these parties have executed this Agreement on the day and year shown hereinabove. Date: Date: CITY OF CHULA VISTA By: ATTEST: By: City Clerk Date: / ~ ~ '(J Stradling, Yocca, Cazlson & Rauth By: ~~ A ison E. B , Shazeholder Approved as to Form: Bart C. Miesfeld City Attomey l0 13-17 Bart C. Miesfeld City Attorney EXHIBIT "A" TO LEGAL SERVICES AGREEMENT WITH STRADLING YOCCA CARLSON & RAUTH (2009) STATEMENT OF ECONOMIC INTERESTS Attomeys: Not Applicable. Not a Fair Political Practices Commission ("FPPC' Filer. (X) FPPC Filer. If Attomeys in the performance of its services under this agreement: (1) conducts research and arrives at conclusions with respect to its rendition of information, advice, recommendations or counsel independent of the control and direction of the City or of any City official, other than normal contract monitoring; and (2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendations or counsel, Attomeys should not be designated as an FPPC Filer. If Attomeys are designated as FPPC filers, specify below which disclosure categories apply: (X) 1. All investments, sources of income and business positions; (X) 2. Interests in real property; (X) 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the Public Works Department; (X) 4. Investments and business positions in business entities and sources of income that engage in land development, constmction or the acquisition or safe of real property; (X) 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the Redevelopment Agency to provide services, supplies, materials, machinery or equipment; (X) 6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment; List the interests in real property within 2 radial miles of Project Property, if any: 13-18