HomeMy WebLinkAbout2010/01/26 Item 4
CITY COUNCIL
AGENDA STATEMENT
~ \ ft.. CllY OF
. · - (HULA VISTA
JANUARY 26, 2010, Item~
ITEM TITLE:
RESOLUTION OF THE CITY COUNCL, THE REDEVELOPMENT
AGENCY, THE PUBLIC FINANCING AUTHORITY, THE
HOUSING AUTHORlTY, AND THE INDUSTRlAL
DEVELOPMENT AUTHORlTY OF THE CITY OF CHULA
VISTA, WAIVING THE FORMAL CONSULTANT SELECTION
PROCESS AS IMPRACTICAL AND APPROVING AN
AGREEMENT WITH STRADLING, YOCCA, CARLSON &
RAUTH FOR BOND AND DISCLOSURE COUNSEL SERVICES
SUBMITTED BY
DIRECTOR OF FINANCE/TREASURER1~
CITY MANAGER~
ASSISTANTCIT~vtrANAGER '7-)
REVIEWED BY:
4/5THS VOTE: YES D NO ~
SUMMARY
The law film of Stradling, Yocca, Carlson and Rauth ("SYCR") has served as the City's bond
counsel for the City's Certificates of Participation and Tax Allocation Bond refimdings and
restructurings, the City's Housing Authority and Industrial Development Authority since 1997.
This agreement serves to update the terms, conditions, pricing of Bond Disclosure and Counsel
services and the pricing of additional as-needed services. The agreement shall expire on
December 31, 2012 with the ability to extend the agreement with three one-year options. The
consultant selection process is being waived for this agreement, pursuant to CVMC S2.56.11 O.F.,
due to SYCR's unique qualifications, background and experience.
Historically, the Finance Department has used the RFP process for Financial! Auditing services.
Occasionally, due to the expertise of some firms or timing constraints, the Department has
requested a sole source selection. During the past two years, the Department has conducted
RFP's for Financial Advisor, Investment Banking Services, CFD Administration, Office Supply
Contract, Printer Maihtenance/Supplies and Auditing Services. Finance is requesting a sole
source selection for SYCR because they have served as bond counsel assisting and have assisted
the City in issuing several Certificates of Participation and Tax Allocation Bonds over the past
12 years. SYCR has intimate knowledge of how the original financings were structured and this
historical information puts them in a unique position to advise the City on the most optimal
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January 26, 2010, Item~
Page 2 of 3
restructuring alternatives. Most recently Bond counsel represented the City before the Internal
Revenue Service for the audit of the bond proceeds from the 2004 Certificates of Participation -
Civic Center Phase 1. The audit concluded favorably to the City in all respects. The selection of
bond counsel was done in collaboration and with the approval of the City Attorney.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that approving the agreements
are not a "Project" as defmed under Section 15378 ofthc State CEQA Guidelines because it will not
result in a physical change to the environment; therefore, pursuant to Section 15060(c)(3) of the
State CEQA Guidelines the actions proposed are not subject to CEQA.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION:
On December 10, 2009, the Chula Vista Redevelopment Corporation approved the
recommendation that the Redevelopment Agency and Housing Authority approve the agreement.
DISCUSSION
The law firm of Stradling, Yocca, Carlson and Rauth has served as the City's bond counsel for
the City's Certificates of Participation and Tax Allocation Bond refundings and restructurings
since 1997. Bond counsel has also served as disclosure counsel to the City assisting in the
preparation of the Official Statements for the financings. Bond counsel has also provided
various post-issuance services at the request of the City. Most recently Bond counsel
represented the City before the Internal Revenue Service for the audit of the bond proceeds trom
the 2004 Certificates of Participation - Civic Center Phase I. The audit concluded favorably to
the City in all respects.
SYCR's prior work with the City, its expertise in the higWy-specialized field of public tinance, and
its experience with refunding bond issues, certificates of participation and tax and revenue
anticipation notes, make SYCR uniquely qualified to serve as the City's bond counsel. Waiving the
consultant selection process for bond counsel makes sense for the following reasons. First, as a
result of the significant reduction in development-related fees currently being collectcd and in order
to meet its long-term fmancial goals, the City is anticipating restmcturing a portion of its fmancial
obligations. SYCR has intimate knowledge of how the original financings were stmctured and this
historical information puts them in a unique position to advise the City on the most optimal
restmcturing alternatives. Second, retaining Bond counsel will provide continuity for the City in
legal advice for the preparation of Official Statements. In recent years, the Securities and Exchange
Commission has emphasized the importance of municipal disclosure. Bond counsel is a very
experienced firm on disclosure matters ranking first in California (ranked by California Debt and
Advisory Commission) and second in the country last year in the disclosure counsel rankings
(nationally ranked by Thomson Reuters owners of the Bond Buyer periodical). Third, Bond
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January 26,2010, Item 4-
Page 3 of 3
counsel has provided excellent service to the City throughout the term of its contract always
meeting deadlines and supporting staff throughout the financing process.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations section
18704.2(a)(I) is not applicable to this decision.
CURRENT YEAR FISCAL IMP ACT
There is no direct fiscal impact to the General Fund as a result of the recommended action. The
fiscal impact upon future debt issues will vary depending on the size and type of the issue. All
costs to be incurred will be paid solely from the proceeds of each particular transaction and
therefore become part of the long-term debt cost of issuance.
ONGOING FISCAL IMPACT
There is no anticipated ongoing fiscal impact by approving this action.
ATTACHMENTS
SYCR Agreement
Prepared by
Phillip Davis, Assistant Director. Finance Department
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THE A TT ACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON AFPROV AL BY
THE CITY COUNCIL
-~/!::!:~r-
City Attorney
Dated:
I / ,}-1 / {O
f I
LEGAL SERVICES AGREEMENT BETWEEN
THE CITY OF CHULA VISTA, THE REDEVELOPMENT
AGENCY OF HIE CITY OF CHULA VISTA,
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF CHULA VISTA AND THE
PUBLIC FINANCING AUTHORITY OF THE
CITY OF CHULA VISTA AND
STRADLING, YOCCA CARLSON & RAUTH PROVIDING
BOND AND DISCLOSURE COUNSEL SERVICES
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LEGAL SERVICES AGREEMENT
This Legal Services Agreement (the "AGREEMENT") is entered into this 5th day of
November, 2009, by and between the City of Cbub Vista, the Redevelopment Agency of the
City of Chula Vista, the Housing Authority of the City of Chula Vista, the Industrial
Development Authority of the City of Chub Vista and the Public Financing Authority of the
City of Chula Vista (collectively, "the CITY") and Stradling, Y occa Carlson & Rauth, a
Professional Corporation ("ATTORi"lEYS").
RECITALS
The following recitals are a substantive part of this AGREEMENT:
1. ATTORNEYS represent they are qualified to accomplish the services necessary
under this AGREEMENT, by virtue of experience, training, education and
expertise in providing bond and disclosure counsel services.
2. CITY is desirous oftaking advantage of said knowledge and expertise.
3. ATTORNEYS warrant and represent that they are experienced and staffed in a
manner such that they are able to deliver the services required of ATTORNEYS
to CITY within the tiIDe frames provided in this AGREEMENT and in
accordance with the terms and conditions of this AGREEMENT.
AGREEMENT
THE P ARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement.
This AGREEMENT shall cover services rendered from the above-referenced
effective date of this AGREEMENT until December 31, 2012, or upon the completion of all
services, whichever is earlier. The CITY and ATTORNEYS may, by mutual agreement, extend
the term of this AGREE1vfENT for up to three one-year periods, subject to approval of the CITY
Attorney, the CITY Finance Director and the CITY Manager.
2. Services to be Provided.
The services to be performed by ATTORNEYS shall consist of the following services as
are necessary for the issuance of bonds or ongoing debt management:
a. Provide ongoing legal advice concerning the financing issues which arise
during the term ofthe AGREEMENT.
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b. Consult with staff, underwriters, and financial advisors in providing legal
advice concerning the structure of contemplated debt issues.
c. Prepare all legal proceedings deemed necessary or advisable for the
authorization, issuance and delivery of bonds; including preparation of: (i)
any documentation required for the loan of bond proceeds, any Indenture
of Trust, trust agreements, resolutions, or other documents authorizing the
issuance of the bonds, all agreements providing collateral security for the
bonds except as may be within the scope of responsibility of any attorneys
representing other parties to the transaction; (ii) all necessary resolutions,
notices of hearings, California nebt Advisory Commission filings and
other reports and documents; (iii) all certificates, deeds, requisitions,
receipts and other documents required in connection with the delivery of
the bonds to the original purchaser thereof; and (iv) all other proceedings
of the CITY incidental to or in connection with the issuance, sale and
delivery of the bonds.
d. Apply for any Internal Revehue Service or other rulings deemed necessary
by ATTORNEYS and CITY staff to ensure the exemption of interest on
the bonds from Federal or, if applicable, State personal income taxation.
e. Provide a legal opinion (i) approving in all respects the legality of all
proceedings ofthe. transaction for the authorization, issuance and delivery
of the bonds and related agreements to which the CITY is a party, and (ii)
stating that interest on the bonds is exempt from Federal and State
personal income taxation, subject only to any qualifications as may be
customary under and as required by applicable Federal tax law. Such
opinion, shall be addressed to the CITY, provided, however, that
ATTORNEYS shall be entitled to execute letters to other interested parties
entitling such parties to rely upon such opinion. In addition, subject to the
completion of proceedings to the satisfaction of ATTORNEYS,
ATTORNEYS shall provide such additional legal opinions to the CITY,
the original purchaser of the bonds, and other interested parties as shall be
requested of and deemed appropriate by ATTORNEYS.
f. Participate in the preparation of those portions of the Official Statement,
relating to the accuracy, completeness and legality of the description of the
bonds, the legal document prepared by ATTORNEYS, and all other
matters relating to the validity of the bonds.
g. For transactions on which ATTORJ.'ffiYS are serving as disclosure counsel
to CITY, assist in the preparation of the Official Statement and advise
CITY regarding federal securities law.
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h. Provide such other services as are customarily perfonned by bond counsel
on similar financing transactions.
3. Compensation - ATTORi'ffiYS shaIl be compensated as follows:
3.1 Amount. For perfonnance of all of the services by ATTORNEYS as
required by this AGREEMENT, CITY shall pay a single, fixed-fee as set forth below:
a. Disclosure Counsel Services
For transactions in which Consultant acts as Disclosure Counsel, it
shaIl be paid a single, fixed-fee of$30,000, payable at the closing
of the bond sale.
b. Bond Counsel Services"
For transactions in which Consultant acts as Bond Counsel, it shall
be paid a single, fixed-fee, payable at the closing of the bond sale,
pursuant to the foIlowing schedule:.
. .
'Public Agency Revenue Bonds, Tax Allocation Bonds and Certificates of Participation'.
Total Principal Amount of Bonds Sold Fee
$10,000,000 or less $35,000
$10,000,000 or morc $35,000 plus 0.10 of 1% ofthe excess over $10,000,000
Housin Bonds, Indnstrial Develo
Total Princi al Amount of Bonds Sold
$10,000,000 or less
$10,000,001 or more
ment Authorit
$45,000
$45,000 Ius 0.10 of! % of the excess over $10,000,000
The compensation set forth in sections 3. 1. a. and 3.1.b., above, shaIl be the sole and total
remuneration for defined scrvices rendered pursuant to section 2. of this AGREEMENT
("Defined Services").
c. Additional Services. In addition to perfonning the Defined
Services, CITY may require A TTORi"ffiYS to perform additional legal services related to the
Defined Services ("Additional Services"). If the Additional Services are within the scope of
services offered by ATTORNEYS and ATTORNEYS are requested, in writing, to perfonn the
Additional Services, ATTORNEYS shaIl do so and shaIl be compensated at the foIlowinghourly
rates:
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Through December 31. 20 I 0
Shareholders:
Associates:
Paralegals:
$450.00/hour
$290.00/hour
$130.00/hour
Hourly rates may increase by 6% for services rendered after December 31, 2010.
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 Additional
Services rendered pursuant to this AGREEMENr.
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 ATTORi'ffiYS,
showing in detail the work task performed during the billing entry. All charges must be
p~esented in a line item format and in a manner such that each task is separately explained in
'reaionable detail, and with a specific time allocation'recorded, for each task. The invoice'shail
include the amount, billing rate and basis for calcull;tii:m of all fees al'i.d costs.
, The CITY will not accept, and will not be responsible for bldck ~r cumulative invoice ,
'entries. ATTORNEYS shall not charge the CITY for more than one ATTORNEY'S time when
appearing 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 appearance or task.
All billing for work performed under this Agreement shall be sent to the following:
Bart Miesfe1d
City Attorney
CityofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
(619) 691-5037
3.3 ReimbursementsJor 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 Additional Services under this AGREEMENT as
follows:
a. Photocopying charges at no more than $0.15 per page.
b. Facsimile charges at no more than $1.00 per page.
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c. Computerized legal research at the actual amount charged to
ATTORNEYS. However, all"computerized legal research must be
authorized and approved in advance by the CITY.
d. Parking Fees at the actual amount charged to ATTORl'lEYS.
e. Travel/Mileage at the rate of $.36 per mile. Any travel fees
iucurred 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 scrving 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 ~~t reimburse ATTORl'lEYS for any additional charges incurred 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 ofthe 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 ATTO&"\!EYS 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.] 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 less than two million dollars ($2,000,000.00) per occurrence and four milliou
dollars ($4,000,000.00) aggregate. The CITY reserves the right to require insurance for a higher
coverage than the minimum limits noted above. All insurance carri ers providing coverage in
excess of the first $],000,000 shall hold a Best tating of"A-" or better.
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Said insurance policy shall provide coverage for any damages or losses caused by
ATTORNEYS as a result of any error or omission, or neglect by A TTORt"lEYS which arise 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 Iosurance must be
renewed at least fifteen (15) days prior to expiration.
ATTORt'ffiYS shall not commence any work. under this AGREEMENT until
ATTORt'ffiYS have obtained all CITY-approved insurance.
All insurance required shall be carried only by responsible insurance companies licensed
to do business in California. A certificate of insurance shall be delivered to the City containing
language to the effect that: (1) the insurer waives ally 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 otlier 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. A TTORt'JEYS 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 Compensation Insurance.
ATTORNEYS shall obtain and maintain workers compensation Insurance In
accordance with section 3700 of the California Labor Code.
5. Indemnification.
ATTORt'ffiYS agree to protect, hold harmless, defend, and indemnify the CITY,
its employees, elective or appointive boards, officers, agents, and affiliates, from any and all loss,
claims, liabilities, expenses, or damages of any nature whatsoever, including attorneys' fees,
arising out of or in any way connected with the negligent performance of, or services rendered
by, ATTORNEYS, ATTORNEYS' agents, officers, employees, sub-contractors or independent
contractors, except where the loss or liability is due to the sole negligence or sole willful
DOCSOCl13 74929v 1/024036.0000
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misconduct of the CITY; provided, however, that this indemnification shall not apply so long as
ATTORNEYS maintain in effect Professional Errors and Omissions Liability Insurance in an
amount not less than twenty-five million ($25,000,000) per occurrence.
6. Citv Agent.
Bart Miesfeld, City Attorney, for the purposes of tillS AGREEMENT, 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 oOnterest.
A TTORt'J"EYS 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 indireet,. in any contract or decision made on behalf of the CITY which may be affected by the.
services to be performed by ATTORt'WYS under this AGREEMENT. ATTORNEYS further
agree that no 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 AGREElvLENT.
In addition to the proscnptlOns regarding conflicts of interest imposed on
ATTORJ.'WYS by the Business and Professions Code and by California 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, ATTORJ.';cYS shall at all times avoid conflicts of interest or the
appearance of a conflict of interest in performance of this AGREEMENT. ATTORt'J"EYS shall
immcdiately notify the City Attorney of any circumstances, or change of circumstances, that may
provide for thc potential for a conflict of intercst, or actual conflict of interest.
9. Non-Liability of Officials/Employees 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
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abide by all ethical and moral standards as represented by the Rules of Professional Conduct as
applied to the California State Bar.
II. 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 AGREErvIENT.
12. Notices.
All notices shall be personally delivered or mailed, via first class mail, to the
below listed address. In addition, such addresses shall be used for delivery for service of process.
ATTORNEYS agree to notify the CITY within ten (10) 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 are representing the CITY.
a. Address of ATTORNEYS is as follows:
Stradling, Y occa, Carlson & Rauth.
660 Newport Center Drive, Suite 1600.
NeWport Beach, California 92660. ..
Attention: Robert J. Whalen
b. Address of CITY is as follows:
Bart C. Miesfeld, Esq.
City Attorney
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
13. DefaultlTermination of Agreement.
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 Attorneys 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 Assignment/Subcontracting.
ATTOR1'IEYS agrees that no 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 of the CITY.
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IS.
Non-Discrimination.
ATTORc'\icYS covenant there shaH 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 ofthe essence in the performance ofthis AGREEMENT.
17. Authoritv to Execute.
Thc 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.
This AGREEMENT shall include ATTORNEYS proposal or bid, if any, which is
ipcorporated herein. In the event of any inconsistencies between the terms of the proposal 'and ,
this AGREEMENT, this AGREEMENT shaH goyern. '
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. Partial Invaliditv.
If any part of this AGREEMENT is found for any reason to be unenforceable, all
other parts nonetheless shaH remain in force.
23. Governing Law.
This AGREEMENT shaH be interpreted and construed in accordance with the
laws of the State of California. Any action commenced regarding this AGREEMENT shaH be
filed in the Central Branch of the San Diego Superior Court.
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24. Interpretation.
This AGREEMENT shall be interpreted as though prepared by both parties.
25. Survival.
All obligations ansmg 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 oftms AGREEMENT.
26. Financial Interests.
If ATTORNEYS are designated on Exhibit A, as a Fair Political Practices
. Commission ("FPPC") Filer, ATTORNEYS are deemed to be a "Consultant" for the 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 are specified, then as determined by the CITY
ATTORNEY. .
(End of page. Next page is signature page.)
DOCSOC/13 74929v 1 1024036-0000
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Signature Page to Legal Services Agreement among the City of Chula Vista, the Redevelopment
Agency of the City ofChula Vista, the Housing Authority of the City ofChula Vista, the
Industrial Development Authority of the City ofChula Vista and the Public Financing Authority
ofthe City ofChula Vista
and'
Stradling, Y occa Carlson & Rauth
IN WITNESS WHEREOF, these parties have executed this AGREEMENT on the day
and year shown below, indicating that they have read and understood same, and indicating their
full and complete to its terms:
Date:
CITY OF CHULA VISTA
By:
Cheryl Cox, Mayor
Attest:
By:
Donna Norris, City Clerk
Approved as to Form:
Bart C. Miesfeld
City Attorney
Date:
fI/II/Oct.
/ I
Stradling, Y occa, Carlson & Rauth,
a Professional Corporation
By:
~
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EXlIIDIT "A"
TO
LEGAL SERVICES AGREEMENT WITH
STRADLING, YOCCA, CARLSON & RAUTH (2009/2010)
STATEMENT OF ECONOMIC INTERESTS
Attorneys:
Stradling, Y occa, Carlson & Rauth
660 Newport Center Dr., Ste. 1600
Newport, CA 92660
(X) Not Applicable. Not a Fair Political Practices Commission ("FPPC") Filer.
( ) FPPC Filer.
If ATTORNEYS in the performance of their services under tins AGREEMENT: (I)
conduct research and arrive at conclusions with respect to their rendition of information, advice,
recommendations or counsel independent ofthe control and direction of the City or of any City
official, other than normal contract monitoring; and (2) possess no authority with respect to any
CITY decision beyond the rendition of information, advice, recommendations or counsel,
Attorneys should not be designated as an FPPC Filer.
If Attorneys are designated as FPPC filers, specify below which disclosure categories apply:
( ) 1. All investments, sources of income and business positions;
( ) 2. Interests in real property;
( ) 3. Investments, business positions, interests in real property, and sources of
income subject to the regulatory, permit or licensing authority of the department;
( ) 4. Investments and business positions in business entities and sources of income
that engage in land development, construction or the acquisition or sale of real
property;
( ) 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;
( ) 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 Stradling, Y occa, Carlson & Rauth's interests in real property within 2 radial
miles of Proj ect Property, if any:
)
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RESOLUTION NO. 2009-
RESOLUTION OF THE CITY COUNCIL, THE
REDEVELOPMENT AGENCY, THE PUBLIC FlNANCING
AUTHORITY, THE HOUSING AUTHORITY, AND THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY
OF CHULA VISTA, WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS AS IMPRACTICAL AND APPROVING
AN AGREEMENT WITH STRADLING, YOCCA, CARLSON &
RAUTH FOR BOND AND DISCLOSURE COUNSEL
SERVICES
WHEREAS, the law firm of Stradling, Yocca, Carlson and Rauth ("SYCR") has served
as the City's bond counsel for the City's Certificates of Participation and Tax Allocation Bond
refunding and restructuring since 1997; and
WHEREAS, bond counsel has also served as disclosure counsel to the City assisting in
the preparation of the Official Statements for the financings; and
WHEREAS, bond counsel has also provided various post-issuance services at the request
of the City; and
WHEREAS, most recently bond counsel represented the City before the Internal Revenue
Service for the audit of the bond proceeds from the 2004 Certificates of Participation - Civic
Center Phase I; and
WHEREAS, the audit concluded favorably to the City in all respects; and
WHEREAS, SYCR's prior work with the City, its expertise in the highly-specialized
field of public finance, and its experience with refunding bond issues, certificates of participation
and tax and revenue anticipation notes, make SYCR uniquely qualified to serve as the City's
bond counsel; and
WHEREAS, as a result of the significant reduction in development-related fees currently
being collected and in order to meet its long-term financial goals, the City is anticipating
restructuring a portion of its financial obligations; and
WHEREAS, SYCR has intimate knowledge of how the original financings were
structured and this historical information puts them in a unique position to advise the City on the
most optimal restructuring alternatives; and
WHEREAS, retaining bond counsel will provide continuity for the City in legal advice
for the preparation of Official Statements; and
WHEREAS, in recent years, the Securities and Exchange Commission has emphasized
the importance of municipal disclosure; and
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Resolution No. 2010-
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WHEREAS, bond counsel is a very experienced firm on disclosure matters ranking first
in California and second in the country last year in the disclosure counsel rankings; and
WHEREAS, bond counsel has provided excellent service to the City throughout the term
of its contract always meeting deadlines and supporting staff throughout the financing process.
NOW, THEREFORE, BE IT RESOLVED that the City Council, the Redevelopment
Agency, the Public Financing Authority, the Housing Authority, and the Industrial Development
Authority of the City of Chula Vista waive the formal consultant selection process as impractical
and approving an Agreement with Stradling, Y occa, Carlson & Rauth for bond and disclosure
counsel services.
Presented by
Approved as to form by
Maria Kachadoorian
Director of Finance/Treasurer
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