Loading...
HomeMy WebLinkAboutCO 2025-086 - Richards Watson & GershonDocusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 City of Rancho Cucamonga CONTRACT NUMBER 2025-086 AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL LEGAL SERVICES CITY ATTORNEY THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 15t day of July, 2025, by and between RICHARDS, WATSON & GERSHON, A Professional Corporation, with a place of business at 1 Civic Center Circle, Brea, California, hereinafter referred to as "Attorneys," and the CITY OF RANCHO CUCAMONGA, a municipal corporation of the State of California, hereinafter referred to as "City." WHEREAS, the City desires to continue to contract with Attorneys to provide legal services to City; and WHEREAS, Attorneys herein selected are in the general practice of law with extensive municipal experience, including that of City's legal counsel for forty years and are fully able to carry out the duties involved herein. NOW, THEREFORE, in consideration of the mutual terms and conditions hereinafter set forth, it is agreed as follows: 1. Appointment of City Attorney. NICHOLAS R. GHIRELLI shall serve as City Attorney of City and JAMES L. MARKMAN shall serve as Senior Counsel to City and hold himself available to consult with City's Council, City's staff and the City Attorney and provide advice sought upon request. The City Attorney, the Senior Attorney and all other attorneys providing services hereunder shall, at all times hereunder and at their sole cost and expense, be fully qualified and licensed to practice law in the State of California and before all appropriate Federal courts and other bodies and tribunals. At any time during the term hereof, at the request of the City Council, and upon reasonable notice, Attorneys shall replace any person who serves as City Attorney with another shareholder of Attorneys' law firm acceptable to the City Council. 2. Scope of Work. Attorneys agree to perform all necessary legal services ordinarily performed by the City Attorney, including, but not limited to, the following legal services which shall be designated 11231-0001\3112334vl.doc Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 "Basic Services" hereunder, and shall include provision of such other personnel as shall be necessary to perform all services under this Agreement, as follows: A. Attend all regularly scheduled City Council meetings and Planning Commission meetings. B. Attend occasional meetings at City Hall as required by the City Council, Mayor or City Manager and be available for staff meetings at City Hall during afternoons prior to City Council meetings. C. Advise City Council, appointed Commissions and Boards, City staff, and other City officials on all legal matters pertaining to City business. D. Prepare, review and approve as to form, contracts, agreements, resolutions, ordinances and all other standard City documents. E. Prepare such written and oral legal opinions as shall, from time to time, be requested by the City. F. Perform such other routine legal services as are required from time to time by the City Council, Mayor, or City Manager. 3. Scope of Work - Special Services. In addition to the Basic Services set forth in paragraph 2, the City Attorney shall provide legal services under this paragraph 3 characterized as Special Services. These services shall be comprised of such special legal matters, not included in paragraph 2, that are of a more than routine and of a time-consuming nature relating to, among other things, administrative hearings, preparation and handling of lawsuits, court appearances, code enforcement, public finance services, and special legal projects. It is understood and agreed that no substantial time for Special Projects shall be undertaken by City Attorney without prior approval of the City Manager. 4. Coordination and Organization. NICHOLAS R. GHIRELLI shall be City Attorney and shareholder -in -charge under this Agreement. The shareholder -in -charge will process, coordinate and direct as necessary all legal services hereunder in order to maximize the timeliness and usefulness of the delivery of such services. The shareholder -in -charge shall be available, at all reasonable times, to the Mayor 11231-0001\3112334v1.doc 2 Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 and City Council, the City Manager and persons designated by him, in relationship to all legal services to be furnished by City Attorney hereunder. The shareholder -in -charge shall also direct and coordinate all internal activities that output from the City Attorney to City in a competent and timely manner. S. Payment. The following fee schedule shall apply to services rendered by Attorneys from July 1, 2025 through and including June 30, 2026: A. The first sixty (60) hours of work of Basic Services performed hereunder, regardless of which firm attorney performs those services, shall be compensated at the rate of $237.00 per hour. The first sixty (60) hours each month shall be calculated by adding together all time expended by attorneys in providing Basic Services to City, on a chronological basis. B. Attorneys shall be compensated for all other work, including all Special Services as follows: (i) At the rate of $264.00 per hour for work performed by NICHOLAS GHIRELLI; (ii) At the rate of $253.00 per hour for work performed by other shareholders and senior attorneys; (iii) At the rate of $239.00 per hour for firm associates; (iv) At the rate of $195.00 per hour for firm paralegals; (v) At the rate of $153.00 per hour for firm clerks; (vi) For electrical utility work $295.00 per hour for firm shareholders and senior associates and $232.00 per hour for other firm associates; (vii) For public finance work, Attorneys shall be compensated on the basis indicated in Exhibit A hereto; (viii) Litigation services, other than tort defense or eminent domain, will be charged at a discount of 20% from Attorneys' then current posted hourly rates subject to approval of the City Manager on a case -by -case basis; (ix) Attorneys shall be compensated at their current posted hourly rates for any work for which City is entitled to reimbursement from a third party 11231-0001\3112334v1.doc 3 Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 such as an applicant to City for a land use entitlement or a party who has contracted with City to reimburse City's legal fees. C. Commencing July 1, 2026, and on each July 1 thereafter, the rates set forth above in paragraphs S.A. and S.B.i. through vii. shall be automatically increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for Riverside -San Bernardino - Ontario ("CPI") for the twelve-month period ending on the immediately prior April 30. Should the Riverside -San Bernardino -Ontario region CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the City shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, the rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPI increase exceeds that amount. The rates for litigation and reimbursable services as set forth in paragraph S.B.vii and viii automatically will adjust when the Firm adjusts the standard rates upon which they are based. Standard rates typically are adjusted at the beginning of each calendar year. D. Attorneys shall be reimbursed for out-of-pocket expenses incident to services performed in addition to other payments for herein, such out-of-pocket expenses to include long-distance telephone charges, extraordinary reproduction costs and non -automobile travel expenses in the event Attorneys are required to travel other than in the Los Angeles, Orange, and San Bernardino County areas on behalf of City. 6. Monthly Statements. It is understood that City Attorney shall submit fully itemized statements of all payments due hereunder on a monthly basis. 7. Termination. Notwithstanding any other provisions of this Agreement, the City reserves the right to terminate this Agreement upon ninety (90) days' written notice from City Council to the City Attorney and all further obligations to pay Attorneys for services rendered hereunder shall thereupon cease, except that City shall be obliged to pay for all fees, costs and expenditures lawfully incurred by Attorneys prior to the effective date of such termination. It is further 11231-0001\3112334v1.doc 4 Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 agreed that Attorneys reserve the right to terminate this Agreement by giving ninety (90) days' written notice to City. In the event of termination of this Agreement by either party, Attorneys will cooperate with the City in transferring the files and assignments to the City Clerk for file, in the interim of hiring another City Attorney and will be compensated at the hourly rates set forth in paragraph 5 of this Agreement, should he be called upon to perform any services after the effective date of termination, including the transfer of files and assignments. 8. Assignment of Agreement. Attorneys shall not, under any circumstances, assign or transfer their interest, duties, responsibilities or obligations under this Agreement without the consent of City's City Council and, if any such transfer or assignment is made or attempted, all liability and responsibility of City hereunder shall cease. IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed with all the formalities required by law on the respective dates set forth opposite their signatures. Dated:6/27/2025 1 5:49 AM PDT Dated: 6/26/2025 1 3:48 PM PDT 7/2/2025 1 1:53 PM PDT ATTEST: Signed by: tM �" city clerk City Clerk CITY OF RANCHO CUCAMONGA, a Municipal Corporation of the State of California DocuSigned by: By: 4• Mayor/President saar�m�z�— Mayor RICHARDS, WATSON & GERSHON, A Professional Corporation of the State of California Signed by: fq(,U us �, 6�uin (i Shareholder By: e-- Nicholas R. Ghirelli 11231-0001\3112334v1.dcc 5 Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 EXHIBIT A CHARGES FOR PUBLIC FINANCE SERVICES Bond Issuance Services will be defined as bond counsel, disclosure counsel and/or issuer counsel services in connection with the issuance of bonds or other obligations by the City, or any entity created, formed or controlled by the City. Bond Issuance Services will be billed to, and compensated by, the City as follows: 1. Attorneys shall charge a composite hourly rate for all attorneys of $395 per hour for any of these services. The maximum total fee charged for an issuance shall not exceed an amount that the City Manager deems fair and reasonable. Attorneys' costs and expenses shall be paid in accordance with this Exhibit. 3. In the event the proceedings for issuance of the bonds are terminated before closing, Attorneys would expect to be paid for its services to the date of abandonment at the hourly rate set forth above, not to exceed an amount that the City Manager deems fair and reasonable. 4. If providing Bond Issuance Services involves the formation of a joint powers authority or another entity controlled by the City, Attorneys shall provide such Bond Issuance Services (including formation of the entity) on the same compensation terms as specified in this Exhibit. 5. Supplemental bond counsel fees for unanticipated circumstances: a. As to lease revenue bonds, in some instances it may be necessary to call upon the real estate expertise at our firm to resolve unanticipated issues that arise over questions of title, encumbrances, or other matters relating to the leased assets. In those instances, Attorneys will bill additional time devoted to such unanticipated issues at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level of additional time subject to this paragraph. The total fee for this additional work will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. b. As to the refunding of existing tax-exempt bonds, in some instances our review of the timing or purposes of expenditures of proceeds of the refunded bonds, or the use of property financed or refinanced with proceeds of the refunded bonds, could require unanticipated supplemental analysis. In those instances, Attorneys will bill additional time at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level 11231-0001\3112334vl.doc 6 Docusign Envelope ID: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 of supplemental analysis subject to this paragraph. The total fee for this supplemental analysis will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. 11231-0001\3112334vl.doc 7 Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: D3244A2B-13D4-45F0-B85D-B2AEF14ABD78 Subject: Complete with Docusign: CO 2025-086.pdf Source Envelope: Document Pages: 7 Signatures: 3 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 6/26/2025 2:04:48 PM Signer Events Nicholas R. Ghirelli nghirelli@rwglaw.com Shareholder Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/26/2025 3:47:40 PM ID: 3c76c685-1 ac2-4429-8efd-2bc46fef866e L. Dennis Michael Dennis.Michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Kim Sevy Kim.Sevy@cityofrc.us City Clerk Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/2/2025 1:53:30 PM ID: b353de36-40b0-437c-93a0-cfef12154df0 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Holder: Emily Serrano Emily.Serrano@cityofrc.us Signature Csignea by: AS �. 'Z"tu F7CAC9ECCADB492.. Signature Adoption: Pre -selected Style Using IP Address: 208.87.233.201 ED.—S!gned by: �cruwio %%ltic%.cirL E 1ED487E5A05421... Signature Adoption: Pre -selected Style Using IP Address: 172.116.88.134 Signed using mobile Signed by: C9428AB CDFA845B... Signature Adoption: Pre -selected Style Using IP Address: 2a09:bac3:643a:1232::1d0:e7 Signed using mobile Signature Status Status Status Status 0 docusign Status: Completed Envelope Originator: Emily Serrano Emily.Serrano@cityofrc.us IP Address: 199.201.174.250 Location: DocuSign Timestamp Sent: 6/26/2025 3:40:12 PM Viewed: 6/26/2025 3:47:40 PM Signed: 6/26/2025 3:48:56 PM Sent: 6/26/2025 3:48:57 PM Viewed: 6/27/2025 5:49:03 AM Signed: 6/27/2025 5:49:16 AM Sent: 6/27/2025 5:49:17 AM Resent: 7/2/2025 1:51:42 PM Viewed: 7/2/2025 1:53:30 PM Signed: 7/2/2025 1:53:41 PM Timestamp Timestamp Timestamp Timestamp Timestamp Certified Delivery Events Status Timestamp Clerk Contracts Sent: 7/2/2025 1:53:42 PM ClerkContracts@cityofrc.us Viewed: 7/2/2025 1:57:42 PM City Clerk City of Rancho Cucamonga Using IP Address: 199.201 . 174.250 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/26/20253:40:12 PM Certified Delivered Security Checked 7/2/2025 1:57:42 PM Signing Complete Security Checked 7/2/2025 1:53:41 PM Completed Security Checked 7/2/2025 1:57:43 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Nicholas R. Ghirelli, Kim Sevy, Nicholas R. Ghirelli, Kim Sevy ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Cucamonga City Clerk's Office: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jasmin.oriel@cityofrc.us To advise City of Rancho Cucamonga City Clerk's Office of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at jasmin.oriel@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Cucamonga City Clerk's Office To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Cucamonga City Clerk's Office To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, Z� select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: htt]:)s://sUI)oi-t.docusign.com/guides/signer-guide- signing-systern-recluirements. To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. By selecting the check -box next to *1 agree to use electronic records and signatures, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Cucamonga City Clerk's Office as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Cucamonga City Clerk's Office during the course of your relationship with City of Rancho Cucamonga City Clerk's Office. City of Rancho Cucamonga Docusign Envelope ID: 1AD3489A-445D-46C2-936C-278FCFC65E72 CONTRACT NUMBER 2U25-U86 NINTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This Ninth Amendment is made and entered into by and between the RANCHO CUCAMONGA FIRE PROTECTION DISTRICT ("District" hereinafter) and RICHARDS, WATSON & GERSHON, A Professional Corporation ("Attorneys" hereinafter). Recitals (i) During 2021 the District and Attorneys entered into an Eighth Amendment to an Agreement entitled "Agreement for Professional Legal Services" ("the Agreement" hereinafter). (i i) It is the purpose of this Ninth Amendment to modify rates for services charged by Attorneys to District during specified time periods. NOW, THEREFORE, the parties hereto agree as follows: 1. The third sentence of Paragraph 1 of the Agreement hereby is modified to read as follows: "NICHOLAS R. GHIRELLI shall be designated as "General Counsel" and shall have primary responsibility for providing services hereunder and JAMES L. MARKMAN shall be designated as "Senior Counsel" and shall make himself available to consult with District officials and its General Counsel as requested." Paragraph B of Section 3 of the Agreement is amended to read as follows: "B. Attorneys shall be compensated for all work performed from July 1, 2025 through and including June 30, 2026 in accordance with the following rates: "(i) At the rate of $264.00 per hour for work performed by Nicholas R. Ghirelli; "(ii) At the rate of $253.00 per hour for work performed by other shareholders and senior associates and contract attorneys; "(iii) At the rate of $239.00 per hour for work performed by other firm associates; 1 1231-0001 \31 123 61 v 1.doc Docusign Envelope ID: 1AD3489A-445D-46C2-93BC-278FCFC65E72 "(iv) At the rate of $195.00 per hour for work performed by firm paralegals; "(v) At the rate of $153.00 per hour for work performed by firm clerks; "(vi) For services rendered on Litigation, other than tort defense or eminent domain, at Attorneys' then current hourly rates discounted by 20%, subject to the approval of the Fire Chief on a case -by -case basis." 3. Commencing July 1, 2026, and on each July 1 thereafter, the rates set forth above in paragraphs 3.13.i. through v. shall be automatically increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for Riverside -San Bernardino -Ontario ("CPI") for the twelve-month period ending on the immediately prior April 30. Should the Riverside -San Bernardino -Ontario region CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the District shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, the rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPI increase exceeds that amount. The rates for litigation and reimbursable services as set forth in paragraph 3.B.vi automatically will adjust when the Firm adjusts the standard rates upon which they are based. Standard rates typically are adjusted at the beginning of each calendar year. 4. Other than is expressly amended hereby, the Agreement in each and every term and provision stated therein shall remain in full force and effect. 11231-0001\3112361v1.doc 7 Docusign Envelope ID: 1AD3489A-445D-46C2-93BC-278FCFC65E72 WHEREFORE, the parties have executed this Ninth Amendment as of the dates set forth below opposite the name of each such party. RANCHO CUCAMONGA FIRE PROTECTION RICHARDS, WATSON & GERSHON DISTRICT A Professional Corporation DocuSigned by: Signed by: By: Mayor/Pres] de tl+�t,�.bia.S �.VC �tt shareholder ti Chairman Nicholas R. Ghirelli Dated:6/27/2025 ( 5:47 AM PDT ATTEST: Signed by: By: " � city clerk urra4s Secretary 7/2/2025 1 1:53 PM PDT Dated: 6/26/2025 ( 4:10 PM PDT 1 1231-0001\3112361v l .doc Electronic Record and Signature Disclosure 0 docusign_ Certificate Of Completion Envelope Id: 1AD3489A-445D-46C2-93BC-278FCFC65E72 Status: Completed Subject: Complete with Docusign: CO 2025-086 Ninth Amendment to Agreement for Legal Services (RCFD).pdf Source Envelope: Document Pages: 3 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Emily Serrano AutoNav: Enabled Emily.Serrano@cityofrc.us Envelopeld Stamping: Enabled IP Address: 199.201.174.250 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Emily Serrano Location: DocuSign 6/26/2025 3:42:33 PM Emily.Serrano@cityofrc.us Signer Events Signature Timestamp Nicholas R. Ghirelli by: Sent: 6/26/2025 3:49:49 PM nghirelli@rwglaw.com ESign1d fccl�a(aS �. 'zVt,W Viewed: 6/26/2025 4:09:57 PM Shareholder F7CAC9ECCADe492_ Signed: 6/26/2025 4:10:20 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 199.190.140.254 Electronic Record and Signature Disclosure: Accepted: 6/26/2025 4:09:57 PM ID:8474a21d-3f96-4468-b648-66e39106916f L. Dennis Michael D ...Signed by: Sent: 6/26/2025 4:10:21 PM Dennis.Michael@cityofrc.us ' �Groi 4"`�""� E Viewed: 6/27/2025 5:46:55 AM Mayor/President 1ED487E5A05421 . Signed: 6/27/2025 5:47:18 AM City of Rancho Cucamonga Security Level: Email, Account Authentication Signature Adoption: Pre -selected Style (None) Using IP Address: 172.116.88.134 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via Docusign Kim SevySent: bySigned 6/27l2025 5:47:20 AM Kim.Sevy@cityofrc.us IS" E�9428ABDC*DFA8456_. Resent: 7/2/2025 1:52:00 PM City Clerk Viewed: 7/2/2025 1:52:37 PM Security Level: Email, Account Authentication Signed: 7/2/2025 1:53:05 PM (None) Signature Adoption: Pre -selected Style Using IP Address: 2a09:bac2:643e:1232::1d0:de Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/2/2025 1:52:37 PM ID:912e0039-Od19-4912-99b4-61267ad8c3ef In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp M382-. ■ Clerk Contracts ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Status Dqo�� Using IP Address: 199.201.174.250 Timestamp Sent: 7/2/2025 1:53:06 PM Viewed: 7/2/2025 1:57:28 PM Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/26/2025 3:49:49 PM Certified Delivered Security Checked 7/2/2025 1:57:28 PM Signing Complete Security Checked 7/2/2025 1:53:05 PM Completed Security Checked 7/2/2025 1:57:28 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Nicholas R. Ghirelli, Kim Sevy, Nicholas R. Ghirelli, Kim Sevy ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your -electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Cucamonga City Clerk's Office: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jasmin.oriel@cityofrc.us To advise City of Rancho Cucamonga City Clerk's Office of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at jasmin.oriel@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Cucamonga City Clerk's Office To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Cucamonga City Clerk's Office To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to jasmin.orlel@cityofrc.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httos://support.docusign com/ides/simer- guide- si�nin.�4-s,vstem-reciuirements. !I I I iii I I I I I i i I! I I i I I i i I Ili I I I I I I � 111111 11 ��I: ME= To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (1) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to 'I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to 'I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Cucamonga City Clerk's Office as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Cucamonga City Clerk's Office during the course of your relationship with City of Rancho Cucamonga City Clerk's Office. EMEM Docusign Envelope ID: 03618F46-825A-405D-8EA3-18D485AD53EA City of Rancho Cucamonga CONTRACT NUMBER 2025-086 AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT is made and entered into by and between RANCHO CUCAMONGA EIFD PUBLIC FINANCING AUTHORITY ("Authority" hereinafter) and RICHARDS, WATSON & GERSHON, A Professional Corporation ("Attorneys" hereinafter). It is agreed by and between the parties hereto as follows: 1. Term. The operative date of this Agreement shall be July 1, 2025 and the Agreement shall continue in effect unless and until terminated as provided herein. 2. Attorneys' Services. Attorneys shall furnish to Authority basic services as counsel to the Authority and Authority's staff, including attendance at Authority meetings and services related to specific projects, such as the review, negotiation and preparation of an enhanced infrastructure financing authority, its public financing plan, and any related litigation. Excluded from basic services to be provided hereunder are bond work requiring services of outside bond counsel, other services where Authority decides it appropriate to retain special counsel and services wherein Attorneys have, in their judgment or that of Authority, a conflict of interest. Attorneys are independent contractors and not employees of Authority. NICHOLAS R. GHIRELLI is designated General Counsel and JAMES L. MARKMAN is designated Senior Counsel and shall hold himself available to consult with and advise Authority officials and General Counsel upon request. Attorneys may designate such employed lawyers as deemed necessary as "Deputy General Counsel." 3. Fees and Expenses. A. The following fee schedule shall apply to services rendered by Attorneys from July 1, 2025 through and including June 30, 2026: (i) At the rate of $264.00 per hour for work performed by NICHOLAS R. GHIRELLI; (ii) At the rate of $253.00 per hour for work performed by other shareholders and senior associates and contract attorneys; 1 1231-0001 \31 12413 v I . doc Docusign Envelope ID: 03618F46-825A-405D-8EA3-18D485AD53EA (iii) At the rate of $239.00 per hour for work performed by other firm associates; (iv) At the rate of $195.00 per hour for work performed by firm paralegals; (v) At the rate of $153.00 per hour for work performed by firm clerks; (vi) For public finance work, at rates specified in Exhibit A hereto; and (vii) Litigation services, other than tort defense or eminent domain, will be charged at a discount of 20% from Attorneys' then currently posted hourly rates subject to approval by Authority's Executive Director on a case -by - case basis. Commencing July 1, 2026, and on each July 1 thereafter, the rates set forth above in paragraphs 3.A.i. through vi. shall be automatically increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for Riverside -San Bernardino -Ontario ("CPI") for the twelve-month period ending on the immediately prior April 30. Should the Riverside -San Bernardino -Ontario region CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the Authority shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, the rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPI increase exceeds that amount. The rates for litigation services as set forth in paragraph 3.A.vii automatically will adjust when the Firm adjusts the standard rates upon which they are based. Standard rates typically are adjusted at the beginning of each calendar year. C. Attorneys shall be reimbursed for out-of-pocket expenses incident to services performed in addition to other payments provided for herein, such out-of-pocket expenses to include long-distance telephone charges, extraordinary reproduction costs and non -automobile travel expenses in the event Attorneys are required to travel other than in the San Bernardino, Riverside, Los Angeles and Orange County areas on behalf of Authority. 1 1231-0001\31 12413v l .doc Docusign Envelope ID: 03618F46-825A-405D-8EA3-18D485AD53EA 4. Statements and Payments. Attorneys shall present a statement for services rendered and expenses incurred on a monthly basis and Authority shall pay the amount on said statement upon presentation or within a reasonable time. Each such statement shall indicate the amount chargeable to each project area and item of litigation and time allocated thereto. 5. Assignment of Agreement. Attorneys shall not, under any circumstances, assign or transfer their interest, duties, responsibilities or obligations under this Agreement without the consent of Authority's Board of Directors and, if any such transfer or assignment is made or attempted, all liability and responsibility of Authority hereunder shall cease. 6. Termination. This Agreement, and attorney services hereunder, may be terminated upon ninety (90) days' written notice provided by either party to the other party hereto. Upon any such termination, Attorneys will supply orderly transition services at the prevailing hourly rates for office personnel. WHEREFORE, the parties have executed this Agreement as of the dates set forth below opposite the name of each such party. Dated: 6/27/2025 1 5:46 AM PDT RANCHO CUCAMONGA EIFD PUBLIC FINANCING AUTHORITY DocuSigned by: m Mayor/President By: Chairman 6/27/2025 1 10:50 AM PDT DocuSigned by: /I By: , 6 ln, 1 l=56V, City Manager E7383901BC 4D3... ?xecutive Director 6/26/2025 1 10:29 PM PDT Dated: RICHARDS, WATSON & GERSHON, A Professional Corporation B,Signed by: I�L�ui(aS r. IZVL( F7CAC9ECCADE,A6lcholas R. Ghirelli shareholder 1 1231-0001 \3112413v l .doc Docusign Envelope ID: 03618F46-825A-405D-8EA3-18D485AD53EA EXHIBIT A CHARGES FOR PUBLIC FINANCE SERVICES Bond Issuance Services will be defined as bond counsel, disclosure counsel and/or issuer counsel services in connection with the issuance of bonds or other obligations by the City, or any entity created, formed or controlled by the City. Bond Issuance Services will be billed to, and compensated by, the City as follows: 1. Attorneys shall charge a composite hourly rate for all attorneys of $395 per hour for any of these services. The maximum total fee charged for an issuance shall not exceed an amount that the City Manager deems fair and reasonable. 2. Attorneys' costs and expenses shall be paid in accordance with this Exhibit. 3. In the event the proceedings for issuance of the bonds are terminated before closing, Attorneys would expect to be paid for its services to the date of abandonment at the hourly rate set forth above, not to exceed an amount that the City Manager deems fair and reasonable. 4. If providing Bond Issuance Services involves the formation of a joint powers authority or another entity controlled by the City, Attorneys shall provide such Bond Issuance Services (including formation of the entity) on the same compensation terms as specified in this Exhibit. Supplemental bond counsel fees for unanticipated circumstances: As to lease revenue bonds, in some instances it may be necessary to call upon the real estate expertise at our firm to resolve unanticipated issues that arise over questions of title, encumbrances, or other matters relating to the leased assets. In those instances, Attorneys will bill additional time devoted to such unanticipated issues at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level of additional time subject to this paragraph. The total fee for this additional work will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. b. As to the refunding of existing tax-exempt bonds, in some instances our review of the timing or purposes of expenditures of proceeds of the refunded bonds, or the use of property financed or refinanced with proceeds of the refunded bonds, could require unanticipated supplemental analysis. In those instances, Attorneys will bill additional time at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level 11231-000113112413vl.doc 4 Docusign Envelope ID: 03618F46-825A-405D-8EA3-18D485AD53EA of supplemental analysis subject to this paragraph. The total fee for this supplemental analysis will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. 11231-0001\3112413v].doc Electronic Record and Signature Disclosure 0 docusign_ Certificate Of Completion Envelope Id: 03618F46-825A-405D-8EA3-18D485AD53EA Status: Completed Subject: Complete with Docusign: CO 2025-086 Agreement for Legal Services (EIFD).pdf Source Envelope: Document Pages: 5 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Emily Serrano AutoNav: Enabled Emily. Serrano@cityofrc.us Envelopeld Stamping: Enabled IP Address: 199.201.174.250 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Emily Serrano Location: DocuSign 6/26/2025 5:59:37 PM Emily.Serrano@cityofrc.us Signer Events Signature Timestamp Nicholas R. Ghirelli 6/26/2025 6:03:36 PM nghirelli@rwglaw.com ESign*d "�11',�rSent: ( otaS �. l�tV't,W Viewed: 6/26/2025 10:27:22 PM Shareholder F7DAD9ECCADB482 Signed: 6/26/2025 10:29:00 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 208.87.233.201 Electronic Record and Signature Disclosure: Accepted: 6/26/2025 10:27:22 PM ID:88da5ed6-a50b-4910-b9e6-542bf8c2295a L. Dennis MichaelSent: D by: 6/26/2025 10:29:01 PM Dennis. Michael@cityofrc.us EIllll,n*d ' ""t1d m"� `� Viewed: 6/27/2025 5:46:23 AM Mayor/President E1ED487ESAo5a2t. Signed: 6/27/2025 5:46:41 AM City of Rancho Cucamonga Security Level: Email, Account Authentication Signature Adoption: Pre -selected Style (None) Using IP Address: 172.116.88.134 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via Docusign John Gillison EDII,Sil"Idbl' �WSbtn Sent: 6/27/2025 5:46:42 AM John.Gillison@cityofrc.us Viewed: 6/27/2025 10:50:32 AM City Manager E73e390,ecc04D3. Signed: 6/27/2025 10:50:40 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 146.75.146.0 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/27/2025 10:50:32 AM ID: ab25f541-44fb-49ab-823d-c358b1 91 face In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp smm��� Clerk Contracts ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Status Ljj�WED Using IP Address: 199.201.174.250 Timestamp Sent: 6/27/2025 10:50:41 AM Viewed: 7/7/2025 2:41:40 PM Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/26/2025 6:03:36 PM Certified Delivered Security Checked 7/7/2025 2:41:40 PM Signing Complete Security Checked 6/27/2025 10:50:40 AM Completed Security Checked 7/7/2025 2:41:41 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Nicholas R. Ghirelli, John Gillison, Nicholas R. Ghirelli, John Gillison ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Cucamonga City Clerk's Office: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jasmin.oriel@cityofrc.us To advise City of Rancho Cucamonga City Clerk's Office of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at jasmin.oriel@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other- information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Cucamonga City Clerk's Office To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Cucamonga City Clerk's Office To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to jasmin.oriel@cityofre.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://sui)-port.docusigii.com/guides/signer-guide- signing-s,vstein-requirements. To confirm to us that you can access this infonnation electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to 'I agree to use electronic records and signatures' before clicking 'CONTfNUE' within the DocuSign system, 4:1 By selecting the check -box next to 'I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Cucamonga City Clerk's Office as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Cucamonga City Clerk's Office during the course of your relationship with City of Rancho Cucamonga City Clerk's Office. Docusign Envelope ID: E39DA391-0066-48C0-843B-OE638895F30B City of Rancho Cucamonga CONTRACT NUMBER 2025-086 AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES THIS AMENDED AND RESTATED AGREEMENT is made and entered into by and between the SUCCESSOR AGENCY TO THE RANCHO CUCAMONGA REDEVELOPMENT AGENCY ("Agency" hereinafter) and RICHARDS, WATSON & GERSHON, A Professional Corporation ("Attorneys" hereinafter). It is agreed by and between the parties hereto as follows: 1. Term. The operative date of this Amended and Restated Agreement shall be July 1, 2025, and the Agreement shall continue in effect unless and until terminated as provided herein. 2. Attorneys' Services. Attorneys shall furnish to Agency basic services as counsel to the Agency and Agency's staff, including attendance at Agency meetings and services related to specific projects, such as the review, negotiation and preparation of redevelopment plans and plan amendments, owner participation agreements and disposition and development agreements and litigation. Excluded from services to be provided hereunder are bond work requiring services of bond counsel, other services where Agency decides it appropriate to retain special counsel and services wherein Attorneys have, in their judgment or that of Agency, a conflict of interest. Attorneys are independent contractors and not employees of Agency. NICHOLAS R. GHIRELLI shall continue to serve as General Counsel and JAMES L. MARKMAN shall continue to serve as Senior Counsel and shall hold himself available to consult with and advise Agency officials and General Counsel upon request. Attorneys may designate such employed lawyers as deemed necessary as "Deputy General Counsel." 3. Fees and Expenses. The following fee schedule shall apply to services rendered by Attorneys from July 1, 2025 through and including June 30, 2026. 11244-0001\31 12393v l .doc Docusign Envelope ID: E39DA391-0066-48CO-843B-OE63B895F30B A. Attorneys shall be compensated for all work performed, as follows: (i) At the rate of $264.00 per hour for work performed by Nicholas R. Ghirelli; (ii) At the rate of $253.00 per hour for work performed by other shareholders and senior attorneys; (iii) At the rate of $239.00 per hour for work performed by firm associates; (iv) At the rate of $195.00 per hour for work performed by firm paralegals; (v) At the rate of $153.00 per hour for work performed by firm clerks; hereto; (vi) For public finance work, at rates specified in Exhibit A (vii) Litigation services, other than tort defense or eminent domain, will be charged at a discount of 20% from Attorneys' then currently posted hourly rates subject to approval by Agency's Executive Director on a case -by -case basis. B. Commencing July 1, 2026, and on each July 1 thereafter, the rates set forth above in paragraphs S.A.i. through vi. shall be automatically increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for Riverside -San Bernardino -Ontario ("CPI") for the twelve- month period ending on the immediately prior April 30. Should the Riverside - San Bernardino -Ontario region CPI cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the Agency shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, the rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPI increase exceeds that amount. The rates for litigation 11244-0001\3112343v1.doc 2 Docusign Envelope ID: E39DA391-0066-48CO-843B-OE63B895F30B services as set forth in paragraph S.A.vii automatically will adjust when the Firm adjusts the standard rates upon which they are based. Standard rates typically are adjusted at the beginning of each calendar year. C. Attorneys shall be reimbursed for out-of-pocket expenses incident to services performed in addition to other payments provided for herein, such out-of- pocket expenses to include long-distance telephone charges, extraordinary reproduction costs and non -automobile travel expenses in the event Attorneys are required to travel other than in the San Bernardino, Riverside, Los Angeles and Orange County areas on behalf of Agency. 4. Statements and Payments. Attorneys shall present a statement for services rendered and expenses incurred on a monthly basis and Agency shall pay the amount on said statement upon presentation or within a reasonable time. Each such statement shall indicate the amount chargeable to each project area and item of litigation and time allocated thereto. 5. Assignment of Agreement. Attorneys shall not, under any circumstances, assign or transfer their interest, duties, responsibilities or obligations under this Agreement without the consent of Agency's Board of Directors and, if any such transfer or assignment is made or attempted, all liability and responsibility of Agency hereunder shall cease. 6. Termination. This Agreement, and attorney services hereunder, may be terminated upon ninety (90) days' written notice provided by either party to the other party hereto. Upon any such termination, Attorneys will supply orderly transition services at the prevailing hourly rates for office personnel. 11244-0001131 12393v I.doc Docusign Envelope ID: E39DA391-0066-48CO-843B-OE63B895F30B WHEREFORE, the parties have executed this Amended and Restated Agreement as of the dates set forth below opposite the name of each such party. Dated:6/27/2025 1 5:46 AM PDT RANCHO CUCAMONGA REDEVELOPMENT AGENCY gy;CDocuSigned by: -' 0`e Mayor/President t Chairman DocuSigned by: 6/27/2025 1 10:51 AM PDT D6LAJ ( Spgy;City Manager E7383901BC D4D3... executive Director Dated: 6/26/2025 1 10:31 PM PDT RICHARDS, WATSON & GERSHON, A Professional Corporation r,S19ned by: d"L' s C tVC ��t shareholder By: � a Nicholas R. Ghirelli 1 1244-000113112393v l .doc 4 Docusign Envelope ID: E39DA391-0066-48CO-843B-OE63B895F30B CHARGES FOR PUBLIC FINANCE SERVICES Bond Issuance Services will be defined as bond counsel, disclosure counsel and/or issuer counsel services in connection with the issuance of bonds or other obligations by the City, or any entity created, formed or controlled by the City. Bond Issuance Services will be billed to, and compensated by, the City as follows: 1. Attorneys shall charge a composite hourly rate for all attorneys of $395 per hour for any of these services. The maximum total fee charged for an issuance shall not exceed an amount that the City Manager deems fair and reasonable. 2. Attorneys' costs and expenses shall be paid in accordance with this Exhibit. 3. In the event the proceedings for issuance of the bonds are terminated before closing, Attorneys would expect to be paid for its services to the date of abandonment at the hourly rate set forth above, not to exceed an amount that the City Manager deems fair and reasonable. 4. If providing Bond Issuance Services involves the formation of a joint powers authority or another entity controlled by the City, Attorneys shall provide such Bond Issuance Services (including formation of the entity) on the same compensation terms as specified in this Exhibit. Supplemental bond counsel fees for unanticipated circumstances: As to lease revenue bonds, in some instances it may be necessary to call upon the real estate expertise at our firm to resolve unanticipated issues that arise over questions of title, encumbrances, or other matters relating to the leased assets. In those instances, Attorneys will bill additional time devoted to such unanticipated issues at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level of additional time subject to this paragraph. The total fee for this additional work will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. As to the refunding of existing tax-exempt bonds, in some instances our review of the timing or purposes of expenditures of proceeds of the refunded bonds, or the use of property financed 1 1244-0001 \3112393v l.doc Docusign Envelope ID: E39DA391-CO66-48CO-843B-OE63B895F30B or refinanced with proceeds of the refunded bonds, could require unanticipated supplemental analysis. In those instances, Attorneys will bill additional time at a composite rate of $295 per hour. Attorneys will notify the City at the earliest point possible if we believe that the work rises to the level of supplemental analysis subject to this paragraph. The total fee for this supplemental analysis will not exceed an amount which the City Manager deems fair and reasonable and would be supplemental to the fee amounts due under subsection 1 above. 11244-OOD1\3112393vl.doc 6 Electronic Record and Signature Disclosure 0 docusignn Certificate Of Completion Envelope Id: E39DA391-0066-48CO-843B-OE63B895F30B Status: Completed Subject: Complete with Docusign: CO 2025-086 Amended and Restated Agreement for Legal Services.pdf Source Envelope: Document Pages: 6 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Emily Serrano AutoNav: Enabled Emily.Serrano@cityofrc.us Envelopeld Stamping: Enabled IP Address: 199.201.174.250 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Emily Serrano Location: DocuSign 6/26/2025 5:54:00 PM Emily.Serrano@cityofrc.us Signer Events Signature ... Timestamp Nicholas R. Ghirelli ny. Sent: 6/26/2025 5:59:29 PM nghirelli@rwglaw.com ESill*d {(�tb(aS �. �.t,t"W Viewed: 6/26/2025 10:31:30 PM Shareholder F7CAc9ECCAo8492_ Signed: 6/26/2025 10:31:57 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Electronic Record and Signature Disclosure: Accepted: 6/26/2025 10:31:30 PM ID:Oa3e25ad-e2fb-4493-869a-83358b6721d2 L. Dennis Michael Dennis.Michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign John Gillison John.Gillison@cityofrc.us City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/27/2025 10:50:59 AM ID: 2f338fa 7-33e8-4795-a7fe-Oe6b457f046f In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Using IP Address: 208.87.233.201 Eoo11s19� d by: Sent: 6/26/2025 10:31:58 PM . �`�" ° m"`�""� Viewed: 6/27/2025 5:45:50 AM E1ED487ESA05421.. Signed: 6/27/2025 5:46:09 AM Signature Adoption: Pre -selected Style Using IP Address: 172.116.88.134 Signed using mobile �,ryb�t.tn, 0001si91edey: Sent: 6/27/2025 5:46:10 AM 'Zs6v, Viewed: 6/27/2025 10:50:59 AM E738390iscc04o3_ Signed: 6/27/2025 10:51:05 AM Signature Adoption: Pre -selected Style Using IP Address: 2a04:4e41:29fa:f7e3::c4fa:f7e3 Signed using mobile Signature Timestamp Status Timestamp Status Timestamp Status Timestamp Status Timestamp Clerk Contracts ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Status Using IP Address: 199.201.174.250 Timestamp Sent: 6/27/2025 10:51:06 AM Viewed: 7/7/2025 11:58:06 AM Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/26/2025 5:59:29 PM Certified Delivered Security Checked 7/7/2025 11:58:06 AM Signing Complete Security Checked 6/27/2025 10:51:05 AM Completed Security Checked 7/7/2025 11:58:06 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Nicholas R. Ghirelli, John Gillison, Nicholas R. Ghirelli, John Gillison ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terns and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Cucamonga City Clerk's Office: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jasmin.oriel@cityofrc.us To advise City of Rancho Cucamonga City Clerk's Office of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at jasmin.orie@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Cucamonga City Clerk's Office To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Cucamonga City Clerk's Office To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to j'asmin.oriel@cityofrc.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: Lh )s�://supi)oi-t.docusi�n.com/auides/signer-�uide- si�nin�-s-vstem-reciuirements. To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. By selecting the check -box next to 'I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Cucamonga City Clerk's Office as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Cucamonga City Clerk's Office during the course of your relationship with City of Rancho Cucamonga City Clerk's Office.