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AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF RANCHO PALOS
VERDES, THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY AND THE
RANCHO PALOS VERDES IMPROVEMENT AUTHORITY
This Agreement is made and entered into by and between
the law firm of Richards, Watson & Gershon, a professional
corporation (hereinafter "the Firm") , and the City of Rancho
Palos Verdes (hereinafter "City") , the Rancho Palos Verdes
Redevelopment Agency (hereinafter "Agency") , and the Rancho Palos
Verdes Improvement Authority (hereinafter "Authority") , referred
to collectively as "the Parties" .
RECITAL S:
A. City, Agency and Authority desire to continue to retain
the Firm to discharge the duties of the office of City Attorney
and Legal Counsel for the Agency and Authority, as directed by
the City Council, the Redevelopment Agency, the Improvement
Authority, the City Manager and the Executive Director.
B. The attorneys of the Firm are duly licensed under the
laws of the State of California and are fully qualified to
discharge the duties of the office of City Attorney and Legal
Counsel for the Redevelopment Agency and the Authority and to
provide the services contemplated by this Agreement.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Scope of Services.
The Firm shall discharge the duties of the office of
City Attorney of the City and Legal Counsel for the Redevelopment
Agency and Improvement Authority and shall use its best efforts
to provide legal services in a competent and professional manner.
The legal services to be provided by the Firm shall consist of
those set forth in Exhibit "A" attached hereto and shall be
billed at the rates set forth therein.
2 . Designation of City Attorney.
Carol W. Lynch is designated as City Attorney for the
City and Legal Counsel for the Agency and the Improvement
Authority, and Craig Steele is designated as Assistant City
Attorney, Assistant Legal Counsel to the Agency and to the
Authority. The Parties understand and agree that the Firm may,
from time to time, utilize other attorneys within the Firm to
assist Ms. Lynch and Mr. Steele in the performance of this
Agreement.
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3 . Billing Procedures and Monthly Statements.
City agrees to pay the Firm for performing services for
City, Agency agrees to pay the Firm for performing services for
Agency, and Authority agrees to pay the Firm for performing
services for Authority in accordance with the following terms:
a. The Firm shall submit to City, Agency, and
Authority, within thirty (30) days after the end of each calendar
month, an itemized statement of the professional services
provided and the time expended providing those services in the
form customarily submitted by the Firm to clients which are
billed on an hourly basis. The Parties acknowledge that payment
of all monthly statements is expected to be made within forty-
five (45) days of the billing date.
b. The Firm will bill City, Agency and Authority
for items such as, but not limited to, long distance telephone
calls, filing fees, document duplication, computerized legal
research, and similar out-of-pocket expenditures. These items
will be separately designated on the Firm's monthly statements as
"disbursements, " and will be billed in addition to the fees for
professional services.
c. Time will be charged by the Firm in
increments of 1/10 of an hour (i.e. , six-minute units) . The rate
structure in general, or the rates of particular attorneys, may
be increased from time to time, after written notice to City,
Agency and Authority.
4. Resolution of Fee Disputes.
City, Agency and Authority are entitled to require that
any fee dispute be resolved by binding arbitration in Los Angeles
pursuant to the arbitration rules of the Los Angeles County Bar
Association for legal fee disputes. In the event that City,
Agency or Authority chooses not to utilize the Los Angeles County
Bar Association's arbitration procedures, each of them agrees
that all disputes regarding the professional services rendered or
fees charged by the Firm shall be submitted to binding
arbitration in Los Angeles to be conducted by the American
Arbitration Association in accordance with its commercial
arbitration rules.
5. Term of the Agreement.
This Agreement shall commence as of July 1, 1998 and
shall be and remain in full force and effect until terminated in
accordance with the provisions of Section 6 hereof.
6. Termination of the Agreement.
City, Agency and Authority have the right to terminate
the Firm's representation at any time, without cause, subject to
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411
an obligation to give notice in writing to the Firm at least
thirty (30) days prior to termination. The Firm has the same
right, subject to an obligation to give to City, Agency and
Authority written notice at least ninety (90) days prior to
termination so that they will be able to arrange alternative
representation. In either circumstance, City, Agency and
Authority agree to secure new counsel as quickly as possible and
to cooperate fully in the substitution of the new counsel as
counsel of record. The Firm agrees to cooperate fully in any
such transition, including the transfer of files.
Notwithstanding the termination of the Firm's representation,
City, Agency and Authority will remain obligated to pay to the
Firm all fees and costs incurred prior thereto.
7. Files.
All legal files of the Firm pertaining to the City, the
Agency and the Authority shall be and remain the property of the
respective entity. The Firm will control the physical location
of such legal files during the term of this Agreement and shall
be entitled to retain copies of such files upon termination of
this Agreement.
8. Modifications to the Agreement.
Unless otherwise provided for in this Agreement,
modifications relating to the nature, extent or duration of the
Firm's professional services to be rendered hereunder shall
require the prior written approval of the City Manager or in the
case of the Agency and the Authority, the Executive Director.
Any such written approval shall be deemed to be a supplement to
this Agreement and shall specify any changes in the Scope of
Services and the agreed-upon billing rate to be charged by the
Firm and paid by City, Agency or Authority.
9. Independent Contractor.
No employment relationship is created by this
Agreement. The Firm shall, for all purposes, be an independent
contractor to City, Agency and Authority.
10. Nondiscrimination.
In the performance of this Agreement, the Firm shall
not discriminate against any employee or applicant for employment
because of race, religion, color, sex, national origin, sexual
orientation or medical condition. The Firm shall take
affirmative action to insure that applicants are employed, and
that employees are treated during their employment, without
regard to their race, religion, color, sex, national origin,
sexual orientation or medical condition. Such actions shall
include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment
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advertising; layoff or termination; rates of pay or other forms
of compensation, and selection for training.
11. Assignment and Delegation.
This Agreement contemplates that the personal
professional services of the Firm and this Agreement, or any
portion thereof, shall not be assigned or delegated without the
prior written consent of City, Agency or Authority. Delegation
to attorneys outside the Firm shall be limited to those
situations in which the Firm is disqualified by virtue of a
conflict of interest, or where the Firm does not possess the
expertise to perform services in a particular practice area.
Delegation shall not be made without the prior approval of the
City Manager or in the case of the Agency and the Authority, the
Executive Director. The Firm shall supervise delegated work,
except where precluded from doing so by virtue of a conflict of
interest, and where otherwise agreed to by the Parties hereto.
12. Insurance.
a. The Firm shall obtain and maintain in full
force and effect a professional liability insurance policy which
provides coverage in an amount not less than $2, 000,000 per
occurrence and $7,000, 000 in the aggregate. Said insurance
policy shall provide coverage to City, Agency and Authority for
any damages or losses suffered by City, Agency or Authority as a
result of any error or omission or neglect by the Firm which
arises out of the professional services required by this
Agreement. Such insurance may be subject to a self-insured
retention or deductible to be borne entirely by the Firm.
b. The Firm shall obtain and maintain workers'
compensation insurance in accordance with Section 3700 of the
California Labor Code.
c. The Firm shall obtain and maintain a policy
of comprehensive general liability insurance in the aggregate
amount of $1, 000, 000. 00 covering claims for personal injuries or
property damage.
d. The Firm agrees to notify City, Agency and
Authority in the event the limits of its insurance should fall
below the coverages stated in this paragraph or if the insurance
policies noted here are allowed to lapse and substitute insurance
is not obtained.
13 . Entire Agreement.
This Agreement, together with any written modification
pursuant to Paragraph 8 above, shall constitute the full and
complete agreement and understanding of the Parties and shall be
deemed to supersede all other written or oral statements of any
party relating to the subject matter hereof.
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IN WITNESS WHEREOF, the duly authorized representatives
of the Parties have caused this Agreement to be executed as of
the dates indicated below.
Dated: 6P/Arne CITY OF RANCHO PALOS VERDES
THE RANCHO PALOS VERDES
REDEVELOPMENT AGENCY, AND THE
RANCHO PALOS VERDES IMPROVEMENT
AUTHORITY
BY iedajetA_AJ\Y&SA-,42-0
BARBARA FERRARO
MAYOR AND CHAIRPERSON
ATTEST:
DEPUTY CITY CLERK
Dated: RICHARDS, WATSON & GERSHON
A Profe ional Corporation
By
WILLI *1 STRAUSZ
CHAIRMAN THE BOARD
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111 411
EXHIBIT "A"
SCOPE OF SERVICES AND APPLICABLE BILLING RATES
I. GENERAL LEGAL SERVICES
A. The general legal services to be provided by the Firm
to City shall include, without limitation, the following:
1. Provide routine legal assistance, advice and
consultation to the City Council and to City
staff, which do not fall within the categories of
special services listed below in Sections II, III
and IV, relating to land use, CEQA, general
municipal law issues, enforcement of the Municipal
Code, potential tort liability, and risk
management.
2 . Prepare and review legal opinions, ordinances,
resolutions, agreements and related documents.
3 . Review draft environmental impact reports and
related environmental documents.
4. Attend all regular meetings of the City Council,
and such other meetings of the Council and other
City Commissions and Boards as may from time to
time be specified by the City.
5. Monitor pending state and federal legislation and
regulations, and new case law, as appropriate.
6. Perform such other or additional general legal
services as may be requested by City, acting by
and through the City Council or the City Manager.
B. The general legal services specified in paragraph A
above shall be provided at the rate of $145.00 per hour.
II. LITIGATION SERVICES
A. The litigation services to be provided by the Firm on
behalf of City, Agency and Authority shall include, without
limitation, the following:
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1. Litigation matters previously assigned to the Firm
by City, Agency or Authority, including
"Superfund" environmental litigation, litigation
involving view restoration matters, litigation
regarding the enforcement of the provisions of the
Municipal Code, Mr. Ralph Ortolano, Dr. and Mrs.
Hunt, and insurance coverage disputes regarding
these and other matters.
2 . Litigation matters hereafter assigned to the Firm
by City, Agency or Authority, which may include
litigation related to eminent domain proceedings.
B. The litigation services specified above in paragraph A
shall be billed at the regular hourly rate of the attorney or
attorneys providing such services, discounted by ten percent
(10%) .
III. SPECIALIZED LEGAL SERVICES
The specialized legal services (excluding litigation
services) to be provided by the Firm to City, Agency and
Authority shall include the following:
A. Labor Relations and General Personnel and Employment
Advice. These specialized legal services shall include advice
relating to labor relations matters and advice relating to
general personnel and employment matters; these specialized legal
services shall be billed at the rate of $165. 00 per hour;
B. Other than litigation and the specialized legal
services referred to in the other paragraphs of this Section III,
legal services provided to the Redevelopment Agency and the
Improvement Authority shall be billed at the rate of $145. 00 per
hour;
C. Environmental Legal Services (beyond those specified as
general legal services) ;
D. Franchise Negotiations and drafting of franchise
agreements;
E. Bond Counsel and Municipal Finance Services and tax
advice;
F. Other matters which are deemed by the Parties to
constitute specialized legal services shall be subject either to
a separate agreement between City, Agency or Authority and the
Firm, or to the prior written approval of the City Manager or in
the case of the Agency and the Authority, the Executive Director;
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G. Matters for which a trust account has been established
with the City for purposes of reimbursing the City for the time
expended by City Staff and Consultants, including the City
Attorney's office;
H. With the exception of the services specified in
paragraphs A and B above, which shall be provided at the hourly
rates set forth in those paragraphs, specialized legal services
of the nature specified above in paragraphs C through G shall be
billed at the regular hourly rate of the attorney or attorneys
providing such services.
IV. EXTRAORDINARY LEGAL SERVICES
The determination as to whether a particular matter or
assignment is to be considered to require extraordinary service,
as opposed to routine general or specialized legal services, will
be made jointly by the City Attorney and the City Manager or in
the case of the Agency and the Authority, the Executive Director.
Extraordinary legal services will be billed at the regular hourly
rate of the attorney or attorneys providing such services.
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