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Aleshire & Wynder LLP - FY2016-018-01 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES This AMENDMENT NO 1 to the CONTRACT SERVICES AGREEMENT (herein the "Amendment No 1"), executed on the 2"d day of November, 2021, by and between the CITY OF RANCHO PALOS VERDES, a general law city and municipal corporation (herein the "CITY"), and ALESHIRE & WYNDER, LLP, a California limited liability partnership (hereinafter referred to as "ATTORNEY") RECITALS A CITY has previously retained the legal services of ATTORNEY pursuant to the terms and conditions of that certain CONTRACT SERVICES AGREEMENT (the "Agreement") dated on or about September 2, 2015 B Effective July 1, 2018, the attorney fee structure was adjusted under the terms of the Agreement, the same to remain in effect unless or until amended C ATTORNEY has not received an adjustment in fees since 2018 even though cumulative CPI adjustments over the cumulative period has been some 8% Furthermore, during the last twelve (12) months, ATTORNEY took a voluntary rate deduction to financially assist CITY during the uncertain economic times resulting from the COVID-19 states of federal, state, county and local emergencies D The parties hereto now desire to adjust ATTORNEY's billing rates the same to be retroactively effective from and after November 1, 2021 COVENANTS. In consideration of the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CITY and ATTORNEY agree as follows Section 1. Exhibit "A," entitled "Fee Arrangement," of the Agreement is hereby amended, in its entirety, to read as is set forth in Amended Exhibit "A," attached hereto and incorporated herein by this reference Section 2. Except as set forth herein, all other terms, conditions, and provisions of the Agreement shall remain in full force and effect IN WITNESS WHEREOF, the parties have executed and entered into this Amendment No 1 as of the date stated below for execution by the Mayor [SIGNATURE ON THE FOLLOWING PAGE] 01203 0001/728385 7 - 1 - CITY OF RANCHO PALOS VERDES, a municipal corporation Dated /I /a/ao�i By ' - Alt.,Enc Alegria, May ATTEST ity Clerk ALESHIRE& WYNDER, LLP Dated 11121 MAI By . ZOdtrin William W Wyn for ALESHIRE & WYNDER, LLP [END OF SIGNATURES] 01203 0001/728385 7 - 2 - AMENDED EXHIBIT "A" FEE ARRANGEMENT (1) Effective November 1, 2021, the City will begin the retainer service model in which the City will pay Aleshire & Wynder a monthly fee of$55,000 This monthly fee is to cover the first 250 hours per month at $220/hour (adjusted annually commencing July 1, 2024 and each fiscal year thereafter by the March CPI-U) of"general" legal services (defined as all legal services other than "special" legal services and including special projects, labor negotiations, insurance coverage matters, risk management matters, and code enforcement matters) (2) Effective November 1, 2021, the rate for "general" legal services exceeding 250 hours per month shall be increased to $200/hour (adjusted annually commencing July 1, 2024 and each fiscal year thereafter by the CPI-U) (3) Effective November 1, 2021, the rate for "special" legal services shall be increased to $230/hour Special legal services shall be defined as general litigation matters, personnel disciplinary actions or litigation, and mandatory personnel or contract arbitration matters (adjusted annually commencing July 1, 2024 and each fiscal year thereafter by the March CPI-U) (4) Effective November 1, 2021, where there is an opportunity to obtain cost recovery from a private party such as a developer the recoverable rate shall be $290/hour (adjusted annually commencing July 1, 2024 and each fiscal year thereafter by the March CPI-U) (5) Effective November 1, 2021, the rate for legal assistants/paralegals, irrespective of matter, shall be $115/hour, and for document clerks shall be $75/hour (adjusted annually commencing July 1, 2024 and each fiscal year thereafter by the March CPI-U) (6) Effective November 1, 2021, for public finance transactions the fee structure shall be as follows (i) For land based issues (i e CFD, Assessment or Improvement Districts) one and one-half percent (1 5%) of the first $1 million executed and delivered, three-quarters of one percent (0 75%) of the next $4 million executed and delivered, one-third of one percent (0 33%) of the next $10 million, one-eighth of one percent (0 125%) of the next $10 million, and one-tenth of one percent (0 01$) of any amount over $25 million, subject to a minimum fee of Forty Thousand Dollars ($40,000 00), or (ii) For all other financings, the above schedule applies with a 25% discount In the event that multiple series of bonds or notes are issued, the foregoing fee schedule would be applied to each issue Fees shall be contingent unless otherwise directed by the client If contingent, payment of the fees is entirely contingent upon the successful execution and delivery of the bonds or notes to be payable on or after delivery except for out-of-pocket expenses In addition to the foregoing, a fee of $6,000 00 may be charged if a tax opinion is required At the discretion of the City, City may choose a non-contingent structure in lieu of the above schedule at the rate of$400 00 per hour on a blended rate for all attorney time incurred (7) In addition to the foregoing, ATTORNEY would be reimbursed for out-of-pocket expenses including telecopier, messenger, courier, and other communication costs, reproduction expense, computer research services, court reporters, mileage cost to court and administrative proceedings, travel expenses outside of Los Angeles County, and other costs and expenses incurred on your behalf Notwithstanding the foregoing, ATTORNEY will not charge for word processing, routine computer-assisted legal research, local calls or mileage to City Hall or City offices (8) The other normal terms and conditions of ATTORNEY's billing are set forth in the Statement of Billing Practices attached as Exhibit"B"to the Agreement (9) In the event CITY's City Council elects to extend the term of this Amended Fee Arrangement as provided hereinafter, CITY shall grant ATTORNEY a Cost Of Living Adjustment (COLA) increase on all rates commencing July 1, 2024, to be effective July 1 of each succeeding each fiscal year thereafter based upon the percentage increase in the Consumer Price Index (CPI-U) in the Los Angeles-Riverside-Orange County geographic area for the preceding twelve (12) month period measured March to March (10) The foregoing Amended Fee Arrangement will remain in effect until June 30, 2024 Thereafter, CITY's City Council shall have the right, in its sole discretion, to extend the this Amended Fee Arrangement, on the same terms and conditions set forth hereinabove, for up to two (2) additional one (1) year extended Amended Fee Arrangement periods CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES CITY OF RANCHO PALOS VERDES This CONTRACT SERVICES G f EEMENT FOR CITY ATTORNEY SERVICES (the "Agreement") is effective as of the' ' day of -', ''2015, by and between the law firm of ALESHIRE & WYNDER, LLP, a California limite. liability partnership ("A&W"), and the CITY OF RANCHO PALOS VERDES ("RPV" OR "City"), a general law city. The term "City" shall also include the RPV Successor Agency, the RPV Community Housing Authority, the RPV Public Financing Authority, and all other City boards and commissions. 1. APPOINTMENT City Council hereby appoints David J. Aleshire as the City Attorney, and hires A&W as its City Attorney, to render such legal services as are customarily rendered by such officials and as further specified herein, including attending meetings of the City Council, Planning Commission, RPV Successor Agency ("Successor Agency"), RPV Housing Authority ("Housing Authority"), RPV Public Financing Authority ("Public Financing Authority"), all other City boards and commissions and their affiliated agencies, as directed by the City. Notwithstanding the foregoing appointment, the designated City Attorney, Agency Counsel, and any Assistant or Deputy City Attorney, may be established from time to time or modified by resolution of the City Council. A&W represents that it employs, or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services set forth herein. A&W shall not replace the designated City Attorney (or any successors to such person) without the City Council's prior approval, except from time to time necessary due to illness or vacation scheduling. Approval of any such temporary substitute, or of any Assistant City Attorney shall be obtained from the City Manager, and resources will be provided to the City Manager and City Council if requested. City Attorney may appoint various deputies as City Attorney deems appropriate, without the need for amendment hereof. 2. SCOPE OF WORK AND DUTIES A. A&W shall perform any and all work necessary for the provision of City Attorney services to City, as set forth in the Municipal Code, including, but not limited to, the following: (i) Attendance at City Council, Planning Commission, or Successor Agency, Housing Authority, Public Financing Authority, or other affiliated entities, unless excused by the City Manager or his/her designee, and other board and commission meetings on request of the City Manager or his/her designee; and (ii) Provide legal advice, written legal opinions, and consultation on all matters affecting the City to the City Council, City Manager, boards, commissions, committees, officers, and employees of City and as requested by the City Council, the City Manager, or his/her designee, in accordance with such policies and procedures as may be established by City from time to time; and 1 09999.0014/266395.1 (iii) Be available for telephone consultation with City staff, as needed on legal matters which are within their area of operation; and (iv) Prepare or review necessary legal documents such as: ordinances, and resolutions; all agreements of any nature; all real property instruments of any nature including purchase agreements and escrows, leases, covenants, deeds, easements and licenses; bond size, amount, and offering terms and conditions; public works construction documents including bid specifications, contracts, bonds, insurance, liens and related documents; memorandum of understanding; franchise agreements; and all similar documents; and (v) Represent and advise City on pending and potential litigation; notwithstanding the foregoing, it is expressly understood that A&W shall not be responsible for any pending litigation matter(s) handled by attorneys previously or otherwise employed by the City until all files have been transferred to A&W and A&W has specifically appeared in the matter(s) as attorneys of record on behalf of City; and (vi) Hold office hours at City Hall at a time agreed to with City Manager; and (vii) Attend management staff and agenda review meetings at a time agreed to with City Manager; and (viii) Monitor pending and current legislation and case law as appropriate; and (ix) Supervise outside legal services, if any. B. A&W, as a full-service law firm, is prepared to, and will, provide representation to City in all of its legal affairs, including, but not limited to, municipal law, land use, environmental, toxics, mining, water, tort defense, personnel, labor representation, code enforcement, criminal prosecution, redevelopment, housing, cable television, finance, franchising, contracts, enterprise and other matters, except where conflicts exist or where the City Council may otherwise direct. The City Attorney shall represent City in all of the foregoing legal matters, and in initiating and defending all litigation unless otherwise directed by the City Council. C. The City Attorney will keep City informed as to the progress and status of all pending matters in accordance with such procedures as the City may establish from time to time. The City Attorney is expected to manage, control and oversee the delivery of legal services in a competent, professional, and cost-effective manner. All legal services shall be properly supervised and all personnel shall be qualified to handle the work assigned. If outside special counsel is retained, unless otherwise directed by the City Council, such special counsel shall be supervised by the City Attorney. D. All legal services shall be coordinated under the direction of the City Manager. Notwithstanding any other provision contained herein, any legal services can only be authorized by the City Council or City Manager. Nothing in this Agreement shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign legal matter of City from or to A&W. 2 09999.0014/266395.1 3. CITY DUTIES City agrees to provide such information, assistance, cooperation, and access to books, records, and other information, as is necessary for A&W to effectively render its professional services under this Agreement. To the extent City desires services to be rendered on site, City, at City's expense, will make available sufficient office space, furniture, telephones, computers, facsimile machines, and secretarial support, as approved by the City Manager, as may be necessary therefor. City further agrees to abide by this Agreement, and to timely pay A&W's bills for fees, costs, and expenses. In addition, City understands that the fee structure herein represents a blending of rates, with certain services offered at discounted rates, on the assumption that, due to the volume of work, other services will be rendered at higher rates. Therefore, insofar as possible and unless A&W lacks the experience, capability or resources, it is the intent of the parties hereto that all matters of City requiring the rendition of legal services shall be performed by A&W. However, nothing in this Section, or any other part of this Agreement, shall be construed in any manner as limiting the ultimate and absolute discretion of the City Council, at any time, to assign or reassign legal matters of City from or to A&W. 4. PERSONNEL In addition to David J. Aleshire acting as City Attorney, A&W will provide the following additional attorneys to render the predominate legal services hereunder: David J. Aleshire: Sunny Soltani: Anthony Taylor: Elena Gerli: Christina Burrows: Margaret Rose: Colin Tanner: Glen Tucker: Agency Counsel Deputy City Attorney Chief Litigation Deputy City Attorney Assistant City Attorney Deputy City Attorney Deputy City Attorney Deputy City Attorney/Personnel Deputy City Attorney/Police and Defense Assignments may be modified as provided in Section 1 above and except as so provided, A&W will exercise its discretion to utilize whichever attorney(s) (and staff) it determines to be best suited to its rendition of legal services under this Agreement, consistent with the competent and efficient rendering of legal services, and with a view toward rendering such services in an economically efficient manner. 5. COMPENSATION A&W's fees will be charged on an hourly basis for all time actually expended. The compensation schedules are set forth in Exhibits "A" and "B" attached hereto and incorporated herein by this reference. In general, the arrangement is that there is a base amount of hours which are significantly discounted and referred to as the general retainer hours. This includes general services, attending public meetings, preparing ordinances and resolutions, giving general advice to City departments and similar services. A higher rate is charged after the retainer hours are exceeded. Special services, including a broad range of categories (litigation, personnel, labor, redevelopment, 3 09999.0014/266395.1 housing, toxics, refuse, cable, enterprise, etc.), which would otherwise be likely to be contracted out as special services at higher rates, are billed at a higher blended rate. Public finance matters are charged on a contingent basis based upon the size of the matter. The specific terms are set forth below in Section 6 and in the exhibits. The City might wish to consider a set retainer for general services. We will track the expenses for six (6) months, or such period as a standard has emerged, and negotiate a retainer at that time if desired by City. With regards to conversations with Council Members, these are considered a part of general services. Conversations shall be related to City business and City Attorney shall report to City Manager concerning any excessive use of services. The foregoing arrangement would remain in effect for at least Fiscal Year 2015-2016 and the following Fiscal Year. However, the hourly rates of the attorneys at A&W are reviewed annually and, when appropriate, adjusted to reflect increases in expertise as well as other appropriate factors. Such increases are made on an annual basis, effective as of the beginning of each calendar year. While the hourly rates for services rendered by individual A&W attorneys may be adjusted as set forth herein, the "rates" established in this Agreement shall not be adjusted except as provided here, and only upon the approval of the City Council. 6. BOND OR FINANCIAL SERVICES Bond or Financial Services shall mean those situations where A&W acts as Bond Counsel for City with regard to the issuance of securities by City; after review and accord of the proposed issue by independent review Counsel if selected by City, A&W shall be compensated for Bond or Financial Services on a flat fee non -contingent basis of Four Hundred Dollars ($400.00) per hour or on a contingent finance option as shown on Exhibit "A". The choice of options shall be solely at the discretion of the City Council. 7. COSTS AND OTHER CHARGES A&W may incur various costs and expenses in rendering the legal services required by this Agreement which, if customary and necessary for the performance of legal services hereunder, shall be reimbursable by City. These costs and expenses are described in more detail in Exhibit "B", attached hereto, and incorporated herein by reference. City agrees to reimburse A&W for these costs and expenses in addition to the hourly fees for legal services. Reimbursable costs shall not include any overhead or administrative charge by A&W or A&W's cost of equipment or supplies except as provided herein. A&W may determine it necessary or appropriate to use one or more outside investigators, consultants, or experts in rendering the legal services required (particularly if a matter goes into litigation). City will be responsible for paying such fees and charges. A&W will not, however, retain the services of any outside investigators, consultants, or experts without the prior written agreement of City. A&W will select any investigators, consultants, or experts to be hired only after consultation with and approval by the City. 4 09999.0014/266395.1 The cost and expenses referred to herein include certain travel expenses; transportation, meals, and lodging; when incurred on behalf of the client. Except in connection with litigation (travel costs to court and for discovery are chargeable), these will only be charged when outside the counties of Los Angeles, Orange, and Riverside, and only with the prior agreement of City. Periodically, when on-site, A&W personnel may be required to make local and long- distance telephone calls, or make photocopies, or incur other expenses on behalf of the City. A&W will not be charged for such expenses and, in exchange, will not charge the City for calls made from our office or other locations to the City. A&W shall scrupulously examine all bills submitted for services tendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service hereunder. A&W shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City. A&W agrees it will not bill for time which is not specifically devoted to said task(s). A&W shall not use legal professionals for secretarial work and under no circumstances shall A&W have lawyers billing for making copies, scheduling appointments or taking care of matters or work which would otherwise be work performed by a secretary. The billing format utilized to provide bills shall be set forth in a detailed format which readily permits the full scrutiny by any City retained auditors. 8. STATEMENTS AND PAYMENT A&W shall render to City a statement for fees, costs, and expenses incurred on a monthly basis. Such statement(s) shall indicate the basis of the fees, including the hours worked, the hourly rate(s), and a specific description of the work performed. Separate billing categories can be established to track costs associated with City funding categories or to track project costs, or such other basis as the City may direct. Reimbursable costs shall be separately itemized. In consideration for A&W's performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of A&W's bill by the City, A&W shall be compensated at the preapproved hourly rates and for authorized expenses as set forth in Exhibit B. Payments shall be made by City within thirty (30) days of receipt of the statement, except for those specific items on an invoice which are contested or questioned and are returned by City with a written explanation of the question or contest, within thirty (30) days of receipt of the invoice. Payments made more than ninety (90) days after the due date shall draw interest at ten (10) percent. Invoices shall be submitted to the City at the address shown in Section 13. 9. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT The experience, knowledge, capability and reputation of A&W, its partners, associates, and employees, was a substantial inducement for City to enter into this Agreement. Therefore, A&W shall not contract with any other person or entity to perform, in whole or in part, the legal services required under this Agreement without the written approval of City. In addition, neither this Agreement, nor any interest herein, may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law, whether for the benefit of creditors, or otherwise, without the prior written approval of City. Adding attorneys to A&W, changes in the 5 09999.0014/266395.1 partnership, name changes and similar changes shall not be deemed a transfer or assignment requiring approval of City or amendment hereof. 10. INDEPENDENT CONTRACTOR A&W shall perform all legal services required under this Agreement as an independent contractor of City, and shall remain, at all times as to City, a wholly independent contractor with only such obligations as are required under this Agreement. Neither A&W nor any employees or agents of A&W shall be considered an employee of City for any purpose. Neither City, nor any of its employees, shall have any control over the manner, mode, or means by which A&W, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. City shall have no voice in the selection, discharge, supervision or control of A&W employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. 11. INSURANCE A&W shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of One Million Dollars ($1,000,000.00), and One Million Dollars ($1,000,000.00) products and completed operations. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both A&W and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement, with limits of at least One Million Dollars ($1,000,000.00) for bodily injury by disease, One Million Dollars ($1,000,000.00) each accident/bodily injury and One Million Dollars ($1,000,000.00) each employee bodily injury by disease. (c) Automobile Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than a combined single limit liability of One Million Dollars ($1,000,000.00). Said policy shall include coverage for owner, non -owner, leased and hired cars. (d) Errors and Omissions Insurance. A policy of professional liability issuance written on a claims made basis in an amount not less than Three Million Dollars ($3,000,000.00). Except for the policy of professional liability insurance, all of the above policies of insurance shall be primary insurance and shall name City, its officers, employees and agents as additionally insured. Except for the policy of professional liability insurance, the insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Except for the policy of professional 6 09999.0014/266395.1 liability insurance, all of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, A&W shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the City. Failure to do so is cause for termination. 12. INDEMNIFICATION A. A&W agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of A&W, its agents, employees, subcontractors, or invitees, provided for herein or arising from the acts or omissions of A&W hereunder, or arising from A&W's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arises from the negligence or willful misconduct of City, its officers, agents or employees. B. City acknowledges that A&W is being appointed as City Attorney pursuant to the authority of Government Code Section 36505, and has the authority of that office. Accordingly, the City is responsible pursuant to Government Code Section 825 for providing a defense for the City Attorney for actions within the scope of its engagement hereunder. Therefore, City agrees to undertake its statutory duty under section 825 and indemnify A&W, its officers, employees and agents against and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claims by any person, firm or entity arising out of or in connection with the work, operations or activities of A&W within the course and scope of its employment hereunder, but nothing herein shall require City to indemnify A&W for liability arising from A&W's own negligence, tortious acts, willful misconduct or legal malpractice. Nothing in this agreement shall be construed to provide A&W with greater indemnification than required by Government Code section 825 or to prohibit the City from providing a defense with a reservation of rights as permitted by section 825. In connection herewith: (i) City will promptly provide a defense and pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with such work, operations or activities of City hereunder except as specified above; (ii) In the event A&W, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against City for such damages or other claims solely arising out of or in connection with the work operation or activities of City hereunder, City agrees to pay to A&W, its officers, agents or employees any and all costs and expenses incurred by attorney, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees to the extent required by Government Code section 825. 7 09999.0014/266395.1 13. NOTICES Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same into the custody of the United States Postal Service, or its lawful successor; postage prepaid and addressed as follows: CITY: City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 Attention: City Manager ATTORNEY: Aleshire & Wynder, LLP 18881 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 223-1170 (office) (949) 223-1180 (fax) Attention: David J. Aleshire Service of a notice by personal service shall be deemed to have been given as of the date of such personal service. Notice given by deposit with the United States Postal Service shall be deemed to have been given two (2) consecutive business days following the deposit of the same in the custody of said Postal Service. Either party hereto may, from time to time, by written notice to the other, designate a different address or person which shall be substituted for that specified above. 14. NON-DISCRIMINATION In connection with the execution of this Agreement, A&W shall not discriminate against any employee or applicant for employment because of race, religion, marital status, color, sex, handicap, sexual orientation, or national origin. A&W shall take affirmative action to ensure that applicants are employed, and that employees are treated fairly during their employment, without regard to their race, religion, color, sex, marital status, handicap, sexual orientation, or national origin. Such actions shall include, but not be limited to the following: employment, promotion, demotion, transfer, duties assignment; recruitment or recruitment advertising; layoff of termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In the State of California, this requirement is an ethical obligation of attorneys in the management of their firms. [Rules of Professional Conduct Section 2-400(c)] 15. TERM, DISCHARGE AND WITHDRAWAL This Agreement shall continue in effect, subject to modification of fees as provided in Section 5, until terminated by either party hereto. City may discharge A&W at any time. The City Attorney shall have no right to hearing or notice, and may be discharged with or without notice. A&W may withdraw from City's representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon at least sixty (60) days' notice to City. 8 09999.0014/266395.1 In the event of such discharge or withdrawal, City will pay A&W professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representation. City agrees to execute, upon request, a stipulation in such form as to permit A&W to withdraw as City's attorneys of record in any legal action then pending. A&W shall deliver all documents and records of City to City, or to counsel designated by City, and assist to the fullest extent possible in the orderly transition of all pending matters to City's new counsel. 16. CONFLICTS A&W represents that it has advised the City in writing prior to the date of signing of this Agreement of any known relationships with a third party, the City Council or City employees which would: (i) present a conflict of interest with the rendering of professional services under this Agreement; (ii) prevent A&W from performing the terms of this Agreement; and (iii) present a significant opportunity for the disclosure of confidential information. A&W has no present or contemplated employment which is adverse to the City. A&W agrees that it shall not represent clients in matters either litigation or non -litigation against the City. However, A&W may have past and present clients or may have future clients, which, from time to time, may have interests adverse to City, and A&W reserves the right to represent such clients in matters not connected with its representation of the City, upon securing a waiver from both the City and the present or future client. If a potential conflict of interest arises in A&W's representation of two clients, if such conflict is only speculative or minor, A&W shall seek waivers from each client with regards to such representation. However, if real conflicts exist, A&W shall withdraw from representing either client in the matter, and assist them in obtaining outside special counsel. 17. INTERPRETATION OF AGREEMENT AND FORUM This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. In the event of any dispute hereunder, forum shall be the Superior Court, Los Angeles County. 18. INTEGRATED AGREEMENT; LEGAL REVIEW; AMENDMENT This Agreement contains all of the agreement of the parties and cannot be amended or modified except by written agreement. City has been advised by A&W of its right to have independent legal review of this Agreement and has not sought or relied upon advice from A&W concerning this Agreement. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 19. LICENSE REQUIREMENTS A&W shall demonstrate that the attorneys) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the 9 09999.0014/266395.1 satisfaction of the City Council or the City Manager why such license is not required to perform the services required. 20. CONFIDENTIALITY AND DISCLOSURE The data, information and reports acquired or prepared by A&W in connection with matters upon which the City has retained A&W shall not be shown or distributed to any other public or private person or entity except as authorized by the City Council or the City Manager and in no event prior to having been first disclosed to the City Council or the City Manager. All information, documents, records, reports, data or other materials furnished by City to A&W or other such information, documents, records, data or other materials to which A&W has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. A&W shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Manager. 21. RECORDS AND DOCUMENTATION A&W shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. A&W agrees to assist City in meeting City's reporting requirements to other agencies with respect to A&W's work under this Agreement. 22. ASSIGNMENTS AND SUCCESSORS IN INTEREST City and A&W bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Manager or the City Council. 23. NO WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. 24. CORPORATE AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURES ON NEXT PAGE] 10 09999.0014/266395.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of execution by the City. Dated: ATTEST: 9 0V , 2015 City Clerk Dated: , 2015 "ALESHIRE & WYNDER, LLP" By: David J. shire, Esq. 11 09999.0014/266395.1 "CITY" CITY OF RANCHO PALOS VERDES, a municipal corporation B • ayor EXHIBIT "A" FEE ARRANGEMENT (1) The payment for up to one hundred (100) hours of general legal service (Monthly Hour Limit) shall be a maximum of Sixteen Thousand Five Hundred Dollars ($16,500) per month (billed at One Hundred Sixty -Five Dollars ($165) per hour). This high discount is due to the need to ramp up services in the first year. After 2 years, the discounted rate shall apply to only 80 hours of legal services. The $165 rate shall increase to $175 per hour after two years of services (July 1, 2018). (2) General legal services over the Monthly Hour Limit will be billed at the rate of One Hundred Seventy Five Dollars ($175) per hour for the first year and increasing to $185 the second year and $195 per hour thereafter (July 1, 2017, through July 1, 2018). (3) Special legal services shall include litigation matters, public finance, disciplinary actions or hearings, labor negotiations, redevelopment, housing, cable television, water, toxics, refuse, franchising, enterprise activities and any major contract negotiation involving more than 10 hours (with City Manager approval). Except for insurance defense, code enforcement, and public finance, all such matters shall be billed at the rate of Two Hundred Five ($205) per hour and increasing to $215 after one year of services. (4) Insurance defense/risk management, and code enforcement litigation will be billed at a reduced rate of One Hundred Eighty Five Dollars ($185) per hour. (5) Where there is an opportunity to obtain cost recovery through a private party such as a developer, the hourly rate will be Two Hundred Seventy Fifty Dollars ($275) per hour or $320 for major transactions. (6) If City chooses to use Firm for public finance, the fee structure shall be as follows: (i) For land based issues (i.e. CFD, Assessment or Improvement Districts) one and one-half (1 1/2) percent of the first $1 million executed and delivered; three-quarters percent of the next $4 million executed and delivered; one-third percent of the next $10 million; one-eighth percent of the next $10 million; and one-tenth percent of any amount over $25 million; subject to a minimum fee of Forty Thousand Dollars ($40,000); or (ii) For all other financings the above schedule applies with a 25% discount. In the event that multiple series of bonds or notes are issued, the foregoing fee schedule would be applied to each issue. Fees shall be contingent unless otherwise directed by the client. If contingent, payment of the fees is entirely contingent upon the successful execution and delivery of the bonds or notes to be payable on or after delivery except for out-of-pocket expenses. In addition to the foregoing, a fee of $6,000 may be charged if a tax opinion is required. At the discretion of the City, City may choose a non -contingent structure in lieu of the above schedule at the rate of $400 per hour on a blended rate for all attorney time incurred. (7) In addition to the foregoing, the Firm would be reimbursed for out-of-pocket expenses as described in the attached Exhibit B. (8) The blended rate for legal assistants (Paralegal), irrespective of matter, shall be One Hundred Five Dollars ($105) per hour. (9) The blended rate for document clerks, document litigation specialist and city clerk/election consultant services shall be Fifty Dollars ($50). This arrangement shall remain in effect until July 1, 2018 and thereafter until amended. 2 09999.0014/266395.1 EXHIBIT "B" STATEMENT OF BILLING PRACTICES The Firm's fees are charged on an hourly basis for all time actually expended and are generally billed monthly with payment due within thirty (30) days after the date of the bill. However, where contract rates are established, they prevail over design rates. The current hourly design rate for the attorneys and staff working on this matter will be set forth in the billing statement. Annually, you will be provided with the prevailing hourly design rates for the attorneys who will spend the predominate amount of time on this matter. It should be understood that hourly rates are reviewed, and when appropriate, adjusted to reflect increases in seniority and experience as well as inflationary factors. These increases are generally made on an annual basis effective at the beginning of each calendar year. The Firm will incur various costs and expenses in performing legal services. These costs and expenses are separately billed to the client and include fees fixed by law or assessed by public agencies, litigation costs including deposition, reporter fees, and transcript fees, long distance telephone calls, messenger and other delivery fees, postage, photocopying (charge of twenty cents ($.20) per page) and other reproduction costs, staff overtime when necessitated and authorized by the client, and computer-assisted research fees when authorized by the client, all based on the actual and reasonable cost (mileage, reproduction and other costs are periodically adjusted in accordance with the Firm's actual costs). Travel costs including mileage (current IRS rate), parking, airfare, lodging, meals, and incidentals are charged in connection with administrative or judicial proceedings, or when traveling outside of Los Angeles, Orange, and Riverside counties. Travel time may also be charged in connection with such proceedings. In addition, the client will be responsible for paying the fees of consultants and other outside experts who are retained after consultation with the client. The Firm will not charge for mileage or travel time between our office and City facilities, nor for local telephone calls or calls made to the City. In exchange, Firm shall not be charged for calls made or received at the City, whether local or long-distance, or for copying charges since copying onsite will reduce the charge to the client. The monthly billing statements for fees and costs shall indicate the basis of the fees, including a detailed and auditable breakdown of the hours worked, the billable rates charged and description of the work performed. All bills are expected to be paid within thirty (30) days of the date of the billing statement. In the event any statement remains unpaid for more than thirty (30) days after the date of the statement, interest thereon at the rate of ten percent (10%) per annum shall be due and payable thereafter on the unpaid balance. Registration fees for attorneys attending conferences and seminars are paid by the Firm and are never charged to the City (unless expressly requested by the City). 3 09999.0014/266395.1