HomeMy WebLinkAboutJones and Mayer-2011-30 LEGAL SERVICES AGREEMENT
FOR THE CITY OF GRAND TERRACE AND
THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY
This Legal Services Agreement for City Attorney Services and Agency Counsel
Services ("Agreement) is made and entered into by and between JONES & MAYER and
the CITY OF GRAND TERRACE ("City"), a municipal corporation of the State of California
and the CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY
("Agency").
1. RECITALS
1.1.The City wishes to engage the services of JONES & MAYER as the City
Attorney on the terms set forth below.
1.2.The Agency wishes to engage the services of JONES & MAYER as
Agency Counsel on the terms set forth below.
1.3. JONES & MAYER represents it has the expertise, support staff and
facilities necessary to fully represent the City's interests in the
capacity as City Attorney and Agency Counsel.
1.4. JONES & MAYER represents it does not have an actual or potential
interest adverse to the City or Agency, nor does it presently represent a
person or firm with an interest adverse to the City or Agency with
respect to the legal services to be provided hereunder.
2. TERMS
2.1.Term. The term of this agreement shall commence on October 25, 2011
and shall continue in full force until terminated in accordance with section
2.8.
2.2. Scope of Retainer Services. JONES & MAYER shall serve as City
Attorney/Agency Counsel and shall perform legal services ("Services") as
may be required from time to time by the City/Agency as set forth by this
Agreement, unless otherwise agreed to by City/Agency and JONES &
MAYER. As part of the Retainer Services to be performed hereunder,
JONES & MAYER shall be responsible for the following:
2.2.1. Preparation and attendance at all City Council and Agency Board
meetings including regular sessions, closed sessions and, as
needed, work sessions and Special Meetings;
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2.2.2. Preparation for and attendance at all Planning Commission meetings
including regular sessions and, as needed, work sessions;
2.2.3. Attendance, as needed and as directed by the City Manager/Executive
Director, at certain meetings of the City's Agency or other City/Commission
Committees or Commissions:
2.2.4. Attendance at all Department Head meetings as requested;
2.2.5. Review and/or preparation of ordinances, resolutions, orders, agreements,
forms, notices, declarations, certificates, deeds, leases, and other documents
required by the City/Agency. This shall include the review and revision of
complex redevelopment documents such as Disposition and Development,
Owner participation, and Purchase Agreements prepared by others;
2.2.6. Review of routine personnel matters (e.g., notices of intent, performance
improvement plans, disciplinary actions);
2.2.7. Consultation, with prior authorization, of the City Council majority or the City
Manager, to render legal advice and opinions concerning legal matters that
affect the City/Agency, including new legislation and court decisions; perform
research and interpret laws, court decisions and other legal authorities in order
to prepare legal opinions and to advise the Council and management staff on
legal matters pertaining to City/Agency operations;
2.2.8. Legal work pertaining to property acquisition, property disposal, public
improvements, public rights-of-way and easements, and matters
relating to public utilities;
2.2.9. Coordinate the work of outside legal counsel, as needed and as directed by
the City Council/Agency Board majority and City Manager/Executive
Director; and
2.2.10.Provide office hours at City Hall as deemed necessary by the City
Manager.
2.3. Designated City Attorney. Richard L. Adams II shall be designated as City
Attorney/Agency Counsel. No change in this assignment shall be made without
the consent of the City. The City retains the right to request an alternate
attorney should a change in the designated attorney(s) become necessary.
2.4.Time for Performance. The Services of JONES & MAYER shall be performed
expeditiously in the time frames and as directed by a majority of the City Council,
City Manager and/or their designees.
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2.5. Compensation.
2.5.1. Retainer. The City shall pay JONES & MAYER $8,000.00 per month for
retainer services as set forth in section 2.2 above.
2.5.2. Special Proiect Services. The City shall pay JONES & MAYER an hourly
billing rate of One Hundred and Eighty-Five Dollars ($185.00) per hour for
special projects outside the scope of the retainer.
2.5.3. Litigation Services. The City shall pay JONES & MAYER an hourly billing
rate of One Hundred and Eighty-Five Dollars ($185.00) per hour for all
litigation related legal services.
2.5.4. Performance Reviews. The City and JONES & MAYER agree that a review
of performance shall occur every twelve months thereafter.
2.5.5. Reimbursement. The City shall reimburse JONES & MAYER for
reasonable and necessary expenses incurred by it in the performance of
the Services on behalf of the City, subject to approval by the City Manager.
Authorized, reimbursable expenses shall include, but are not limited to: (A)
parking fees at actual cost; (B) messenger fees: at actual cost for special
messenger deliveries (no cost for deliveries to City Hall); and (C)
conference registration and travel expenses chargeable only if specifically
requested by client.
2.5.6. Billing. JONES & MAYER shall submit monthly to the City a detailed
statement of account for Services. The City shall review JONES &
MAYER's monthly statements and pay JONES & MAYER for Services
rendered and costs incurred, as provided for in the Agreement, on a
monthly basis.
2.6. Insurance Coverage.
2.6.1. Insurance. JONES & MAYER shall procure and maintain throughout the term
of this Agreement, with insurance carriers authorized to do business in
California, the following types and amounts of insurance: (A) commercial
general liability ($1,000,000); (B) business automobile liability ($1,000,000);
(C) employers' liability ($1,000,000); (D) errors and omissions professional
liability insurance ($1,000,000); and (E)workers' compensation (amount
required by California law). The commercial general liability and business
automobile policies shall be endorsed as follows: (1) the City/Agency shall be
covered as an additional insured with respect to the Services performed by or
on behalf of the City/Agency; and (2)the insurance coverage shall be primary
insurance over any insurance carried by the City/Agency.
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2.6.2. Indemnification. JONES & MAYER shall defend, indemnify and hold the
City/Agency and its officials, officers, employees and agents free and
harmless from any and all claims, demands, causes of action, costs,
expenses, liabilities, losses, damages or injuries, in law or equity, to
property or persons, including wrongful death, to the extent arising out of or
incident to any negligent acts, errors, omissions or willful misconduct of
JONES & MAYER or it's officials, officers, employees and agents arising out
of, or in connection with, the performance of the Services.
2.7. Cooperation with City/Agency Officials. JONES & MAYER shall work
cooperatively with the City Council/Agency Board and City Manager/Executive
Director and keep them informed on all matters of importance as they arise.
2.8. Termination of Agreement and Legal Services. This Agreement and the
Services to be rendered under it may be terminated at any time upon thirty (30)
days written notice from either party, with or without cause. In the event of such
termination, JONES & MAYER shall be paid for all services authorized by the
City and performed up through and including the effective date of termination.
2.9. Work Product Under This Agreement. All work is the property of the City and
Agency, including all evidence, files, research, notes, computerized indices,
programs and documents, and any other stored or generated information or
documents. In the event of termination of this Agreement or upon request of the
City and Agency as to any file or matter, JONES & MAYER shall promptly deliver
all work product under this Agreement to the City and Agency or their designees.
JONES & MAYER also agrees that, upon termination of the Agreement or
services in any file or matter, JONES & MAYER will provide to City/Agency or its
designee a closing report, including a brief description of the facts of the case,
discussion of research conducted, and calendar of any scheduled court
appearances and deadlines.
2.10. Control and Payment of Subordinates: Independent Contractor. JONES &
MAYER shall determine the means, methods and details of performing the
Services subject to the requirements of this agreement. The City/Agency retains
JONES & MAYER on an independent contractor basis and not as an employee.
Any personnel performing the Services under this Agreement on behalf of
JONES & MAYER shall not be employees of the City/Agency, and shall at all
times be under JONES & MAYER exclusive directions and control. JONES &
MAYER shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of Services under the Agreement and as
required by law. JONES & MAYER shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to:
social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
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2.11. Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements.
2.12. Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in San Bernardino County.
2.13. Assignment or Transfer. JONES & MAYER shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest
herein without the prior written consent of the City/Agency. Any attempt to do
so shall be null and void, and any assignees, hypothecates or transferees shall
acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer.
2.14. Amendment Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both
parties.
2.15. Waiver. No waiver or any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a party shall give the other
party any contractual rights by custom, estoppel, or otherwise.
2.16. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the parties.
2.17. Invalidity Severability. If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
2.18. Equal Opportunity Employment. JONES & MAYER represents that it is an
equal opportunity employer and it shall not discriminate against any
subcontractor, employee or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex or age.
2.19. Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
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2.20. Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
City of Grand Terrace:
Grand Terrace City Hall
Attention: Betsy Adams, City Manager
22795 Barton Road
Grand Terrace, CA 90270
Jones & Mayer:
Jones & Mayer
3777 N. Harbor Blvd.
Fullerton, CA 92835
Attn: Richard L. Adams, II
Such notices shall be deemed made when personally delivered, or when
mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage
prepaid and addressed to the party at its applicable address. Actual notice
shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
IN WITNESS WHEREOF this Agreement is signed by the parties hereto on the
date first above written.
CITY OF GRAND TERRACE
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Date 7 / // A9/ (�0
Betsy ams, City Manager
CITY OF GRAND TERRACE COMMUNITY
O r/ REDEVELOPMENT AGENCY7-
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Betsy ams, Executive Director
(� A YER
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Richar. I _ , Managing Partner
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