HomeMy WebLinkAboutJones and Mayer-2013-02 CITY ATTORNEY LEGAL SERVICES AGREEMENT
FOR THE CITY OF GRAND TERRACE
This Agreement for City Attorney legal 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.
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.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.
1.3.JONES & MAYER represents it does not have an actual or potential
interest adverse to the City, nor does it presently represent a person or
firm with an interest adverse to the City with respect to the legal
services to be provided hereunder.
2. TERMS
2.1.Term. The term of this agreement shall commence on April 1, 2013 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 and shall perform legal services ("Services") as may be required
from time to time by the City as set forth by this Agreement, unless
otherwise agreed to by City 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 meetings including
regular sessions, closed sessions and, as needed, work sessions
and Special Meetings;
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 at certain
meetings of the City's Committees or Commissions.
2.2.4. Attendance at all Department Head meetings as requested;
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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. This shall include the review and revision documents and
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, 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 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 majority and City Manager, 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. 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.
2.5. Compensation.
2.5.1. Retainer. The City shall pay JONES & MAYER $5,000.00 per month for
retainer services as set forth in section 2.2 above. This contemplates that
City will require no more than thirty five (35) hours of legal services per
month on the average.
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.
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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 and City Prosecution 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. Payment shall be made no later than thirty (30)days after
receipt of the statement.
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 shall be covered
as an additional insured with respect to the Services performed by or on
behalf of the City; and (2)the insurance coverage shall be primary insurance
over any insurance carried by the City.
2.6.2. Indemnification. JONES & MAYER shall defend, indemnify and hold the
City 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
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connection with, the performance of the Services.
2.7. Cooperation with City Officials. JONES & MAYER shall work cooperatively with
the City Council and City Manager 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,
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 as to any
file or matter, JONES & MAYER shall promptly deliver all work product under this
Agreement to the City or its designees. JONES & MAYER also agrees that, upon
termination of the Agreement or services in any file or matter, JONES & MAYER
will provide to City 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 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, 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.
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
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transfer, either directly or by operation of law, this Agreement or any interest
herein without the prior written consent of the City.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
Date ii- a-a0/3 C�,„„J fit.: Y-fl-a0/3
Be y Adams, City Manager
it..cia.Y:�IM 'ER
Date 3-2?-13 7`...
Rich! d I. Jon= , Managing Partner
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RETAINER AGREEMENT
FOR SUCCESSOR AGENCY ATTORNEY SERVICES
This Retainer Agreement for Successor Agency Attorney Services ("Agreement")
is made and entered into by and between the LAW OFFICES OF JONES & MAYER
("Jones & Mayer") and the SUCCESSOR AGENCY FOR THE GRAND TERRACE
COMMUNITY REDEVELOPMENT AGENCY (the "Successor Agency").
RECITALS
A. Jones & Mayer is a firm in the general practice of law with extensive
municipal
experience, including in matters relating to Redevelopment Dissolution
and is fully able to carry out the duties described in this Agreement.
B. The Successor Agency desires to contract with Jones & Mayer to provide
contract legal services to the Successor Agency.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth in this Agreement, Jones & Mayer and the Successor Agency agree as follows:
1. APPOINTMENT OF CONTRACT SUCCESSOR AGENCY ATTORNEY
Jones & Mayer is hereby designated and appointed as Contract Successor
Agency Attorney ("Successor Agency Attorney") of the Successor Agency and shall
serve and be compensated as provided by this Agreement. Richard L. Adams II, the
designated, Successor Agency Counsel shall be responsible during the term of this
Agreement for directing all activities of Jones & Mayer on behalf of the Successor
Agency and devoting such time as necessary to personally supervise such services.
Kimberly Hall Barlow of Jones & Mayer is designated and appointed to serve in Richard
L. Adams II's absence.
2. TERM
The term of this Agreement shall commence on April 1, 2013 and shall continue
unless it is terminated, pursuant to Section 10 of this Agreement, or amended or until
Successor Agency is disestablished pursuant to law.
3. SCOPE OF WORK
A. Jones & Mayer shall perform all necessary Basic Legal Services as
Contract Successor Agency Attorney for the purpose of administering the day to day
operations of the Successor Agency. This includes helping the Successor Agency wind
down the activities of the former Grand Terrace Community Redevelopment Agency, as
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defined by Health & Safety Code section 34177.3(b), as it may be amended or
recodified, the California Department of Finance, and any other relevant law. The
services to be provided shall include, but are not limited to, the following activities:
1. Attend all regularly scheduled and special Successor Agency Board
meetings and Successor Agency Board study sessions and such meetings of the
Successor Agency Oversight Board as may be deemed necessary by the Successor
Agency Board or Executive Director.
2. Provide legal services on-site during office hours at Successor
Agency's offices as needed. These hours of on-site service will be at regularly
scheduled times made known to all members of the Successor Agency Board and to all
department heads, as applicable, so as to facilitate informal, direct access to legal
counsel as necessary.
3. Attend other meetings at Successor Agency's Offices as required
by the Successor Agency Board or the Executive Director.
4. Advise the Successor Agency Board; Successor Agency staff; and
other Successor Agency officials on all legal matters pertaining to Successor Agency
business.
5. Prepare, review, and approve as to form, contracts, agreements,
resolutions, and all other standard Successor Agency documents.
6. Prepare such written and oral legal opinions as shall, from time to
time, be requested by the Successor Agency.
7. Perform such other routine legal services as are required, from time
to time, by the Successor Agency Board or the Executive Director.
8. Represent the Successor Agency and the Successor Agency's
officials, officers, and employees in litigation and administrative proceedings as directed
by the Successor Agency Board, Executive Director, or any other relevant authority.
9. At the request of the Successor Agency, Jones & Mayer may be
asked to provide an estimate of hours and cost to complete a project or task assigned
by the Executive Director, or designee, or the Successor Agency Board.
B. Jones & Mayer will also provide Basic Legal Administrative Services, as
defined by Health & Safety Code section 34171(b), as it may be amended and
recodified , or by any other relevant law.
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4. COMPENSATION
Jones and Mayer shall be compensated under the terms of this Agreement as
follows:
A. Basic Legal Services and Basic Legal Administrative Services
The Successor Agency shall pay Jones & Mayer for non-litigation Basic Legal
Services and Basic Legal Administrative Services, as described above, at the rate of
$185.00 per hour. Paralegal services, for non-litigation legal services not included in
the retainer only shall be billed at the rate of$100 per hour. All costs and expenses,
except for those as set forth in Section 3.B below shall be deemed included in the
foregoing hourly billing rates.
B. Litigation Services
Litigation matters approved by the Executive Director and/or Successor Agency
Board shall be billed separately from Basic Legal Services and Basic Legal
Administrative Services, as described in Section 4.A above. Litigation legal services
shall be billed at the same rate as for Basic Legal Services and Basic Legal
Administrative Services, described under Section 4.A above. Paralegal services shall
be billed at the same rate as for Basic Legal Services and Basic Administrative Services
as described in Section 4.A above. All costs and expenses, except for those as set forth
in Section 4.E below shall be deemed included in the foregoing hourly billing rates.
C. Billing and Rate Increases
Jones & Mayer shall provide a monthly billing report indicating actual time
spent under the Basic Legal Services, Basic Legal Administrative Services, litigation
matters, and additional specialized projects.
D. Counsel Billable Activities for General Legal Services
Jones & Mayer does not bill mileage to and from City Hall, fax, word processing,
small reproduction matters (under 100 pages), or simple computer legal research costs.
Additionally, it is agreed that the cost for administrative staff to perform clerical duties
including but not limited to reviewing emails, scheduling meetings or general office filing
will not be billable expenditures.
E. Litigation Expenses
Jones & Mayer shall be reimbursed for direct out-of-pocket expenses actually
and necessarily incurred in the course of providing legal services under this Agreement,
including in preparation for and maintaining the prosecution or defense of litigation,
including without limitation: court costs, jury fees, service costs, witness fees, deposition
costs, reporters' fees, title reports, photographs, diagrams, maps, and similar expenses.
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H. Monthly Statements
Jones & Mayer shall submit statements of all payments due under this
Agreement on a monthly basis to the Executive Director. All work performed by Jones &
Mayer shall be billed in increments of tenths of an hour. The statement shall be in a
form approved by the Successor Agency, and shall set forth a description of all work
performed, the hours worked, the identity of each person performing the work, the rate
charged, and any litigation costs or expenses eligible for reimbursement.
5. PROHIBITION AGAINST SUBCONTRACTING DELEGATING OR
ASSIGNMENT
Jones & Mayer shall not contract with or delegate to any individual or other entity
to perform on the Successor Agency's behalf, in whole or in part, any of the services
required under this Agreement without the prior express approval of the Successor
Agency. In addition, neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior express approval of the
Successor Agency.
6. CONFLICT OF INTEREST
Jones & Mayer shall at all times avoid conflicts of interest in the performance of
this Agreement. In the event that a conflict arises, Jones & Mayer shall immediately
notify Successor Agency. Within thirty (30) days following execution of this Agreement,
Jones & Mayer shall file a conflict of interest disclosure statement setting forth any
information related to potential conflicts of interest to the extent such disclosure is
required by law, including Successor Agency's adopted conflict of interest code.
7. INDEPENDENT CONTRACTOR
Jones & Mayer shall perform all services required under this Agreement as an
independent contractor of the Successor Agency, and shall remain at all times as to
Successor Agency a wholly independent contractor with only such obligations as are
consistent with that role. Jones & Mayer shall not at any time or in any manner
represent that it or any of its employees or agents are Successor Agency employees.
8. INSURANCE AND INDEMNIFICATION
A. Insurance
Jones & Mayer shall procure and maintain, at its cost, 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
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(amount required by California law). The commercial general liability and business
automobile policies shall be endorsed as follows: (1)the City shall be covered as an
additional insured with respect to the Services performed by or on behalf of the City; and
(2)the insurance coverage shall be primary insurance over any insurance carried by the
City.
B. Indemnification
Jones & Mayer shall defend, indemnify, and hold harmless the Successor
Agency, and its officers and employees, from and against any and all actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and
attorneys' fees, for injury to person(s) or damages to property (including property owned
by the Successor Agency), and for errors and omissions committed by Jones & Mayer,
its officers, employees, and agents, arising out of or relating to Jones & Mayer's
performance under this Agreement, except where such injury, damage, error(s) or
omission(s) may be caused by Successor Agency's sole negligence, active negligence,
or willful misconduct or that of the Successor Agency's officers or employees.
9. RECORDS AND REPORTS
A. Records. Jones & Mayer shall keep such books and records as shall be
necessary to perform the services required by this Agreement and to enable the
Successor Agency to evaluate the performance of the required services. The Successor
Agency shall have full and free access to such books and records that deal specifically
with the services performed by Jones & Mayer for Successor Agency at all reasonable
times, including the right to inspect, copy, audit, and make summaries and transcripts
from such records.
B. Ownership of Documents. All reports, records, documents, and other
materials prepared by Jones & Mayer, its employees and agents in the performance of
this Agreement shall be the property of the Successor Agency and shall be delivered to
the Successor Agency upon request by the Successor Agency or upon termination of
this Agreement. Jones & Mayer shall have no claim for further or additional
compensation as a result of the exercise by the Successor Agency of its full rights of
ownership of the documents and material hereunder. Jones & Mayer may retain copies
of such documents for its own use.
10. TERMINATION
A. Termination By Successor Agency
Jones & Mayer shall at all times serve under the terms of this Agreement at the
pleasure of the Successor Agency Board, and the Successor Agency Board hereby
reserves the right to terminate this Agreement at will, with or without cause, by providing
written notice to Jones & Mayer. Upon receipt of any notice of termination, Jones &
Mayer shall cease all services under this Agreement except as may be specifically
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approved by the Successor Agency. At that time, all further obligations of the
Successor Agency to pay Jones & Mayer for services rendered under this Agreement
shall thereupon cease, except as set forth in Section 10.0 below; provided, however,
that the Successor Agency shall be obliged to pay for all services, costs, and
expenditures lawfully incurred by Jones & Mayer prior to the effective date of such
termination.
B. Termination By Jones & Mayer
Jones & Mayer reserves the right to terminate this Agreement by giving ninety
(90) days' advance written notice to Successor Agency.
C. Mutual Obligations Upon Termination By Either Party
In the event of termination, Jones & Mayer shall cooperate with the Successor
Agency in transferring the files and assignments to the Successor Agency Secretary or
other person designated by Successor Agency pending the hiring of another Successor
Agency Attorney. Jones & Mayer shall be compensated at the hourly rates set forth in
Section 4.A of this Agreement should Jones & Mayer be called upon to perform any
services after the effective date of termination, including the transfer of files and
assignments.
11. NOTICES
Notices shall be personally delivered, or sent by U.S. Mail or overnight delivery,
to the parties at the following addresses:
Successor Agency for the Grand Terrace Community Redevelopment Agency
Grand Terrace City Hall
Attention: Betsy Adams, City Manager
22795 Barton Road
Grand Terrace, CA 90270
Jones & Mayer
Attention: Richard L. Adams, II
3777 North Harbor Boulevard
Fullerton, CA 92835
12. AMENDMENT OF AGREEMENT
This Agreement contains all of the agreements of Jones & Mayer and the
Successor Agency. This Agreement may be amended at any time by mutual consent of
the parties by an instrument in writing.
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IN WITNESS WHEREOF, the duly autijorized representatives of the parties have
executed this Agreement in duplicate the day of&Aafek1, 2013.
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Successor Agency for the Grand Terrace
Community Redevelopment Agency
By: � opY ✓
:
Betsy dams,
Executive Director
ATTEST:
uYs c CCn Successor-Agency
uccesccesso g ncy Secr a
JONES & MAYER
By:�
Rich rd D. Jgnes, Owner
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