HomeMy Public PortalAboutAgreement_2010-02-02_Burke, William & SorensenFebruary 2, 2010
Fernando Vizcarra, Mayor
Jose Pulido,City Manager
City of Temple City
9701 Las Tunas Dr.
Temple City, CA 91780
Re: Legal Services Agreement: City Attorney and General Counsel
Dear Messrs. Vizcarra and Pulido:
This letter is a written legal services agreement ("Agreement") containing the
terms under which Burke, Williams & Sorensen, LLP ("Burke") has been retained by the
City of Temple City ("City") as its City Attorney (as described herein), and by the Temple
City Community Redevelopment Agency ("Agency"), Temple City Housing Authority
("Authority"), and all other corporations, districts, agencies and authorities formed or
controlled by City, Agency, or Authority ("Related Entities") to serve as its General
Counsel. The City, Agency, Authority, and Related Entities are collectively referred to
herein as "Client."
California Business and Professions Code Section 6148 requires a written fee
agreement between attorneys and their clients setting forth the scope of services and
fees to be charged. When executed by City's Mayor and the Chair of the CRA and
Authority below and delivered to Burke, this Agreement shall satisfy the requirements of
Section 6148. This Agreement is intended to supersede any and all prior agreements
between Client and Burke.
1. Scope of Representation for the Citv. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City as its City Attorney.
Eric Vail shall be the City's designated City Attorney and Greg Murphy shall be the
City's designated Assistant City Attorney. Any change to the designation of the City
Attorney or Assistant City Attorney shall require the written approval of the Mayor or City
Manager. Burke retains authority to assign from time to time such of its attorneys,
paralegals and law clerks as may be necessary to perform any of the other services
provided for in this Agreement. In the absence of the City Attorney, the Assistant City
Attorney may act on behalf of the City Attorney.
The scope of Burke's representation of the City as City Attorney shall
include without limitation the following "Basic" and "Special" legal services:
a. Basic Leaal Services. These services are routine legal services
that may be accomplished during office hours, or in preparation for
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City of Temple City
February 2, 2010
Page 2
a Council or Planning Commission meeting, or adequately
addressed in a short phone conversation:
• Attend all regular and special meetings of the City
Council and Planning Commission, and by special
arrangement attend such other meetings of boards,
commissions and committees of the City as may be
directed.
• Review agendas and staff reports for meetings of the City
Council, Planning Commission and other boards,
commission and committees of the City.
• Provide office hours at City Hall on days of the City
Council and Planning Commission Meetings or as
requested.
• Review resolutions and ordinances initiated by the City.
• Review and approval as to legal form consultant services
agreements and similar form contracts and agreements
for the City.
• Review and prepare advisory opinions regarding conflict
of interest issues arising under California law and
prepare advisory memoranda.
• Update the City Manager and Council regarding new
laws and regulations as are relevant to the operation of
the City.
• Provide legal advice and opinions on all matters affecting
the City, except when prevented from doing so by a
conflict of interest.
• Respond to routine legal inquiries by the Council, City
Manager, and Department Heads by telephone, e-mail or
similar medium.
Legal Servcies Agreement
City of Temple City
February 2, 2010
Page 3
e. Special Services. These services are legal services not defined as
"Basic" legal services above. They include, but are not limited to:
• Preparation of complex resolutions and ordinances
initiated by the City.
• Preparation of contracts, agreements and other
documents between the City and other parties, and for
the acquisition or disposal of services, supplies,
equipment or land by the City, and for public works or
projects initiated by the City.
Represent the City in civil litigation brought on behalf of,
or against, the City, and prosecute criminal violations or
seek civil remedies for violation of City ordinances and
codes as directed by the City Council.
• Provide legal advices and opinions regarding the
application or interpretation of California and federal law
and regulations to the City.
• Provide advice and options regarding, and represent the
City in all employment, disciplinary, labor and similar
matters.
• Other duties as assigned by the City Manager or City
Council.
C. Bond Services. Should the City require services as bond counsel
or disclosure counsel, such services shall be provided pursuant to
separate agreement, at rates set forth in such other agreement.
2. Scope of Reoresentation for the Aaencv. Authoritv and Related Entities.
By this Agreement, Burke has undertaken responsibility to represent the CRA, Authority
and Related Entities as our client {collectively "Bodies"), as its General Counsel, Eric
Vail shall be designated as the General Counsel and Greg Murphy shall be designated
as the Assistant General Counsel. Any change to the designation of the General
Counsel or Assistant General Counsel shall require the written approval of the
Chairman or Executive Director. Burke retains authority to assign from time to time
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City of Temple City
February 2, 2010
Page 4
such of its attorneys, paralegals and law clerks as may be necessary to perform any of
the other services provided for in this Agreement. In the absence of the General
Counsel, the Assistant General Counsel may act on behalf of the General Counsel.
Burke's representation includes, but is not limited to, providing advice on
legal issues arising under the California Community Redevelopment Law, the California
Housing Authority Law, and such laws as may form the enabling legislation for the
Related Entities, together with providing legal representation to Bodies in the course of
their operations and transactions, including without limitation drafting required legal
documents, attendances at regular and special meetings of the Bodies, and
representing the bodies before the courts, administrative bodies, and agencies of the
State of California and its subdivisions, including without limitation, prosecution and
defense of legal and administrative actions on behalf of the bodies, and such other legal
services as may, from time to time be requested to implement the purpose and authority
of the bodies.
3. Training. Burke will make available at client's request both "building block"
(or previously prepared and provided) training sessions as well as individualized training
sessions. Each session is conducted by an experienced attorney familiar with the
subject matter.
a. Building Block Training. Each year Burke will provide Client with a
credit toward $5,000 of building block training. Each building block training program
selected has a value of $1,000. This allows the City to choose up to 5 two hour building
block training sessions each year at no additional cost. We provide the materials for the
City to print in-house. If the City desires additional building block training, BURKE Will
provide each additional building block training session for a charge of $800 per session.
Each session is 2 hours and the size of the training class is unlimited. We provide the
materials for the City to print in-house.
b. Individualized Training. Upon request Burke will prepare an
individualized training program to suit your specific needs or to address a particular area
of the law in which you require training. There is no obligation to the City to request
such training. Burke will charge $1,500 per each 2 hour individualized training session
per attorney. The cost includes all work related to preparation and presentation of the
training. We provide the materials for the City to print in-house.
Legal Servcies Agreement
City of Temple City
February 2, 2010
Page 5
4. Client's Obliaations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be as set forth on the attached Exhibit A.
The firm's billing rates are subject to revision annually at the beginning of Client's fiscal
year, starting July 1, 2011. Burke will annually notify Client in February whether a rate
increase will be implemented or requested. If the increase is equal to or less than the
Consumer Price Index for the prior 12 months, client will be notified in writing of such
increase. Any increase greater than the CPI shall require written agreement by the
Client. Burke reserves the right to forego any rate increase in any given year, provided
that in subsequent years, Burke may increase rates by such deferred increase amount
with Client's consent. Additionally, City and CRA agree that Burke may charge its
standard private client (as opposed to public entity client) rates for work that is
reimbursed by private parties pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for authorized costs and expenses incurred in
connection with this engagement. Client preauthorizes routine costs including but not
limited to postage, courier services, copying charges, facsimile, long distance telephone
charges, computer or on-line research, cost of producing and reproducing photographs,
and court, county, recording and other filing fees. In addition Client agrees to reimburse
Burke for the City Attorney and Assistant City Attorney's automobile mileage at the
standard rate for business use as announced from time to time by the Internal Revenue
Service to and from the City, or other locations as the City may direct from residence or
office as the case may be. Burke will seek prior approval from the City Manager other
non -routine costs and expenses to be incurred for or on -behalf Client that will be
reimbursed to Burke, including but not limited to, expenses away from the office on
Client's behalf, the actual cost of other travel, expert witness expenses, and similar
expenses.
7. Billing. Burke's attorneys bill in 1/10th of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The City and the CRA will each receive separate statements each month for services
rendered and costs incurred during the immediately prior month. Bills are due and
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City of Temple City
February 2, 2010
Page 6
payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts, Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attornev's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised, that
firm may, with prior notice to Client, to afford Client an opportunity to request any
documents it may wish to preserve, destroy Client's files at three years after this matter
is closed, unless other arrangements are made with Client, and Client hereby
authorizes the firm to do so. Burke will work with Client to provide or preserve any
documents that may be subject to the Public Records Act.
The firm and the Client agree that all Client -supplied materials and all
attorney end product (referred to generally as "client material") are the property of the
Client. The firm and the Client agree that attorney work product is the property of the
firm. Attorney work product includes, for example, drafts, notes, internal memoranda
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City of Temple City
February 2, 2010
Page 7
and electronic files, and attorney representation and administration materials, including
attorney-client correspondence and conflicts materials. Final products of materials
Client has requested may be retained and used by Client for its business related
purposes.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Rearesentation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be the date that
this agreement is approved by the City Council and CRA Board. This agreement shall
be governed by the laws of the State of California, without regard to the doctrine of
conflicts of law. The terms of this engagement agreement are not set by law but are the
result of negotiation between the parties. Client has the right to consult with another
attorney regarding this agreement, before signing it. This agreement constitutes the
entire agreement between the parties.
We are pleased that the City and the CRA have decided to retain our firm and we
look forward to serving you. Please contact Eric Vail or the undersigned if, at anytime,
Legal Servcies Agreement
City of Temple City
February 2, 2010
Page 8
you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
u1j—
JOH J.H
NA I GPA TNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of February 2, 2010
CITY OF TES CITY
0
Its. Cit, M*anaspr
Date: Fehr„ary 10. 2010
TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY / HOUSING AUTHORITY
By:
Its: Executive Director
Date: February 16. 2010
Legal Servcies Agreement
City of Temple City
February 2, 2010
Page 9
Exhibit A
Retainer for Basic Services:
Burke will provide City with the following retainer of $6,750 per month for the following
Basic legal services:
• Attend all regular and special meetings of the City Council, Agency, Authority and
Planning Commission.
• Review agendas and staff reports for all regular and special meetings of the City
Council, Agency, Authority and Planning Commission.
Provide Basic legal services during offices hours at City Hail at the following
times: (1) from 2:00 p.m. until 7:00 p.m, on days of a regular City Council
Meeting; and (2) from 4:00 p.m. until 7:00 p.m. on days of a regular Planning
Commission Meeting.
• Respond to routine phones calls of the City Manger and Council members.
Basic legal services, in addition to those covered under the retainer, that are requested
by the City Manager or City Council will be provided by the City Attorney, or Assistant
City Attorney or other attorney of Burke at the reduced rate of $225 per hour. The City
Attorney and Assistant City Attorney will not bill for travel time to or from meetings at
City Hall or other City Facilities. Other Burke attorneys will bill for their travel time.
Fees for Soecial Services:
For Special Services to City, Agency, Authority and Related Entities, Burke will charge
the rates identified below, in increments defined in Section 6 of the Agreement and
subject to periodic adjustment as provided for in Section 4 of the Agreement.
Partners $235 per hour, 12 years or less experience
$255 per hour, 13 to 20 years
$275 per hour, 21 years or more
Associates $175 per hour, 1s` year
Legal Servcies Agreement
City of Temple City
February 2, 2010
Page 10
Paralegals/Law Clerks
LA #4835-1467-2901 v3
$185 per hour, 2n' year
$195 per hour, 3`d year
$205 per hour, 41h year
$215 per hour, 5th year
$220 per hour, 6th and above
$135 per hour