HomeMy WebLinkAbout2011 CON Opper & Varco - Legal ServicesAGREEMENT FOR LEGAL SERVICES
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
OPPER AND VARCO LLP
THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between
THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and OPPER AND
VARCO, (the "FIRM"). This Agreement sets forth the parties' mutual understanding concerning
legal services to be provided by the FIRM and the fee arrangement for said services.
Article 1. Retainer. The CITY hereby retains the FIRM to assist in representing the
CITY in connection with environmental site conditions, remediation, regulatory issues and
closure pursuant to the Disposition and Disposition Agreement ("DDA") by and between the
Community Development Commission of the City of National City and Paradise Creek Housing
Partners, LP, dated June 21, 2011, subject to this Agreement.
Article 2. Pursuant to and consistent with the Cooperation Agreement by and
between the City of National City and the Community Development Commission of the City of
National City adopted on February 15, 2011, the City is undertaking development of the
Westside Infill Transit Oriented Development ("WI-TOD") on behalf of the Community
Development Commission; and
Article 3. Said Cooperation Agreement does not constitute a pledge of the use of
General Funds for the Aquatic Center but rather obligates the use of non -General Funding such
as 2011 Tax Allocation bonds, Tax Increment funding and/or Low -Mod Funds.
Article 4. Scope of Services. The CITY shall have the right in its sole discretion to
determine the particular services to be performed by the FIRM under this Agreement. These
services may include the following: represent and advise the City and its Redevelopment
Division on matters identified in the DDA including, but not limited to, review and drafting of
necessary documents required by the regulatory authorities, meetings and conferences with the
redevelopment team, regulatory authorities, the developer's team and such other stakeholders as
are required by the City's obligations in the DDA. It is expected that the FIRM will work with
the City Attorney and City staff.
Article 3. Compensation. Compensation paid under this Agreement shall be as
follows:
Partner: $325.00 per hour
Senior Associate: $275 per hour
Associate: $195 per hour
Paralegal/Legal Assistant: $95 per hour
1 City of National City and BBK, LLLP
Legal Services Agreement
A. The FIRM shall not use more than one attorney for the same specific task
without the CITY's approval. The FIRM may use the minimum number of attorneys for this
engagement consistent with good professional practice after consulting with and obtaining
approval by the CITY.
B. The FIRM agrees to document a plan and budget consistent with the scope
of services described above in Article 2 to be agreed to by the City Attorney and the FIRM. The
CITY shall not be obligated to pay the FIRM amounts not discussed, budgeted, and agreed to
before being incurred by the FIRM. Please see attachment A.
C. The CITY has appropriated or otherwise duly authorized the payment of
an amount not to exceed $19,500 for legal services and out-of-pocket disbursements pursuant to
this Agreement. In no event shall the total fees plus out-of-pocket disbursements exceed this
amount without written authorization of the CITY.
D. The FIRM shall keep the CITY advised monthly as to the level of attorney
hours and client services performed under Article 1. The FIRM will not charge the CITY for
travel time; however, the FIRM may charge for work performed for the CITY during any
travel time.
E. The CITY further agrees to reimburse the FIRM, in accordance with the
procedures set forth in this Article, for telephone, fax, mail, messengers, federal express
deliveries, document reproduction, client -requested clerical overtime, lodging, and similar out-
of-pocket expenses charged by the FIRM as a standard practice to its clients generally, with
the exception of travel and meals. In any billing for disbursements, the FIRM shall provide
the CITY with a statement breaking down the amounts by category of expense. The following
items shall not be reimbursed, unless the CITY has specifically agreed otherwise:
(1) Word Processing, clerical or secretarial charges, whether expressed
as a dollar disbursement or time charge.
(2) Storage of open or closed files, rent, electricity, local telephone,
postage, receipts or transmission of telecopier documents, or any other items traditionally
associated with overhead.
(3) Photocopy charges in excess of $.15 (fifteen cents) per page.
(4) Auto mileage rates in excess of the rate approved by the Internal
Revenue Service for income tax purposes.
(5) Secretarial overtime. Where case requirements demand overtime,
the CITY will consider reimbursement on a case -by -case basis. The CITY will not reimburse
overtime incurred for the convenience of the FIRM's failure to meet deadlines known in
advance.
(6) Equipment, books, periodicals, research materials, Westlaw/Lexis
(7) Express charges, overnight mail charges, messenger services or the
like, without the CITY's prior consent. The CITY expects these expenses to be incurred in
emergency situations only. Where case necessity requires the use of these services, the CITY
will consider reimbursement on a case -by -case basis.
(8) Travel and meals.
(9) Late payment charge and/or interest. Due to the nature of the
CITY's payment process, the CITY will not pay any late charges or interest charges to bills.
Every effort will be made to pay bills promptly.
or like items.
2 City of National City and BBK, LLLP
Legal Services Agreement
F. Bills from the FIRM should be submitted to Claudia G. Silva, City
Attorney, 1243 National City Boulevard, National City, CA 91950-4301. The individual time
and disbursement records customarily maintained by the FIRM for billing evaluation and
review purposes shall be made available to the CITY in support of bills rendered by the FIRM.
G. The FIRM agrees to forward to the CITY a statement of account for each
one -month period of services under this Agreement, and the CITY agrees to compensate the
FIRM on this basis. The FIRM will consult monthly with the CITY as to the number of
attorney hours and client disbursements which have been incurred to date under this
Agreement, and as to future expected levels of hours and disbursements.
H. Billing Format. Each billing entry must be complete, discrete and
appropriate.
(1) Complete.
(a) Each entry must name the person or persons involved. For
instance, telephone calls must include the names of all participants.
(b) The date the work was performed must be included.
(c) The hours should be billed in .10 hour increments.
(d) The specific task performed should be described, and the
related work product should be reference ("telephone call re: trial brief," "interview in
preparation for deposition").
(e) The biller's professional capacity (partner, associate,
paralegal, etc.) should be included
(2) Discrete: Each task must be set out as a discrete billing entry;
neither narrative nor block billing is acceptable.
(3) Appropriate
(a) The CITY does not pay for clerical support, administrative
costs, overhead costs, outside expenses or excessive expenses. For example, the CITY will not
pay for secretarial time, word processing time, air conditioning, rental of equipment, including
computers, meals served at meetings, postage, online research, or the overhead costs of sending
or receiving faxes. Neither will the CITY pay for outside expenses such as messenger delivery
fees, outside photocopying, videotaping of depositions, investigative services, outside computer
litigation support services, or overnight mail.
(b) Due to the nature of the CITY's payment process, the
CITY will not pay any late charges. Every effort will be made to pay bills promptly.
I. Staffing. Every legal matter should have a primarily responsible attorney
and a paralegal assigned. Ultimately, staffing is a CITY decision, and the CITY's representative
may review staffing to insure that it is optimal to achieve the goals of the engagement at the least
cost.
(1) Paralegals are to be used to the maximum extent possible to
enhance efficiency and cost-effectiveness. All tasks typically considered associate work should
be considered for assignment to a paralegal. Written authorization from the CITY must be had
before associate hours billed exceed paralegal hours billed.
(2) Once an attorney is given primary responsibility for an
engagement, that person should continue on the legal matter until the matter is concluded or the
attorney leaves the FIRM. The CITY will not pay the costs of bringing a new attorney up to
speed.
3 City of National City and BBK, LLLP
Legal Services Agreement
(3) If more than one attorney is going to perform the same task, prior
approval from the CITY must be had. This includes document review.
Article 4. Independent Contractor. The FIRM shall perform services as an
independent contractor. It is understood that this contract is for unique professional services.
Accordingly, the duties specified in this Agreement may not be assigned or delegated by the
FIRM without prior written consent of the CITY. Retention of the FIRM is based on the
particular professional expertise of the individuals rendering the services required in the Scope of
Services.
Article 5. Confidentiality of Work. All work performed by the FIRM including but
not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or
composed by the FIRM pursuant to this Agreement is for the sole use of the CITY. All such
work product shall be confidential and not released to any third party without the prior written
consent of the CITY.
Article 6. Compliance with Controlling Law. The FIRM shall comply with all
applicable laws, ordinances, regulations, and policies of the federal, state, and local governments
as they pertain to this Agreement. In addition, the FIRM shall comply immediately with any and
all directives issued by the CITY or its authorized representatives under authority of any laws
statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and
control the terms and conditions of this Agreement.
Article 7. Acceptability of Work. The CITY shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement and the amount of compensation due.
In the event the FIRM and the CITY cannot agree to the quality or acceptability of the work, the
manner of performance and/or the compensation payable to the FIRM in this Agreement, the
CITY or the FIRM shall give to the other written notice. Within ten (10) business days, the
FIRM and the CITY shall each prepare a report which supports their position and file the same
with the other party. The CITY shall, with reasonable diligence, determine the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
FIRM.
Article 8. Indemnification. The FIRM agrees to indemnify and hold the CITY and
its agents, officers, and employees harmless from and against all claims asserted or liability
established for damages or injuries to any person or property, including injury to the FIRM's
employees, agents, or officers, which arise from or are connected with or caused or claimed to be
caused by the acts or omissions of the FIRM and its agents, officers, or employees in performing
the work or other obligations under this Agreement, and all expenses of investigating and
defending against same; provided, however, that this indemnification and hold harmless shall not
include any claims or liability arising from the established sole negligence or willful misconduct
of the CITY, its agents, officers, or employees.
Article 9. Insurance. The FIRM shall not commence work under this Agreement
until it has obtained all insurance required in this Article with a company or companies
acceptable to the CITY. At its sole cost and expense, the FIRM shall take and maintain in full
4 City of National City and BBK, LLLP
Legal Services Agreement
force and effect at all times during the term of this Agreement the following policies of
insurance:
A. Commercial general liability insurance with a combined single limit of not
less than one million dollars ($1,000,000).
B. For all of the FIRM's employees which are subject to this Agreement, to
the extent required by the State of California, Workers' Compensation Insurance in the amount
required by law.
C. Errors and omissions insurance in an amount not less than two million
dollars ($2,000,000) per claim.
D. All insurance required by express provision of this Agreement shall be
carried only in responsible insurance companies licensed to do business in the State of
California. The policies carried pursuant to paragraph 9.A above shall name as additional
insureds the CITY and its elected officials, officers, employees, agents, and representatives. All
policies shall contain language, to the extent obtainable, to the effect that: (1) the insurer waives
the right of subrogation against the CITY and its elected officials, officers, employees, agents,
and representatives; (2) the policies are primary and not contributing with any insurance that may
be carried by the CITY; and (3) the policies cannot be cancelled or materially changed except
after thirty (30) days' notice by the insurer to the CITY by certified mail. Before this Agreement
shall take effect, the FIRM shall furnish the CITY with copies of all such policies upon receipt of
them, or a certificate evidencing such insurance. The FIRM may effect for its own account
insurance not required under this Agreement.
Article 10. Drug Free Work Place. The FIRM agrees to comply with the CITY's
Drug -Free Workplace requirements. Every person awarded a contract by the CITY for the
provision of services shall certify to the CITY that it will provide a drug -free workplace. Any
subcontract entered into by the FIRM pursuant to this Agreement shall contain this provision.
Article 11. Non -Discrimination Provisions. The FIRM shall not discriminate
against any subcontractor, vendor, employee or applicant for employment because of age, race,
color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical
handicap, or medical condition. The FIRM will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY setting
forth the provisions of this non-discrimination clause.
Article 12. Effective Date and Term. This Agreement shall be effective upon
execution by the FIRM and CITY and continue until written notice of cancellation. This
Agreement may be terminated at any time by either party with sixty (60) days' written notice to
the other. Notice of termination by the FIRM shall be given to the City Attorney.
Article 13. Notification of Change in Form. The FIRM has the right to effect
changes in form including but not limited to: the change in form from a partnership to a
professional law corporation; the change in form of any partner or partners from an individual or
5 City of National City and BBK, LLLP
Legal Services Agreement
Agreement.
individuals to a professional law corporation; the change in form of any corporate partner or
partners to any individual partners. The CITY shall be promptly notified in writing of any
change in form.
Article 14. Notices. In all cases where written notice is to be given under this
Agreement, service shall be deemed sufficient if said notice is deposited in the United States
mail, postage paid. When so given, such notice shall be effective from the date of mailing of the
notice. Unless otherwise provided by notice in writing from the respective parties, notice to the
Agency shall be addressed to:
Claudia G. Silva
City Attorney
City of National City
1243 National City Boulevard
National City, CA 91950-4301
cc: Chris Zapata, City Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Notice to the FIRM shall be addressed to:
Richard Opper, Esq.
Opper and Varco LLP
225 Broadway, Suite 1900
San Diego CA 92101
Nothing contained in this agreement shall preclude or render inoperative service
or such notice in the manner provided by law.
Article 15. Headings. All article headings are for convenience only and shall not
affect the construction or interpretation of this Agreement.
Article 16. Miscellaneous Provisions.
A. Time of Essence: Time is of the essence for each provision of this
B. California Law: This Agreement shall be construed and interpreted in
accordance with the laws of the State of California. The FIRM covenants and agrees to submit
to the personal jurisdiction of any state court in the State of California for any dispute, claim, or
matter arising out of or related to this Agreement.
C. Integrated Agreement: This Agreement including attachments and/or
exhibits contains all of the agreements of the parties and all prior negotiations and agreements
are merged in this Agreement. This Agreement cannot be amended or modified except by
written agreement, and mutually agreed upon by the CITY and the FIRM.
6 City of National City and BBK, LLLP
Legal Services Agreement
D. Severability: The unenforceability, invalidity, or illegality of any
provision of this Agreement shall not render the other provisions unenforceable, invalid, or
illegal.
E. Waiver: The failure of the CITY to enforce a particular condition or
provision of this Agreement shall not constitute a waiver of that condition or provision or its
enforceability.
F. Conflict of Interest: During the term of this Agreement, the FIRM shall
not perform services of any kind for any person or entity whose interests conflict in any way
with those of the CITY. This prohibition shall not preclude the CITY from expressly agreeing to
a waiver of a potential conflict of interest under certain circumstances.
G. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
H. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or
any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the 3rd day of
October, 2011.
CITY OF NATIONAL CITY
By:
Chris pata, Ci ; ►r/ ager
APPOVED AS TO FORM:
B
Opper & Varco LP
(Corporation— signatures of two corporate officers)
(Partnership — one signature)
(Sole proprietorship — one signature
Richard Opper, Esq.
City of National City and BBK, LLLP
Legal Services Agreement
Exhibit A
Term: October 2011 through October 2012
Scope: Represent and advise the City of National City and it's redevelopment department on
matters identified in the extant Disposition and Development Agreement including, but not
limited to, review and drafting of necessary documents required by regulatory authorities,
meetings and conferences with the redevelopment team, regulatory authorities, the developer's
team and such other stakeholders as are required by the City's obligations in the DDA.
Estimated level of effort: I estimate an average of five hours per month to accomplish these
tasks. Some months the level of effort will be lower, but on some months a trip to DTSC may
increase costs. (5 x $325/ hr. = $1,625/ month x 12 months = $19,500)
Total cost: $19,500.
8 City of National City and BBK, LLLP
Legal Services Agreement
Oct B5 2011 15:H6:43 860--S47-5000 -
619 336 4286 Matthew Roach Page H03
,a►coRI$ CERTIFICATE OF LIABILITY INSURANCE Roos
1 ATE05/-2011
THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the po(icylies) must be endorsed, If SUBROGATIONIS WAIVED, subject to
the terms end conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
AHERN INSURANCE BROKERAGE/PUS
165838 P:(866)467-8730 F:(877)905-0457
PO BOX 33015
SAN ANTONIO TX 78265
CON ACT
NAME_
PHrONC ND Ext)o (866) 467-9730 (nc,No): (877) 905-0457
LA-MAJL
ADDRESS:
PRODUCER
CUSTOMER ID*:
INSURERI5) AFFORDING COVERAGE
NAIL ,I
WSURED
RICHARD OPPER, SUZANNE VARCO, & LINDA
BERESFORD DBA OPPER & VARCO, LLP
225 BROADWAY STE 1900
SAN DIEGO CA 92101
INSURER A. Hartford Ins Co of the Midwest
INSURER B:
INSURER C:
INSURER D:
INSURER E
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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CERTIFICATE HOLDER
CANCELLATION
The City of National City
Attn: Redevelopment Division
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91950
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTMORI2ED REPRESENTATIVE
ACORD 25 (2009/09)
a' 1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
10/05/2011 WED 12:07 [JOB NO. 0618) [A003
OPPER-1
OP ID: AN
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44. CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
10/05/11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 858-571-9030
Ahem Insurance Brokerage 858-571 -9010
9655 Granite Ridge Dr., #500
San Diego, CA 92123
Christine B. Clark
CONTACT
NAME:
PHONE FAX
(NC No Ext): IAIC, No):
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Greenwich Insurance Company
INSURED Opper & Varco, LLP
225 Broadway
Suite 1900
San Diego, CA92101
INSURER B:
INSURER C:
INSURER D:
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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11/01/10
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PER cum 2,000,000
AGGREGATE 2,000,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace is required)
*10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT
Deductible: $5,000 Per Claim
Prior Acts Date: 11/01/1996
CERTIFICATE HOLDER
CANCELLATION
NATIONI
The City of National City
Redevelopment Division
1243 National City Boulevard
National City, CA 91950-4301
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2010/05)
01988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone / 619-336-4229 fax
October 10, 2011
Mr. Richard Opper
Opper and Varco LLP
225 Broadway, Suite 1900
San Diego, CA 92101
Dear Mr. Opper,
On October 3'd, 2011, an Agreement was entered between the City of National
City and Opper and Varco LLP.
We are enclosing for your records a fully executed original Agreement.
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Office of the City Attorney