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HomeMy WebLinkAbout2011 CON Sabine & Morrison - Legal Services Sign RegulationAGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND RANDAL R. MORRISON OF THE LAW FIRM SABINE & MORRISON THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and Randal R. Morrison ("SPECIAL COUNSEL") of the law firm Sabine and Morrison. This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by outside counsel and the fee arrangement for said services. Article 1. Retainer. The CITY hereby retains SPECIAL COUNSEL to assist in advising and representing the CITY in connection with sign regulation, public forum and related issues, subject to this Agreement. Article 2. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by SPECIAL COUNSEL under this Agreement. These services may include the following: review and commentary on existing and proposed sign regulations, drafting of proposed new or additional sign regulations, advice and guidance on contracts and agreements related to signs, and legal issues related to billboards, picketing, protests, public forum issues, and related matters. It is expected that SPECIAL COUNSEL will work with the City Attorney and CITY staff. Article 3. follows: Compensation. Compensation paid under this Agreement shall be as Attomey (Morrison): $295.00 per hour Paralegal/Legal Assistant: $40.00 per hour A. SPECIAL COUNSEL shall not use more than one attorney for the same specific task without the CITY's approval. SPECIAL COUNSEL's assignments may be delegated to other attorneys only at the prior approval and direction of the City Attorney. B. SPECIAL COUNSEL 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 outside counsel. The CITY shall not be obligated to pay outside counsel amounts not discussed, budgeted, and agreed to before being incurred. C. The CITY has appropriated or otherwise duly authorized the payment of an amount not to exceed $5,000.00 for certain described legal services and out-of-pocket disbursements pursuant to this Agreement. Work outside the "not to exceed scope," shall be at the direction of the City Attorney and shall be billed on the basis of actual time devoted to the assignment. The assignment which is subject to this "not to exceed" budget is: a first complete draft of a proposed sign ordinance (separate chapters for regulatory and proprietary roles), based on the existing sign ordinance. This does not include later rounds of revisions based upon input and commentary from CITY staff, or attending meetings of the Planning Commission and/or 1 City of National City and BBK, LLLP Legal Services Agreement City Counsel, or consultation services regarding proposal(s) for the CITY to contract with private parties for the placement of signs and/or billboards on property owned or controlled by the CITY, or any litigation services related to the subject matter of this agreement; all such services will be billed at the compensation rates stated above. D. SPECIAL COUNSEL shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 1. SPECIAL COUNSEL will not charge the CITY for travel time within San Diego County; when travel outside San Diego County is assigned by the City Attorney, travel time will be billed at standard rates, plus actual travel and lodging expenses, without markup for billing. E. The CITY further agrees to reimburse SPECIAL COUNSEL, 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 SPECIAL COUNSEL as a standard practice to its clients generally, with the exception of travel and meals. In any billing for disbursements, SPECIAL COUNSEL 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 SPECIAL COUNSEL's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis or like items. (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. F. Bills from SPECIAL COUNSEL 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 SPECIAL COUNSEL for billing evaluation and review purposes shall be made available to the CITY in support of bills rendered by SPECIAL COUNSEL. G. SPECIAL COUNSEL 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 2 City of National City and BBK, LLLP Legal Services Agreement compensate SPECIAL COUNSEL on this basis. SPECIAL COUNSEL 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. The CITY will not pay the costs of bringing a new attorney up to speed. (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. SPECIAL COUNSEL 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 SPECIAL COUNSEL without prior written consent of the CITY. Retention of SPECIAL 3 City of National City and BBK, LLLP Legal Services Agreement COUNSEL 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 SPECIAL COUNSEL including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by SPECIAL COUNSEL 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. SPECIAL COUNSEL 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, SPECIAL COUNSEL 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 SPECIAL COUNSEL and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to SPECIAL COUNSEL in this Agreement, the CITY or SPECIAL COUNSEL shall give to the other written notice. Within ten (10) business days, SPECIAL COUNSEL 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 SPECIAL COUNSEL. Article 8. Indemnification. SPECIAL COUNSEL 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 SPECIAL COUNSEL'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 SPECIAL COUNSEL 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. Such indemnification and hold harmless is limited to the coverage limits of SPECIAL COUNSEL's professional insurance. Article 9. Insurance. SPECIAL COUNSEL 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, SPECIAL COUNSEL and his FIRM shall take and maintain in full force and effect at all times during the term of this Agreement the following policies of insurance: A. Professional errors and omissions insurance in an amount not less than $500,000 per claim. 4 City of National City and BBK, LLLP Legal Services Agreement B. SPECIAL COUNSEL has provided to CITY a sample Certificate of Insurance, Liberty Insurance Underwriters Policy LPA 232553000, produced by AON Affinity Insurance Services, Inc. Such policy, along with all renewals and extensions thereof, satisfies all of the CITY'S insurance requirements regarding this agreement. SPECIAL COUNSEL will cause AON to provide CITY with a certificate naming the CITY as a Certificate Holder under this policy. Article 10. Drug Free Work Place. SPECIAL COUNSEL 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 SPECIAL COUNSEL pursuant to this Agreement shall contain this provision. Article 11. Non -Discrimination Provisions. SPECIAL COUNSEL 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. SPECIAL COUNSEL 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. When applicable, SPECIAL COUNSEL 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 SPECIAL COUNSEL 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 SPECIAL COUNSEL shall be given to the City Attorney. Article 13. Notification of Change in Form. SPECIAL COUNSEL's 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 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 Gacitua Silva 5 City of National City and BBK, LLLP Legal Services Agreement 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 SPECIAL COUNSEL shall be addressed to: Randal R. Morrison, Esq. Sabine & Morrison PO Box 531518 San Diego CA 92153-1518 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 Agreement. B. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. SPECIAL COUNSEL 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 SPECIAL COUNSEL. 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, SPECIAL COUNSEL and his 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. SPECIAL COUNSEL Randal R. Morrison is not related to Mayor Ron Morrison. 6 City of National City and BBK, LLLP Legal Services Agreement 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 WITNES WHEREOF, the parties have executed this Agreement on the of De,c22..t,,,t,6_, 2011. CITY OF NA ' 1 NAL CITY RANDAL R. MORRISON SABINE .- MORRISO By: Chris apata, anager APP OVED AS TO By: citua Silva City At. ey By: Ran al R. Morrison day 7 City of National City and BBK, LLLP Legal Services Agreement INCORPORATED January 24, 2012 Mr. Randal R. Morrison Law Firm Sabine & Morrison P.O. Box 531518 San Diego, CA 92153-1518 Dear Mr. Morrison, 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 On December 27th, 2011, an Agreement was entered between the City of National City and the Law Firm Sabine & Morrison We are enclosing for your records a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Office of the City Attorney CITY OF NATIONAL CITY OFFICE OF THE CITY ATTORNEY 1243 National City Boulevard, National City, CA 91950-4301 Claudia G. Silva • City Attorney Phone: (619) 336-4220 Fax: (619) 336-4327 TDD: (619) 336-1615 E-mail: Attorney@nationalcityca.gov TO: City Clerk FROM: Ginny Miller, Legal Assistant SUBJECT: Agreement for Legal Services; Sabine & Morrison DATE: January 23, 2012 Attached please find two original, full -executed Legal Services Agreements between the City and the law firm of Sabine & Morrison for processing.. Thank you. n9-die4