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HomeMy WebLinkAbout2013 CON Opper & Varco - Legal Services - Amendment #2SECOND AMENDMENT TO AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND OPPER AND VARCO, LLP This Second Amendment to the Agreement is entered into this 3rd day of December, 2013, by and between the City of National City, a municipal corporation (the "City"), and Opper and Varco, LLP, a Limited Liability Partnership. RECITALS A. WHEREAS, the City and Opper and Varco entered into an Agreement on October 3, 2011, (the "Agreement") for the not to exceed amount of $19,500 wherein the Opper and Varco agreed to assist the City 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. B. WHEREAS, the City requires continuing legal services related to the DDA matters in order to meet the obligations under the DDA regarding the project. C. WHEREAS, on February 26, 2013, the City entered into the First Amendment to the Agreement increasing the not -to -exceed amount by $30,500, for a total not to exceed amount of $50,000. D. WHEREAS, to meet the obligations under the DDA for the project, the parties desire to increase the not -to -exceed amount by $30,000, for a total Agreement amount of $80,000. AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement entered into on October 3, 2011, as follows: 1. Increase the not -to -exceed amount by $30,000, for a total Agreement amount of $80,000. 2. The parties further agree that with the foregoing exceptions, each and every term and provision of the Agreement dated October 3, 2011, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF TIONAL CITY By: Morrison, Mayor OVED AS TO FORM: CI City Attorney Silva OPPER AND VARCO LLP . y: . a t a[1/1r� Richard Opper, Partn RESOLUTION NO. 2013 — 184 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES WITH OPPER & VARCO, LLP, TO INCREASE THE NOT TO EXCEED AMOUNT BY $30,000, FOR A TOTAL NOT TO EXCEED AMOUNT OF $80,000, TO PROVIDE LEGAL SERVICES REGARDING ENVIRONMENTAL SITE CONDITIONS, REMEDIATION, REGULATORY ISSUES, AND CLOSURE OF THE WI-TOD SITE WHEREAS, on October 3, 2011, the City entered into an agreement with the law firm of Opper & Varco, LLP, to assist the City with environmental site conditions, remediation, regulatory issues, and closure pursuant to the City's obligation to the former redevelopment agency to carry out 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; and WHEREAS, on February 26, 2013, the City entered into the First Amendment to the Agreement increasing the not -to -exceed amount by $30,500, for a total not to exceed amount of $50,000 for continuing legal services related to the DDA matters in order to meet the obligations under the DDA regarding the project; and WHEREAS, there is a continuing need for assistance to address the environmental site conditions, thus, the parties desire a Second Amendment to the Agreement to increase the not - to -exceed amount by $30,000 for a total Agreement amount of $80,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute the Second Amendment to the Agreement between the City of National City and Opper & Varco, LLP, to increase the not to exceed amount by $30,000, for a total not to exceed amount of $80,000, to continue to assist the City with environmental site conditions, remediation, regulatory issues, and closure pursuant to the City's obligation to the former redevelopment agency to carry out 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. Said Second Amendment to the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of Decembe 013. on Morrison, Mayor ATTEST: Folk Michael Dalla, City Clerk C audia City At ED AS TO FORM: ua Silva Passed and adopted by the Council of the City of National City, California, on December 3, 2013 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON By: Mayor of the City of National City, California City Clerk of the City of National City, California Deputy HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-184 of the City of National City, California, passed and adopted by the Council of said City on December 3, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: December 3, 2013 AGENDA ITEM NO. 14 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute a Second Amendment to the Agreement with Opper and Varco, LLP, to increase the not -to - exceed amount of the Agreement by $30,000, for a total not to exceed amount of $80,000 to provide legal services regarding environmental site conditions, remediation, regulatory issues, and closure pursuant to the Disposition and Disposition Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partne LP. PREPARED BY: Claudia Gacitua Silva DEPARTMENT PHONE: Ext. 4222 APPROVED BY EXPLANATION: The City and Opper & Varco entered into an Agreement on October 3, 2011, for th not o exceed amount of $19,500 wherein the Opper and Varco agreed to assist the City with environmental site co . itions, remediation, regulatory issues, and closure pursuant to the City's obligation to the former redevelopment agency to carry out 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. On February 26, 2013, the City entered into the First Amendment to the Agreement increasing the not -to - exceed amount by $30,500, for a total not to exceed amount of $50,000 for continuing legal services related to the DDA matters in order to meet the obligations under the DDA regarding the project. There is a continuing need for assistance to address the environmental site conditions, thus, the parties esire a Second Amendment to the Agreement to increase the not -to -exceed amount by $30,000 for a total Agreement amount of $80,000. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funds are budgeted in Account No. 001-499-500-598-3934 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: MIS STAFF RECOMMENDATION: Adopt proposed resolution. BOARD / COMMISSION RECOMMENDATION: N/A •TTACHMENTS: 011 Agreement for Legal Services First Amendment to the Agreement Proposed Second Amendment to the Agreement Proposed resolution AGREEMENT 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. follows: Compensation. Compensation paid under this Agreement shall be as Partner: $325.00 per hour Senior Associate: $275 per hour Associate: $195 per hour ParalegallLegal 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 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. 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 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 Agreement. 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 (lii) 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, Manager Opper & Varco LP (Corporation — signatures of two corporate officers) (Parfiership — one signature) (Sole pro By: Richard Opper, Esq. 7 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 FIRST AMENDMENT TO AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND OPPER AND VARCO, LLP This First Amendment to Agreement is entered into this 26th day of February, 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation, ("CITY"), and OPPER AND VARCO, LLP, ("FIRM"). RECITALS A. CITY and FIRM (the "Parties") entered into an Agreement on October 3, 2011, ("the Agreement") wherein the FIRM agreed to assist in representing the CITY 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. B. The CITY requires continuing legal services related to the DDA matters described in Recital "A". In order to meet the obligations under the DDA regarding the project, which have and continue to exceed the original amount of the Agreement. The Parties desire to amend the Agreement to increase the not -to -exceed amount of the Agreement by $30,500, for a total not -to -exceed amount of $50,000. AGREEMENT NOW, THEREFORE, the CITY OF NATIONAL CITY and OPPER AND VARCO, LLP, hereto agree that the Agreement entered into on October 3, 2011, shall be amended by amending Article 3 (Compensation), Section C of the Agreement by increasing the not -to -exceed amount by $30,500, for a total not -to -exceed amount of $50,000. The parties further agree that with the foregoing exception, each and every term and provision of the Agreement dated October 3, 2011, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first above written. CITY OF NATIONAL CITY OPp APP By: Leslie Deese Executive Director ED AS TO FORM: a Silva Successor ncy Counsel Richard Opper, Partner SECOND AMENDMENT TO AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND OPPER AND VARCO, LLP This Second Amendment to the Agreement is entered into this 3rd day of December, 2013, by and between the City of National City, a municipal corporation (the "City"), and Opper and Varco, LLP, a Limited Liability Partnership. RECITALS A. WHEREAS, the City and Opper and Varco entered into an Agreement on October 3, 2011, (the "Agreement") for the not to exceed amount of $19,500 wherein the Opper and Varco agreed to assist the City 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. B. WHEREAS, the City requires continuing legal services related to the DDA matters in order to meet the obligations under the DDA regarding the project. C. WHEREAS, on February 26, 2013, the City entered into the First Amendment to the Agreement increasing the not -to -exceed amount by $30,500, for a total not to exceed amount of $50,000. D. WHEREAS, to meet the obligations under the DDA for the project, the parties desire to increase the not -to -exceed amount by $30,000, for a total Agreement amount of $80,000. AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement entered into on October 3, 2011, as follows: 1. Increase the not -to -exceed amount by $30,000, for a total Agreement amount of $80,000. 2. The parties further agree that with the foregoing exceptions, each and every term and provision of the Agreement dated October 3, 2011, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY OPPER AND VARCO, LLP By: By: Ron Morrison, Mayor Richard Opper, Partner APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney RESOLUTION NO. 2013 — 184 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES WITH OPPER & VARCO, LLP, TO INCREASE THE NOT TO EXCEED AMOUNT BY $30,000, FOR A TOTAL NOT TO EXCEED AMOUNT OF $80,000, TO PROVIDE LEGAL SERVICES REGARDING ENVIRONMENTAL SITE CONDITIONS, REMEDIATION, REGULATORY ISSUES, AND CLOSURE OF THE WI-TOD SITE WHEREAS, on October 3, 2011, the City entered into an agreement with the law firm of Opper & Varco, LLP, to assist the City with environmental site conditions, remediation, regulatory issues, and closure pursuant to the City's obligation to the former redevelopment agency to carry out 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; and WHEREAS, on February 26, 2013, the City entered into the First Amendment to the Agreement increasing the not -to -exceed amount by $30,500, for a total not to exceed amount of $50,000 for continuing legal services related to the DDA matters in order to meet the obligations under the DDA regarding the project; and WHEREAS, there is a continuing need for assistance to address the environmental site conditions, thus, the parties desire a Second Amendment to the Agreement to increase the not - to -exceed amount by $30,000 for a total Agreement amount of $80,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute the Second Amendment to the Agreement between the City of National City and Opper & Varco, LLP, to increase the not to exceed amount by $30,000, for a total not to exceed amount of $80,000, to continue to assist the City with environmental site conditions, remediation, regulatory issues, and closure pursuant to the City's obligation to the former redevelopment agency to carry out 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. Said Second Amendment to the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 3rd day of December, 2013. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Claudia Gacitua Silva City Attorney OPPER VARCO LLP THE ENVIRONMENTAL LAW GROUP TRANSMITTAL MEMO DATE: December 5, 2013 TO: Ginny Miller Executive Assistant to the City Attorney City of National City 1243 National City Blvd National City, CA 91950-4301 RE: City of National City 225 Broadway, Suite 1900 San Diego, CA 92101 Phone: (619) 231-5858 Fax: (619) 231-5853 www.envirolawyer. com ENCLOSURES: Three original signature pages of the Second Amendment to Agreement by and between the City of National City and Opper and Varco, LLP. VeraAtruly yours, J inene Kallen Assistant to Suzanne R. Varco, Esq. and Richard G. Opper, Esq. CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk December 16, 2013 Mr. Richard Opper Opper & Varco 225 Broadway, Suite 1900 San Diego, CA 92101 Dear Mr. Opper, On December 3rd, 2013, Resolution No. 2013-184 was passed and adopted by the City Council of the City of National City, authorizing execution of Amendment #2 to an Agreement with Opper & Varco, LLP. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Amendment. Sincerely, 2vezi Michael R. Dalla, CMC City Clerk Enclosures cc: Office of the City Attorney