HomeMy WebLinkAbout2014 CON Lounsbery Ferguson Altona & Peak - Legal Services Sales Tax Extension OrdinanceLEGAL SERVICES AGREEMENT
THIS AGREEMENT is entered into effective this ' ay of Ju2014, by and between
the City of National City, (hereinafter "the CITY") and LOUNSBERY FERGUSON ALTONA &
PEAK LLP (hereinafter "ATTORNEYS").
RECITALS
The following recitals are a substantive part of this Agreement:
1. ATTORNEYS represent they are qualified by virtue of experience, training, education
and expertise to accomplish the services necessary under this Agreement.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement.
This Agreement shall cover services rendered from the above -referenced effective date of
this Agreement until June 30, 2015
2. Services to be Provided.
The services to be performed by ATTORNEYS shall consist of any and all tasks reasonably
required to advise, assist and fully represent the CITY in all legal matters presented to
ATTORNEYS concerning the Sales Tax Extension Ordinance, and on any matters in litigation
wherein ATTORNEYS are consulted by, or appear on behalf of, the CITY.
3. Compensation - ATTORNEY shall be compensated as follows:
3.1 Amount. The CITY shall compensate ATTORNEY for services rendered at
the following hourly rates:
James P. Lough $ 250/hr
ATTORNEYS agree to waive any billings for travel time. Except for reimbursable
expenses as defined below, such hourly compensation shall be the sole and total remuneration for
services rendered pursuant to this Agreement.
The total amount of services and costs to be paid for said matter shall not exceed
$5,000.00, without the express written authorization of the CITY.
3.2 Billing. ATTORNEYS agree to provide detailed invoicing of all billing for
services on a monthly basis. Monthly invoices shall begin on the first of the month following the
execution of the Agreement herein. All charges must be itemized by ATTORNEYS, showing in
detail the work task performed during the billing entry. All charges must be presented in a line
item format and in a manner such that each task is separately explained in reasonable detail, and
with a specific time allocation recorded, for each task. The invoice shall include the amount,
billing rate and basis for calculation of all fees and costs.
The CITY will not accept, and will not be responsible for block or cumulative invoice
entries. ATTORNEYS shall not charge the CITY for more than one ATTORNEY'S time when
appearing at a meeting, in Court, or for performing any task unless the CITY has expressly
authorized the use of two or more ATTORNEYS for the appearance or task.
All billing for work performed under this Agreement shall be sent to the following:
Claudia Silva, City Attorney
City of National City
1243 National City Boulevard
National City, CA 91910
3.3 Reimbursements for Expenses. ATTORNEYS shall keep accurate records
of all costs, travel and expenses. These records shall be made available to the CITY upon
reasonable request.
The CITY will reimburse actual, reasonable and necessary out of pocket expenses
incurred by ATTORNEYS in performing any services under this Agreement as follows:
1. Photocopying charges at no more than $0.20 per page.
2. Facsimile charges at no more than $1.00 per page.
3. Computerized legal research at the actual amount charged to
ATTORNEYS. However, all computerized legal research must be
authorized and approved by the CITY.
4. Parking Fees at the actual amount charged to ATTORNEYS.
5. ATTORNEYS may seek reimbursement for any actual, reasonable and
necessary expenses incurred on items not identified above with the prior
authorization and approval by the CITY.
The CITY will not reimburse ATTORNEYS for any additional charges incurred due to
"rush" deliveries or "late" charges, unless such expenses are approved by the CITY and the need
for such services is determined by the CITY to be reasonably beyond the control of ATTORNEYS.
ATTORNEYS shall submit a monthly summary of expenses, along with all supporting
receipts, within sixty (60) days of the expense being incurred.
3.4. Insurance.
4.1 Professional Errors and Omissions Insurance.
ATTORNEYS shall obtain and maintain in full force and effect at all times Professional
Errors and Omissions Liability Insurance. Such insurance shall provide coverage in an amount
not less than one million dollars ($1,000,000.00) per occurrence and two million dollars
($2,000,000.00) aggregate. All insurance required shall be carried only by responsible insurance
companies licensed to do business in California.
Said insurance policy shall provide coverage to the CITY for any damages or losses
suffered by the CITY as a result of any error or omission, or neglect by ATTORNEYS which arise
out of the services rendered under this Agreement.
ATTORNEYS shall not commence any work under this Agreement until ATTORNEYS
have obtained all CITY approved insurance.
Nothing in this section shall be construed to make ATTORNEYS other than a Consultant
for all purposes.
ATTORNEYS agree to notify the CITY in the event that the limits shall fall below the
coverage stated above or if the insurance policies noted here are allowed to lapse and substitute
insurance is, or is not, obtained.
4.2 Workers Compensation Insurance.
ATTORNEY shall obtain and maintain workers compensation insurance in
accordance with section 3700 of the California Labor Code.
5. City Agent.
Claudia Silva City Attorney, for the purposes of this Agreement, is the Agent for the CITY.
Whenever authorization or approval is required, ATTORNEYS understand that the City Attorney
has the authority to provide the authorization or approval.
6. Independent Contractor.
ATTORNEYS, and anyone employed by ATTORNEYS, are not and shall not be, deemed
employees of the CITY. ATTORNEYS are solely responsible for the payment of employment
taxes, workers compensation taxes, and any other taxes for employees.
7. Conflict of Interest.
ATTORNEYS represent that they presently have no material financial interest other than
that which may be held by the general public and shall not acquire any interest, direct or indirect,
in any contract or decision made on behalf of the CITY which may be affected by the services to
be performed by ATTORNEYS under this Agreement. ATTORNEYS further agree that no person
having any such interest shall be employed by them. If ATTORNEYS, or their employees, acquire
a direct or indirect personal interest, such interest shall be immediately disclosed to the CITY and
the interested individual shall abstain from any contracts or decisions under this Agreement. From
time to time the CITY and ATTORNEYS have entered into and will enter into written agreements
regarding conflicts of interest and waivers of conflicts of interest. To the extent there are any
inconsistencies between the terms of this section and those written agreements, the provisions of
those agreements shall govern.
In addition to the proscriptions regarding conflicts of interest imposed on ATTORNEYS
by the Business and Professions Code and by California Rules of Professional Conduct,
ATTORNEYS represent that no ATTORNEY shall represent clients before any board,
commission, committee or agency of the CITY or represent any client with interests adverse to the
CITY. Furthermore, ATTORNEYS shall at all times avoid conflicts of interest or the appearance
of a conflict of interest in performance of this Agreement. ATTORNEYS shall immediately notify
the City Attorney of any circumstances, or change of circumstances, that may provide for the
potential for a conflict of interest, or actual conflict of interest.
8. Non -Liability of Officials/Employees of the CITY.
No official or employee of the CITY shall be personally liable for any default or liability
under this Agreement.
9. Compliance with Law.
ATTORNEYS shall comply with all applicable laws, ordinances, codes and regulations of
the Federal, State and local governments. In addition, ATTORNEYS agree to abide by all ethical
and moral standards as represented by the Rules of Professional Conduct as applied to the
California State Bar.
10. Work Product.
All documents, or other information developed or received, by ATTORNEYS shall be the
property of the CITY. ATTORNEYS shall provide the CITY with copies of items upon reasonable
demand or upon termination of this Agreement.
11. Notices.
All notices shall be personally delivered or mailed, via first class mail, to the below listed
address. In addition, such addresses shall be used for delivery for service of process.
ATTORNEYS agree to notify the CITY within ten (10) days of the date of any change of address
and agrees to keep an updated address with the applicable Courts on any matters that
ATTORNEYS are representing the CITY.
a. Address of ATTORNEYS is as follows:
James P. Lough
Lounsbery Ferguson Altona & Peak LLP
960 Canterbury Place, Ste. 300
Escondido, CA 92025-3836
b. Address of CITY is as follows:
Claudia Silva, City Attorney
City of National City
1243 National City Boulevard
National City, CA 91910
12. Default/Termination of Agreement.
CITY and ATTORNEYS shall have the right to terminate this Agreement without cause
by giving fifteen (15) days written notice. However, ATTORNEYS shall not substitute out as
Attorneys of record on any matters it may be representing the CITY without first obtaining written
consent from the CITY, or first obtaining an appropriate Court Order, allowing ATTORNEYS to
withdraw as counsel of record.
13. Limitations Upon Assignment/Subcontracting.
ATTORNEYS agrees that no portion of their performance or services rendered under this
Agreement shall be assigned by ATTORNEYS or subcontracted to any other without prior written
authorization and approval of the CITY.
14. Non -Discrimination.
ATTORNEYS covenant there shall be no discrimination based upon race, color, creed,
religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to
this Agreement.
15. Time of Essence.
Time is of the essence in the performance of this Agreement.
16. Authority to Execute.
The persons executing this Agreement on behalf of the parties warrant that they are duly
authorized to execute this Agreement as herein stated.
17. City Audit
The City is required to complete an annual audit. The Auditors may contact and require
some input from ATTORNEYS concerning matters ATTORNEYS are engaged for the City.
ATTORNEYS agree to cooperate, at not charge to the City, for such cooperation or input as part
of Attorney costs of service for the City.
18. Entire Agreement.
This Agreement represents the Parties final and mutual understanding. This Agreement
supersedes any previous Agreements, oral or written.
19. Modification.
This Agreement shall not be modified or replaced except by another signed, written
Agreement, properly executed by the parties.
20. Waiver.
The waiver of any breach or any provision of this Agreement does not waive any other
breach of that term, or any other term, in this Agreement.
21. Partial Invalidity.
If any part of this Agreement is found for any reason to be unenforceable, all other parts
nonetheless shall remain in force.
22. Governing Law.
This Agreement shall be interpreted and construed in accordance with the laws of the State
of California. Any action commenced regarding this Agreement shall be filed in the Central
Branch of the San Diego Superior Court.
23. Interpretation.
This Agreement shall be interpreted as though prepared by both parties.
24. Survival.
All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating responsibility or liability between the CITY and ATTORNEYS survive the
termination of this Agreement.
REST OF THIS PAGE INTENTIONALLY
LEFT BLANK
IN WITNESS WHEREOF, these parties have executed this Agreement to be effective on
the day and year shown hereinabove.
Date:
Date: 7-(7 -JG/'
Cof National City
ttomey
Lounsbery Ferguson Altona ' eak LLP
David . Ferguso
Executive Part
LOUNSBERY FERGUSON
ALTONA & PEAK LLP
ESCONDIDO AND SAN DIEGO
960 Canterbury Place, Suite 300
Escondido, California 92025-3870
Telephone (760) 743-1201
Facsimile (760) 743-9926
www.LFAP.com
SPECIAL COUNSEL
JOHN W. WITT
Date: July 28, 2014
Direct: (760) 743-1226 ext 118
Email: KLD@LFAP.com
To: Claudia Silva, City Attorney c e_
City of National City zrn p
1243 National City Boulevard .z'�t11 w
National City, CA 91950 vv "0
Subject: Sales Tax Extension Ordinance CI cr1
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-t:
Enclosure Legal Services Agreement
Ms. Silva,
The Legal Services agreement, for James P. Lough, is attached. Please sign both copies, and
return one to this office.
Thank you.
LOUNSBERY FERGUSON ALTONA & PEAK, LLP
By:KOW
awC
leen Day, Legal Assistan
l3NHUI/ A113
Mayor
Ron Morrison
Council Members
Louis Natividad
Alejandra Sotelo-Solis
Mona Rios
Jerry Cano
TO:
NATI CITY
rriCOBpcm.i
Office of the City Attorney
MEMORANDUM
City Attorney
Claudia Gacitua Silva
Senior Assistant City Attorney
Elisa Cusato
Deputy City Attomey
Jennifer Knight
City Clerk DATE: September 10, 2014
FROM: Executive Assistant to the City At
SUBJECT: Legal Services Agreement
Attached for your files is an original fully -executed Legal Services Agreement with Lounsbery
Ferguson Altona & Peak, LLP.
Attachment
1243 National City Boulevard; National City, California 91950-4301
Tel.: (619) 336.4220 Fax: (619) 336.4327
Mayor
Ron Morrison
Council Members
Louis Natividad
Alejandra Sotelo-Solis
Mona Rios
Jerry Carlo
September 10, 2014
nucortponhop
Office of the City Attorney
Kathleen Day
Legal Assistant
Lounsbery Ferguson Altona & Peak, LLP
960 Canterbury Place, Suite 300
Escondido, CA 92025-3870
RE: Legal Services Agreement
Dear Ms. Day:
City Attorney
Claudia Gacitua Silva
Senior Assistant City Attorney
Elisa Cusato
Deputy City Attorney
Jennifer Knight
Please find enclosed a fully -executed Legal Services Agreement between Lounsbery Ferguson
Altona & Peak and the City of National City for services provided by James Lough.
Very truly yours,
41 Uu,1 I
Ginny Mi le
Executive Assistant to the City Attorney
Enclosure
1243 National City Boulevard; National City, California 91950-4301
Tel.: (619) 336.4220 Fax: (619) 336.4327