HomeMy WebLinkAbout2015 CON SA Opper and Varco LLP - Legal Services - Amendment #2SECOND AMENDMENT TO AGREEMENT
BY AND BETWEEN
THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
AND
OPPER AND VARCO, LLP
This Second Amendment to Agreement is entered into this 19th day of May, 2015, by
and between the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT
COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California
public entity, ("SUCCESSOR AGENCY"), and OPPER AND VARCO, LLP, ("FIRM").
RECITALS
WHEREAS, COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
NATIONAL CITY ("CDC") and FIRM (the "Parties") entered into an Agreement on October 3,
2011, ("the Agreement") wherein the FIRM agreed to assist in representing the CDC in connection
with redevelopment and environmental issues for the not to exceed amount of $13,000; and
WHEREAS, on February 1, 2012, all California redevelopment agencies were dissolved,
successor agencies were established as successor agencies to the former redevelopment agencies
pursuant to Health and Safety Code Section 34173, and successor agencies are tasked with
paying, performing, and enforcing the enforceable obligations of the former redevelopment
agencies; and
WHEREAS, on February 26, 2013, the SUCCESSOR AGENCY and the FIRM entered
into the First Amendment to the Agreement to increase the not to exceed amount by $37,000, for
a total not -to -exceed amount of $50,000 for continued legal services for non -owned properties;
and
WHEREAS, because the Successor Agency has a continuing need for environmental
legal work, the Parties desire to amend the Agreement to include more specifically in the scope
of work environmental remediation and underground storage tanks for Successor Agency -owned
properties, and existing Successor Agency environmental obligations for non -owned properties;
and
WHEREAS, the Agreement allows the Successor Agency to determine the scope of
work; and
WHEREAS, this continuing environmental legal work requires an increase to the not -to -
exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of $130,000; and
WHEREAS, this obligation is listed on the Recognized Obligations Payments Schedule,
which has been approved by the California Department of Finance; and
WHEREAS, this Second Amendment will require approval of the Oversight Board to the
Successor Agency, as well as the California Department of Finance prior to being effective.
AGREEMENT
NOW, THEREFORE, the SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY, and OPPER AND VARCO, LLP, hereto agree that the Agreement entered into on
October 3, 2011, shall be amended as follows:
A. Article 2 (Scope of Services) shall be amended to add more
specifically environmental remediation, and underground
storage tanks generally for Successor Agency -owned properties
and Successor Agency environmental obligations.
B. Article 3 (Compensation), Section C of the Agreement shall be
amended to increase the not -to -exceed amount by $80,000, for a
total not -to -exceed amount of $130,000.
The parties further agree that with the foregoing exception, each and every term and
provision of the Agreement dated October 3, 2011, and First Amendment dated February 26,
2013, 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.
SUCCESSOR AGENCY TO THE
COMMUNITY DEVELOPMENT
COMMISSION AS THE NATIONAL CITY C REDEVELOPMENT AGENCY
Leslie Deese
Executive Director
APPReOVED ; S TO FORM:
By:
audia Gac a Sil
Success. Agency Counsel
OPPER AND VARCO, LLP
Richard Opper, Partner
May 19, 2015 - 2 - Second Amendment to Agreement
Successor Agency/Opper and Varco, LLP
RESOLUTION NO. 2015 — 64
RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION AS
THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING
THE MAYOR TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT
FOR LEGAL SERVICES WITH OPPER & VARCO, LLP, FOR CONTINUED
LEGAL WORK REGARDING ENVIRONMENTAL REMEDIATION,
UNDERGROUND STORAGE TANKS, AND ENVIRONMENTAL WORK
GENERALLY FOR SUCCESSOR AGENCY -OWNED PROPERTIES, AND
SUCCESSOR AGENCY ENVIRONMENTAL OBLIGATIONS, AND TO
INCREASE THE NOT TO EXCEED AMOUNT BY $80,000, FOR
A TOTAL NOT TO EXCEED AMOUNT OF $130,000
WHEREAS, Community Development Commission of the City of National City
("CDC") and Opper & Varco, LLP, entered into an Agreement on October 3, 2011, ("the
Agreement") wherein the Opper & Varco agreed to assist in representing the CDC in connection with
redevelopment and environmental issues for the not to exceed amount of $13,000; and
WHEREAS, on February 1, 2012, all California redevelopment agencies were
dissolved, successor agencies were established as successor agencies to the former
redevelopment agencies pursuant to Health and Safety Code Section 34173, and successor
agencies are tasked with paying, performing, and enforcing the enforceable obligations of the
former redevelopment agencies; and
WHEREAS, on February 26, 2013, the SUCCESSOR AGENCY and the FIRM
entered into the First Amendment to the Agreement to increase the not to exceed amount by
$37,000, for a total not -to -exceed amount of $50,000 for continued legal services; and
WHEREAS, because the Successor Agency has a continuing need for
environmental legal work, the Parties desire to include more specifically in the scope of work,
including environmental remediation and underground storage tanks for Successor Agency -
owned properties, and environmental obligations; and
WHEREAS, the Agreement allows the Successor Agency to determine the scope
of work; and
WHEREAS, this continuing environmental legal work requires an increase to the
not -to -exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of
$130,000; and
WHEREAS, this obligation is listed on the Recognized Obligations Payments
Schedule, and has been approved by the California Department of Finance; and
WHEREAS, this Second Amendment will require approval of the Oversight Board
to the Successor Agency, as well as the California Department of Finance prior to being
effective.
Resolution 2015 — 64
Page Two
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 include more specifically
environmental remediation, and underground storage tanks generally for Successor Agency -
owned properties, and Successor Agency environmental obligations, and to increase the not to
exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of $130,000 for
continuing legal services. Said Second Amendment to the Agreement is on file in the office of
the City Clerk.
PASSED and ADOPTED this 19th day of May, 2015.
Ron Morrison, Chairman
ATTEST:
it
Michael R. Della, City Clerk as
Secretary to the Successor Agency
APPROVED AS TO FORM:
is Ga i u. Silva,
Successor Age cy Coun
Passed and adopted by the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California, on
May 19, 2015 by the following vote, to -wit:
Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman of the Successor Agency to the
Community Development Commission
as the Redevelopment Agency of the
City of National City, California
ti
ity Clerk Serving as Secretary
to the Successor Agency
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2015-64 of the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California,
passed and adopted on May 19, 2015.
City Clerk Serving as Secretary
to the Successor Agency
By:
Deputy
SUCCESSOR AGENCY TO
THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
AGENDA STATEMENT
MEETING DATE: May 19, 2015
C/a oo6.."u
AGENDA ITEM NO.2
ITEM TITLE: Resolution of the Board of the Successor Agency to the Community Development
Commission as the National City Redevelopment Agency authorizing the Mayor to execute a Second
Amendment to the Agreement for legal services with Opper & Varco, LLP, for continued legal work
regarding environmental remediation, underground storage tanks, and environmental work generally
for Successor Agency -owned properties and Successor Agency obligations, and to increase the not to
exceed amount by $80,000, for a total not to exceed amount of $130,000.
PREPARED BY: Claudia Gacitua Silva DEPARTMENT:
PHONE: Ext. 4222 APPROVED BY:
EXPLANATION:
The CDC and Opper & Varco entered into an Agreement on October 3, 2011, for the not to
exceed amount of $13,000 wherein Opper & Varco agreed to assist in representing the CDC in connection
with redevelopment and environmental issues.
On February 26, 2013, the Successor Agency and Opper & Varco entered into the First
Amendment to the Agreement increasing the not -to -exceed amount by $37,000, for a total not to
exceed amount of $50,000 for continuing legal services.
There is a continuing need for assistance to address environmental matters for both Successor
Agency owned property or Successor Agency obligations, thus, the parties desire to enter into a Second
Amendment to the Agreement to increase the not -to -exceed amount by $80,000 for a total Agreement
amount of $130,000.
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:
Finance
MIS
STAFF RECOMMENDATION:
Adopt proposed resolution.
BOARD / COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
1. 2011 Agreement for Legal Services 3. Proposed Second Amendment to the Agreement
2. First Amendment to the Agreement 4. Proposed resolution
AGREEMENT FOR LEGAL SERVICES
BY AND BETWEEN
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
OPPER AND VARCO LLP
THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between
THE COMMUNITY DEVELOPMENT COMMISSION FOR THE CITY OF NATIONAL
CITY (the "CDC") and OPPER AND VARCO, LLP, (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 CDC hereby retains the FIRM to assist in representing the
CDC in connection with environmental obligations and funds owed to the CDC per the
Cooperative Remediation Agreement for the Park Village Project, National City California by
and between the CDC and the Beauchamp Family Trust dated February 6, 2006, subject to this
Agreement.
Article 2. Scope of Services. The CDC 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 related to thecollection of money for obligations that were created in prior
redevelopment and remediation agreements regarding the project and the developer for the Park
Village project which was not completed. It is expected that the FIRM will work with the CDC
Attorney and City staff. The FIRM has been representing the CDC's interests since the inception
of the Cooperative Remediation Agreement, and the parties desire to further formalize the
relationship into writing. This Agreement is necessary so that the CDC can protect and enforce
its interests in the existing Cooperative Remediation Agreement.
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
Paralegal/Legal Assistant: $95 per hour
A. The FIRM shall not use more than one attorney for the same specific task
without the CDC'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 CDC.
1 CDC & Opper & Varco
Legal Services Agreement 10-2011
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 CDC Attorney and the FIRM. The
CDC 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 CDC has appropriated or otherwise duly authorized the payment of an
amount not to exceed $13,000 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 CDC.
D. The FIRM shall keep the CDC advised monthly as to the level of attorney
hours and client services performed under Article 1. The FIRM will not charge the CDC for
travel time; however, the FIRM may charge for work performed for the CDC during any travel
time.
E. The CDC 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 CDC with a statement breaking down the amounts by category of expense. The following
items shall not be reimbursed, unless the CDC 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 CDC will consider reimbursement on a case -by -case basis. The CDC 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 CDC's prior consent. The CDC expects these expenses to be incurred in
emergency situations only. Where case necessity requires the use of these services, the CDC
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
CDC's payment process, the CDC will not pay any late charges or interest charges to bills.
Every effort will be made to pay bills promptly.
F. Bills from the FIRM should be submitted to Claudia G. Silva, CDC
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 CDC in support of bills rendered by the FIRM.
2 CDC & Opper & Varco
Legal Services Agreement 10-2011
G. The FIRM agrees to forward to the CDC a statement of account for each
one -month period of services under this Agreement, and the CDC agrees to compensate the
FIRM on this basis. The FIRM will consult monthly with the CDC 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 CDC does not pay for clerical support, administrative
costs, overhead costs, outside expenses or excessive expenses. For example, the CDC 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 CDC 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 CDC's payment process, the CDC
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 CDC decision, and the CDC'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 CDC 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 CDC 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 CDC 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
3 CDC & Opper & Varco
Legal Services Agreement 10-2011
FIRM without prior written consent of the CDC. 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 CDC. All such
work product shall be confidential and not released to any third party without the prior written
consent of the CDC.
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 CDC 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 CDC 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 CDC 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
CDC or the FIRM shall give to the other written notice. Within ten (10) business days, the
FIRM and the CDC shall each prepare a report which supports their position and file the same
with the other party. The CDC 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 CDC 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 CDC, 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 CDC. At its sole cost and expense, the 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. Commercial general liability insurance with a combined single limit of not
less than one million dollars ($1,000,000).
4 CDC & Opper & Varco
Legal Services Agreement 10-2011
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 CDC 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 CDC 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 CDC; and (3) the policies cannot be cancelled or materially changed except
after thirty (30) days' notice by the insurer to the CDC by certified mail. Before this Agreement
shall take effect, the FIRM shall furnish the CDC 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 CDC's
Drug -Free Workplace requirements. Every person awarded a contract by the CDC for the
provision of services shall certify to the CDC 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 CDC 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 CDC 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 CDC 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
individuals to a professional law corporation; the change in form of any corporate partner or
partners to any individual partners. The CDC shall be promptly notified in writing of any change
in form.
5 CDC & Opper & Varco
Legal Services Agreement 10-2011
Agreement.
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
CDC Attorney
City of National City
1243 National City Boulevard
National City, CA 91950-4301
cc: Chris Zapata, Executive Director
Conununity Development Commission of the 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 CDC and the FIRM.
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 CDC to enforce a particular condition or
provision of this Agreement shall not constitute a waiver of that condition or provision or its
enforceability.
6 CDC & Opper & Varco
Legal Services Agreement 10-2011
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 CDC. This prohibition shall not preclude the CDC 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.
COMMUNITY DEVELOPMENT
COMMISSION
OF THE CITY OF NATIONAL CITY
By:
Chris Zapata, City Manager Richard Opper, Esq.
Opper & Varco LLP
(Corporation — signatures of two corporate officers)
(Partnership — one signature)
(Sole proprietorship — one si
APPROVED AS TO FORM:
By:
Claudia G. Silva
CDC Attorney
Exhibit A
Term: October 2011 through October 2012
Scope: Represent and advise the CDC on matters relating to the collection of money for
obligations that were created in prior redevelopment and remediation agreements
regarding this project and the developer for the "Park Village" project which was not
completed.
Estimated level of effort: I estimate a level of effort of 10 hours per month - that is
predicated on arriving at a negotiated settlement with the Developer within the next four
CDC & Opper & Varco
Legal Services Agreement 10-2011
months. If litigation becomes necessary, the CDC would agree to renegotiate this to an
on -call or "as -needed" contract. (10 x $325/hr. x 4 months = $13,000.)
Total Cost: Flat rate for four month period $13,000, to be adjusted to "as needed"
should litigation be required.
CDC & Opper & Varco
Legal Services Agreement 10-2011
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 CDC. This prohibition shall not preclude the CDC 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.
COMMUNITY DEVELOPMENT
COMMISSION
OF THE CIT OF NATIONAL CITY
By:
C
Opper & Varco LLP
(Corporation — signatures of two corporate officers)
(Partnership — one signature)
(Sole proprietorship — one signature)
B
ity anager Richard Opper, Esq.
APPROVED AS TO FORM:
By:
Exhibit A
Term: October 2011 through October 2012
Scope: Represent and advise the CDC on matters relating to the collection of money for
obligations that were created in prior redevelopment and remediation agreements
regarding this project and the developer for the "Park Village" project which was not
completed.
Estimated level of effort: I estimate a level of effort of 10 hours per month - that is
predicated on arriving at a negotiated settlement with the Developer within the next four
7 CDC & Opper & Varco
Legal Services Agreement 10-2011
months. If litigation becomes necessary, the CDC would agree to renegotiate this to an
on -call or "as -needed" contract. (10 x $325/hr. x 4 months = $13,000.)
Total Cost: Flat rate for four month period $13,000, to be adjusted to "as needed"
should litigation be required.
CDC & Opper & Varco
Legal Services Agreement 10-2011
FIRST AMENDMENT TO AGREEMENT
BY AND BETWEEN
THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
AND
OPPER AND VARCO, LLP
This First Amendment to Agreement is entered into this 26th day of February,
2013, by and between the SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY, a California public entity, ("SUCCESSOR AGENCY"), and OPPER AND
VARCO, LLP, ("FIRM").
RECITALS
A. SUCCESSOR AGENCY and FIRM (the "Parties") entered into an Agreement on
October 3, 2011, ("the Agreement") wherein the FIRM agreed to assist in
representing the CDC in connection with environmental obligations and funds owed to the
CDC per the Cooperative Remediation Agreement for the Park Village Project, National
City California, by and between the CDC and the Beauchamp Family Trust dated February
6, 2006.
B. The SUCCESSOR AGENCY requires continuing legal services related to
representing and advising the SUCCESSOR AGENCY on matters related to the collection
of money for obligations that were created in prior redevelopment and remediation
agreements regarding the project and the developer for the Park Village Project which was
not completed. The Parties desire to amend the Agreement to increase the not -to -
exceed amount of the Agreement by $37,000, for a total not -to -exceed amount of
$50,000.
C. On January 10, 2012, the City Council adopted Resolution No. 2012-15, pursuant
to Part 1.85 of the California Health and Safety Code, electing for the City to serve
as the successor agency to the Community Development Commission of the City
of National City upon the dissolution of the Redevelopment Agency.
D. On February 1, 2012, all California redevelopment agencies were dissolved,
successor agencies were established as successor agencies to the former
redevelopment agencies pursuant to Health and Safety Code Section 34173, and
successor agencies are tasked with paying, performing and enforcing the
enforceable obligations of the former redevelopment agencies.
E. This First Amendment may require the amendment of the Recognized Obligations
Payments Schedule and will require approval of the Oversight Board to the
SUCCESSOR AGENCY as well as the California Department of Finance prior to
being effective.
2 - First Amendment to Agreement
Successor Agency/Opper and Varco, LLP
AGREEMENT
NOW, THEREFORE, the SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY, 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 $37,000, 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.
SUCCESSOR AGENCY TO THE OPPER
COMMUNITY DEVELOPMENT
COMMISSION AS THE NATIONAL
CITY REDEVELOPMENT AGENCY By:
B
Leslie Deese
Executive Director
APP
Bv:
VED AS TO FORM:
udi. acitua Silva
Succe gency Counsel
Richard Opper, Partner
2 First Amendment to Agreement
Successor Agency/Opper and Varco, LLP
SECOND AMENDMENT TO AGREEMENT
BY AND BETWEEN
THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY
AND
OPPER AND VARCO, LLP
This Second Amendment to Agreement is entered into this 19th day of May, 2015, by
and between the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT
COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a California
public entity, ("SUCCESSOR AGENCY"), and OPPER AND VARCO, LLP, ("FIRM").
RECITALS
WHEREAS, COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
NATIONAL CITY ("CDC") and FIRM (the "Parties") entered into an Agreement on October 3,
2011, ("the Agreement") wherein the FIRM agreed to assist in representing the CDC in connection
with redevelopment and environmental issues for the not to exceed amount of $13,000; and
WHEREAS, on February 1, 2012, all California redevelopment agencies were dissolved,
successor agencies were established as successor agencies to the former redevelopment agencies
pursuant to Health and Safety Code Section 34173, and successor agencies are tasked with
paying, performing, and enforcing the enforceable obligations of the former redevelopment
agencies; and
WHEREAS, on February 26, 2013, the SUCCESSOR AGENCY and the FIRM entered
into the First Amendment to the Agreement to increase the not to exceed amount by $37,000, for
a total not -to -exceed amount of $50,000 for continued legal services for non -owned properties;
and
WHEREAS, because the Successor Agency has a continuing need for environmental
legal work, the Parties desire to amend the Agreement to include more specifically in the scope
of work environmental remediation and underground storage tanks for Successor Agency -owned
properties, and existing Successor Agency environmental obligations for non -owned properties;
and
WHEREAS, the Agreement allows the Successor Agency to determine the scope of
work; and
WHEREAS, this continuing environmental legal work requires an increase to the not -to -
exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of $130,000; and
WHEREAS, this obligation is listed on the Recognized Obligations Payments Schedule,
which has been approved by the California Department of Finance; and
WHEREAS, this Second Amendment will require approval of the Oversight Board to the
Successor Agency, as well as the California Department of Finance prior to being effective.
AGREEMENT
NOW, THEREFORE, the SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY, and OPPER AND VARCO, LLP, hereto agree that the Agreement entered into on
October 3, 2011, shall be amended as follows:
A. Article 2 (Scope of Services) shall be amended to add more
specifically environmental remediation, and underground
storage tanks generally for Successor Agency -owned properties
and Successor Agency environmental obligations.
B. Article 3 (Compensation), Section C of the Agreement shall be
amended to increase the not -to -exceed amount by $80,000, for a
total not -to -exceed amount of $130,000.
The parties further agree that with the foregoing exception, each and every term and
provision of the Agreement dated October 3, 2011, and First Amendment dated February 26,
2013, 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.
SUCCESSOR AGENCY TO THE
COMMUNITY DEVELOPMENT
COMMISSION AS THE NATIONAL CITY
REDEVELOPMENT AGENCY
By:
Leslie Deese
Executive Director
APPROVED AS TO FORM:
By:
Claudia Gacitua Silva
Successor Agency Counsel
May 19, 2015
OPPER AND VARCO, LLP
By:
Richard Opper, Partner
2 Second Amendment to Agreement
Successor Agency/Opper and Varco, LLP
RESOLUTION NO. 2015 —
RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY
TO THE COMMUNITY DEVELOPMENT COMMISSION AS
THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING
THE MAYOR TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT
FOR LEGAL SERVICES WITH OPPER & VARCO, LLP, FOR CONTINUED
LEGAL WORK REGARDING ENVIRONMENTAL REMEDIATION,
UNDERGROUND STORAGE TANKS, AND ENVIRONMENTAL WORK
GENERALLY FOR SUCCESSOR AGENCY -OWNED PROPERTIES, AND
SUCCESSOR AGENCY ENVIRONMENTAL OBLIGATIONS, AND TO
INCREASE THE NOT TO EXCEED AMOUNT BY $80,000, FOR
A TOTAL NOT TO EXCEED AMOUNT OF $130,000
WHEREAS, Community Development Commission of the City of National City
("CDC") and Opper & Varco, LLP, entered into an Agreement on October 3, 2011, ("the
Agreement") wherein the Opper & Varco agreed to assist in representing the CDC in connection with
redevelopment and environmental issues for the not to exceed amount of $13,000; and
WHEREAS, on February 1, 2012, all California redevelopment agencies were
dissolved, successor agencies were established as successor agencies to the former
redevelopment agencies pursuant to Health and Safety Code Section 34173, and successor
agencies are tasked with paying, performing, and enforcing the enforceable obligations of the
former redevelopment agencies; and
WHEREAS, on February 26, 2013, the SUCCESSOR AGENCY and the FIRM
entered into the First Amendment to the Agreement to increase the not to exceed amount by
$37,000, for a total not -to -exceed amount of $50,000 for continued legal services; and
WHEREAS, because the Successor Agency has a continuing need for
environmental legal work, the Parties desire to include more specifically in the scope of work,
including environmental remediation and underground storage tanks for Successor Agency -
owned properties, and environmental obligations; and
WHEREAS, the Agreement allows the Successor Agency to determine the scope
of work; and
WHEREAS, this continuing environmental legal work requires an increase to the
not -to -exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of
$130,000; and
WHEREAS, this obligation is listed on the Recognized Obligations Payments
Schedule, and has been approved by the California Department of Finance; and
WHEREAS, this Second Amendment will require approval of the Oversight Board
to the Successor Agency, as well as the California Department of Finance prior to being
effective.
Resolution 2015 —
Page Two
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 include more specifically
environmental remediation, and underground storage tanks generally for Successor Agency -
owned properties, and Successor Agency environmental obligations, and to increase the not to
exceed amount of the Agreement by $80,000, for a total not -to -exceed amount of $130,000 for
continuing legal services. Said Second Amendment to the Agreement is on file in the office of
the City Clerk.
PASSED and ADOPTED this 19th day of May, 2015.
Ron Morrison, Chairman
ATTEST:
Michael R. Dalla, City Clerk as
Secretary to the Successor Agency
APPROVED AS TO FORM:
Claudia Gacitua Silva
Successor Agency Counsel
OPPER
VARCO
LLP
THE ENVIRONMENTAL
LAW GROUP
TRANSMITTAL MEMO
DATE: May 15, 2015
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: Two signed original Second Amendment to Agreement by and
between the Successor Agency to the Community Development Commission as the
National City Redevelopment Agency and Opper and Varco, LLP.
Very)truly yours,
Ja.#iene Kallen
&ssistant to Suzanne R. Varco, Esq.
and Richard G. Opper, Esq.
•'��k'"IkAEII1
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
OPPER & VARCO, LLP
Amendment #2
Legal Services
Dionisia Trejo (Mayor's & City Council's Office) Forwarded
Copy of Amendment to Opper & Varco, LLP