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HomeMy WebLinkAbout2017 CON SA Richard Opper - Legal ServicesAGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND RICHARD G. OPPER, ESQ. THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") entered into this 7th day of February, 2017, is made between THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a public body, corporate and politic, (the "SUCCESSOR AGENCY") and RICHARD G. OPPER, ESQ. (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 perform environmental legal services, subject to this Agreement. Article 2. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by the FIRM under this Agreement. These services may include the following: legal services pertaining to environmental remediation and underground storage tanks for SUCCESSOR AGENCY- owned properties, and environmental obligations of the SUCCESSOR AGENCY. It is expected that the FIRM will work with the SUCCESSOR AGENCY General Counsel and staff. Article 3. Compensation. Compensation paid under this Agreement shall be $325.00 per hour, billed on an hourly basis. A. The SUCCESSOR AGENCY has appropriated or otherwise duly authorized the payment of an amount not to exceed $50,000.00 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 SUCCESSOR AGENCY. The and the FIRM may agree to a lesser amount for individual projects within the Scope of Services. B. The FIRM shall keep the SUCCESSOR AGENCY advised monthly as to the level of attorney hours and client services performed under Article 1. The FIRM will not charge the SUCCESSOR AGENCY for travel time; however, the FIRM may charge for work performed for the CITY during any travel time. C. The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 (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 SUCCESSOR AGENCY will consider reimbursement on a case -by -case basis. The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's prior consent. The SUCCESSOR AGENCY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's payment process, the SUCCESSOR AGENCY will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. D. Bills from the FIRM should be submitted to Office of the 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 SUCCESSOR AGENCY in support of bills rendered by the FIRM. E. The FIRM agrees to forward to the SUCCESOR AGENCY a bill for each one -month period of services under this Agreement, and the SUCCESSOR AGENCY agrees to compensate the FIRM on this basis.. F. 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) should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. 2017 Agreement Environmental Legal Services 2 Successor Agency and Richard Opper, Esq. (3) Appropriate. (a) The SUCCESSOR AGENCY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's payment process, the SUCCESSOR AGENCY will not pay any late charges. Every effort will be made to pay bills promptly. G. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a SUCCESSOR AGENCY decision, and the SUCCESSOR AGENCY's representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. 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. 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 SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY. All such work product shall be confidential and not released to any third party without the prior written consent of the SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY or the FIRM shall give to the other written notice. Within ten (10) business days, the FIRM and the SUCCESSOR AGENCY shall each prepare a report which supports their position and file the same with the other party. The 2017 Agreement Environmental Legal Services 3 Successor Agency and Richard Opper, Esq. SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 by the negligent acts or omissions or willful misconduct 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 SUCCESSOR AGENCY, 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 SUCCESSOR AGENCY. 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. 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. B. Errors and omissions insurance in an amount not less than one million dollars ($1,000,000) per claim. C. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY; and (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the SUCCESSOR AGENCY by certified mail. 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 Drug -Free Workplace requirements of the City of National City. Every person awarded a contract by the SUCCESSOR AGENCY for the provision of services shall certify to the SUCCESSOR AGENCY 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, 2017 Agreement Environmental Legal Services 4 Successor Agency and Richard Opper, Esq. 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 SUCCESSOR AGENCY 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 the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's General Counsel. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY shall be addressed to: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 cc: City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 Notices to the FIRM shall be addressed to: Richard G. Opper, Esq. 3136 Dumas Street San Diego, CA 92106-1310 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. 2017 Agreement Environmental Legal Services 5 Successor Agency and Richard Opper, Esq. 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 the San Diego Superior Court 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY. This prohibition shall not preclude the SUCCESSOR AGENCY 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. Counterparts. This Agreement may be signed in counterparts. I. 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. 2017 Agreement Environmental Legal Services [Signature Page to Follow] 6 Successor Agency and Richard Opper, Esq. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY By: orrison, Chairman APPROVED AS TO FORM: By: / J 67) 57 George H. Eiser, III Interim Successor Agency Counsel RICHARD G. OPPER, ESQ. Richard G. Opper, Esq. 2017 Agreement 7 Successor Agency Environmental Legal Services and Richard Opper, Esq. ctcoa CERTIFICATE OF INSURANCE PRODUCER (800) 339-9122 Mercer Health & Benefits Insurance Services LLC 345 California Street, Suite 1300 San Francisco, CA 94104 Richard G. Opper 3136 Dumas STreet San Diego, CA 92106 COVERAGES ISSUE DATE (MM/DD/YY) 2/10/17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TI IEIR CERTIFICATE HOLDER. TIIIS CERTIFICATE DOLS NOT AMEND, EXTEND OR ALTER 'HIE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE COMPANY LE ITF.R COMPANY LETTER COMPANY LETTER COMPANY I.IUTTER A Arch Insurance Company B C D COMPANY LETTER E T•I•IIS IS TO CERTIFY TI IAT POLICIES OF INSURANCE LISTED BELOW I LAVE; BEEN ISSUED'TO THE INSURED NAMED ABOVE FOR '11IE POLICY PERIOD INDICATED, NOTWITIISTAN )ING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT' OR O•fIIER DOCUMENT WITII RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED I3Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS. AND CONDITIONS OF SUCH POLICE ES, co LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMNINYYI POLICY EXPIRATION DATE: IF/M/DDNY) LIMITS GENERAL LIABILITY Y GENERAL. AGGREGATE COMMERCIAL. GENERAL LIABILITY PROOU('TS-COMP )PSAGGREGATE CLAIMS MADE OCCURRENCE PERSONAL. R ADVERTISING INJURY OWNER'S & CONTRACTORS PRO-I'ECnvl LACII OCCURF-NCE'. FIRE DAMAGE ZANY OIL• EIRI:) AII:DICAI. EXPENSE I ANY ONE PERSON) AliIONIOBILE LIABILITY ANY AUTO CSL ALI. OWNED AUTOS BODILY INJURY (PER PERSON) S SCHFDULFD AUTOS I TIRED AUTOS BODILY INJURY (PER ACCIDFNII S NON-OWNL:DAUTOS GARAGL LIAI3ILII Y PROPERTY DAMAGE EXCESS UAW tin' EACU OCCURRENCE S AGGRE GATE S OTHER TITAN UMBRELLA FORM WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY S•I ATUI'ORY S IEACIIA('CIDENT) S IDISEASE-POLICY LIAIITI S IDISEASL•-EACII EMPLOYEE) A Lawyers Professional Liability Insurance I ILPLI0620000 1/1/2017 1/1/2018 sec limits below DESCRIPTION OF OPERATIONS/LOCATIONS; VEHICLES/RESTRICTIONS/SPECIAL ITEMS - Limits $ i mill each claim/$1 mill aggregate S5,000 r claim deductible (. I:I: I I! It \ J 1 I Ic II 17I It City of National City c/o George Eiser, Esq City Attorney 1243 National City Blvd. National City, CA 91950 - 4301 \C'ttl(I)2•-SII1'S5I \NtI. L\I1(1\ SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE TIU EXPIRATION DATE THEREOF. 711E ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO TIIF. CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO M ,I SUCH NOTICE SHALL IMPOSE NO OISLIGATION OR LIABILITY OF ANY KIND UPON T, J 1 MPANY:ITS AGENTS OR REPRFSENr ES 1 • AUTI IORIZED REPRESENTATIVE Mercer Flealth & Benefits Insurance Services LLC III: \(I )III) :. 111:1't )R\ 11! )\ I'%X: RESOLUTION NO. 2017 — 85 RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN TO EXECUTE A LEGAL SERVICES AGREEMENT IN THE TOTAL NOT TO EXCEED $50,000 BETWEEN THE SUCCESSOR AGENCY AND RICHARD G. OPPER, ESQ. WHEREAS, the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") seeks to retain a law firm to provide environmental legal services; and WHEREAS, it has been determined that the law firm of Richard Opper, Esq., is qualified and experienced law firm, is qualified by experience and ability to perform the legal services desired by the Successor Agency, and is willing to perform such services for the not to exceed amount of $50,000. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Community Development Commission as the National City Redevelopment Agency hereby authorizes the Chairman to execute an Agreement for Legal Services between the Successor Agency and the law firm of Richard G. Opper, Esq., for the not to exceed amount of $50,000 to provide environmental legal services. Said Agreement for Legal Services is on file in the office of the City Clerk. PASSED and ADOPTED this 7th day of February, Morrison, Chairman ATTEST: a Michael R. Dalla, CT Clerk as Secretary to the Successor Agency APPROVED AS TO FORM: George H. Eiser, III Interim Successor Agency Counsel Passed and adopted by the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, on February 7, 2017 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 ency of the City of National City, lifornia N City Clerk Servi as Secretary to the Successor Agency By: Deputy HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-85 of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, passed and adopted on February 7, 2017. City Clerk Serving as Secretary to the Successor Agency By Deputy MEETING DATE: THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AGENDA STATEMENT February 7, 2017 CQ0 -G AGENDA ITEM NO. 3 ITEM TITLE: Resolution of the Board of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") authorizing the Chairman to execute an Agreement for Legal Services between the Successor Agency and Richard G. Opper, for legal services in a not -to -exceed amount of $50,000. PREPARED BY: George Eiser PHONE: (619) 336-4222 EXPLANATION: On May 19, 2015, the Successor Agency approved the second amendment to its existing agreement with the law firm of Opper & Varco, LLP, to increase the not -to -exceed payment amount to $130,000 in exchange for the provision of legal services related to environmental remediation, underground storage tanks, and other environmental obligations of the Successor Agency. At the end of calendar year 2016, Richard Opper, who had performed the majority of the law firm's legal services for the Successor Agency, left Opper & Varco in order to enter solo practice. The requirement for these legal services remains, however, and Richard G. Opper has agreed to individually represent and advise the Successor Agency regarding these matters. The agreement is proposed to be for an indefinite period, terminable by either party upon 60 days' notice, and for an amount not to exceed $50,000. The Agreement will require the approval of the Oversight Board and the California Department of Finance prior to becoming effective. Richard Opper will take the place of Opper & Varco as the authorized payee for Item 146 on the current Recognized Obligation Payment Schedule (ROPS 16-17) and in the ROPS 17-18 that was approved by the Successor Agency on January 17, 2017 and the Oversight Board on January 18, 2017. The not -to -exceed amount of $50,000 is consistent with the amounts shown on the ROPS for Item 146. DEPARTMENT: Successor Agency Counsel APPROVED BY: Zi/ 1 FINANCIAL STATEMENT: APPROVED: �U/� w ACCOUNT NO. ROPS Item 146 APPROVED: MIS ENVIRONMENTAL REVIEW: Pursuant to Title 15 of the California Code of Regulations, Section 15378(b)(4), this item is not subject to the California Environmental Quality Act review because the recommended approvals are not considered a project and are governmental funding mechanisms and fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant environmental impact. ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance STAFF RECOMMENDATION: Adopt the resolution and submit the Agreement with Richard G. Opper to the Oversight Board for approval and subsequent submittal to the State. BOARD / COMMISSION RECOMMENDATION: Not Applicable. ATTACHMENTS: 1. Agreement with Richard G. Opper for Legal Services 2. Resolution AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AND RICHARD G. OPPER, ESQ. THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") entered into this 7th day of February, 2017, is made between THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY, a public body, corporate and politic, (the "SUCCESSOR AGENCY") and RICHARD G. OPPER, ESQ. (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 perform environmental legal services, subject to this Agreement. Article 2. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by the FIRM under this Agreement. These services may include the following: legal services pertaining to environmental remediation and underground storage tanks for SUCCESSOR AGENCY- owned properties, and environmental obligations of the SUCCESSOR AGENCY. It is expected that the FIRM will work with the SUCCESSOR AGENCY General Counsel and staff. Article 3. Compensation. Compensation paid under this Agreement shall be $325.00 per hour, billed on an hourly basis. A. The SUCCESSOR AGENCY has appropriated or otherwise duly authorized the payment of an amount not to exceed $50,000.00 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 SUCCESSOR AGENCY. The and the FIRM may agree to a lesser amount for individual projects within the Scope of Services. B. The FIRM shall keep the SUCCESSOR AGENCY advised monthly as to the level of attorney hours and client services performed under Article 1. The FIRM will not charge the SUCCESSOR AGENCY for travel time; however, the FIRM may charge for work performed for the CITY during any travel time. C. The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 (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 SUCCESSOR AGENCY will consider reimbursement on a case -by -case basis. The SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's prior consent. The SUCCESSOR AGENCY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's payment process, the SUCCESSOR AGENCY will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. D. Bills from the FIRM should be submitted to Office of the 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 SUCCESSOR AGENCY in support of bills rendered by the FIRM. E. The FIRM agrees to forward to the SUCCESOR AGENCY a bill for each one -month period of services under this Agreement, and the SUCCESSOR AGENCY agrees to compensate the FIRM on this basis.. F. 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) should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. 2017 Agreement 2 Successor Agency Environmental Legal Services and Richard Opper, Esq. (3) Appropriate. (a) The SUCCESSOR AGENCY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's payment process, the SUCCESSOR AGENCY will not pay any late charges. Every effort will be made to pay bills promptly. G. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a SUCCESSOR AGENCY decision, and the SUCCESSOR AGENCY's representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. 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. 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 SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY. All such work product shall be confidential and not released to any third party without the prior written consent of the SUCCESSOR AGENCY. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY or the FIRM shall give to the other written notice. Within ten (10) business days, the FIRM and the SUCCESSOR AGENCY shall each prepare a report which supports their position and file the same with the other party. The 2017 Agreement Environmental Legal Services 3 Successor Agency and Richard Opper, Esq. SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 by the negligent acts or omissions or willful misconduct 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 SUCCESSOR AGENCY, 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 SUCCESSOR AGENCY. 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. 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. B. Errors and omissions insurance in an amount not less than one million dollars ($1,000,000) per claim. C. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY; and (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the SUCCESSOR AGENCY by certified mail. 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 Drug -Free Workplace requirements of the City of National City. Every person awarded a contract by the SUCCESSOR AGENCY for the provision of services shall certify to the SUCCESSOR AGENCY 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, 2017 Agreement 4 Successor Agency Environmental Legal Services and Richard Opper, Esq. 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 SUCCESSOR AGENCY 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 the SUCCESSOR AGENCY 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 SUCCESSOR AGENCY's General Counsel. 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY shall be addressed to: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 cc: City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 Notices to the FIRM shall be addressed to: Richard G. Opper, Esq. 3136 Dumas Street San Diego, CA 92106-1310 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. 2017 Agreement 5 Successor Agency Environmental Legal Services and Richard Opper, Esq. 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 the San Diego Superior Court 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY 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 SUCCESSOR AGENCY. This prohibition shall not preclude the SUCCESSOR AGENCY 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. Counterparts. This Agreement may be signed in counterparts. I. 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. [Signature Page to Follow] 2017 Agreement 6 Successor Agency Environmental Legal Services and Richard Opper, Esq. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY By: Ron Morrison, Chairman APPROVED AS TO FORM: By: George H. Eiser, III Interim Successor Agency Counsel 2017 Agreement Environmental Legal Services 7 RICHARD G. OPPER, ESQ. By: Richard G. Opper, Esq. Successor Agency and Richard Opper, Esq. RESOLUTION NO. 2017 — RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN TO EXECUTE A LEGAL SERVICES AGREEMENT IN THE TOTAL NOT TO EXCEED $50,000 BETWEEN THE SUCCESSOR AGENCY AND RICHARD G. OPPER, ESQ. WHEREAS, the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") seeks to retain a law firm to provide environmental legal services; and WHEREAS, it has been determined that the law firm of Richard Opper, Esq., is qualified and experienced law firm, is qualified by experience and ability to perform the legal services desired by the Successor Agency, and is willing to perform such services for the not to exceed amount of $50,000. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Community Development Commission as the National City Redevelopment Agency hereby authorizes the Chairman to execute an Agreement for Legal Services between the Successor Agency and the law firm of Richard G. Opper, Esq., for the not to exceed amount of $50,000 to provide environmental legal services. Said Agreement for Legal Services is on file in the office of the City Clerk. PASSED and ADOPTED this 7th day of February, 2017. Ron Morrison, Chairman ATTEST: Michael R. Dalla, City Clerk as Secretary to the Successor Agency APPROVED AS TO FORM: George H. Eiser, III Interim Successor Agency Counsel CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk February 21, 2017 Mr. Richard Opper 3136 Dumas Street San Diego, CA 92106-1310 Dear Mr. Opper, On February 7th, 2017, Resolution No. 2017-85 was passed and adopted by the Successor Agency to the Community Development Commission as the National City Redevelopment Agency, authorizing execution of an Agreement with Richard G. Opper, Esq. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, .a Michael R. Dalla, CMC City Clerk Enclosures