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HomeMy WebLinkAboutResolution 2013-111 N.C.S. 7/15/2013 Resolution No. 2013-111 N.C.S. of the City of Petaluma, California APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR SERVICES WITH MEYERS, NAVE, RIBACK, SILVER AND WILSON, AND ALL RELATED DOCUMENTS WFIEREAS, since 2001, the City of Petaluma has contracted with the law firm Meyers, Nave, Riback, Silver and Wilson (Meyers Nave) for the full range of legal services; and, WHEREAS, a City Council Committee was formed to evaluate City Attorney services for the City of Petaluma; and, WHEREAS, based on the recommendations of that Committee, the-City Council voted unanimously on June 3, 2013, to establish an in-house Office of the City Attorney, and to enter into an At-Will Agreement for Employment with the City Attorney; and, WFIEREAS, it is anticipated that it will require approximately four months to complete the full transition from contracted legal services to those provided in-house; and, WHEREAS, the City will require ongoing legal services from Meyers Nave during this transition period; and, WHEREAS, Meyers Nave is willing to provide those services for the period froni July 16, 2013 through October 3, 2013, pursuant to a new legal services agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby approves the Agreement for Legal Services attached as Exhibit.A and incorporated herein by reference. BE IT FURTHER RESOLVED that the City Council of the City of Petaluma hereby authorizes the Mayor to execute said Agreement and all related documents. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a Regular meeting on the 15'1'day of July_ 2013. form: by the following vote: Attorney AYES: Vice Mayor Albertson, Barrett.Mayor Glass, Harris. Healy, Kearney, Miller NOES: None ABSENT: None ABSTAIN: None e , ATTEST: City Clerk Mayor Resolution No. 2013-Ill N.C.S. Page 1 EXHIBIT A LEGAL SERVICES CONTRACT 1. Scope of Engagement. Meyers, Nave, Riback, Silver & Wilson (hereafter "we" or "Meyers Nave") will provide the legal services reasonably required, and solely as requested by the City Attorney, City Manager or City Council to represent and advise the City of Petaluma (hereafter "you" or "City of Petaluma") in connection with interim assistant city attorney, successor agency, special (i.e. enterprise fund, mobile home rent control, labor and employment, environmental and telecommunications), land use cost recovery and litigation services. The term of this agreement shall commence on July 16, 2013 and shall terminate on October 31, • 2013 unless extended by amendment to this agreement. 2. Fees and Personnel. As compensation for our services, our fees will be based on our current standard billing rate for the personnel performing particular services under this agreement at the time such services are rendered. Our standard billing rates, by type of service, for attorneys and paralegals are attached as Attachment 1. Steven Mattas will be the Principal in charge of representing your interests. Kevin Gilbert will have primary responsibility for the litigation. If other attorneys and/or paralegals are assigned to work on your matter, the then current hourly rates of those individuals will be utilized. This agreement retains the legal services of our law firm and not of a particular attorney. 3. Disbursements and Expenses. In addition to hourly fees, we may incur out-of-pocket expenses related to your representation. Our Statement of Fee and Billing Information, which sets forth the details of our disbursement and expense policy, is attached as Attachment 2. 4. Billing and Payment Responsibilities. We will send monthly statements which are due within 30 days of receipt. Ifyou have any questions about an invoice, please promptly telephone or write me so that we may discuss these matters. Our Statement of Fee and Billing Information sets forth the details of our fee and billing policy. 5. Termination of Services. The City of Petaluma may terminate our services at any time by written notice. After receiving such notice, we will cease providing services. We will cooperate with you in the orderly transfer of all related files and records to your new counsel. We may terminate•our services at any time with your consent or for good cause. Good cause exists if (a) any statement is not paid within 60 days of its date; (b) you fail to meet any other obligation under this agreement and continue in that failure for 15 days after we send written notice to you; or (c) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If we terminate our services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by you or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. Resolution No. 2013-111 N.C.S. Page 2 6. Insurance. During the term of this engagement, this Meyers Nave shall take out and maintain general liability and property damage insurance in amounts not less than $1,000,000; professional errors and omissions insurance, in amounts not less than $2,000,000 per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to you. 7. No Guarantee of Outcome. Any comments made by us about the potential outcome of this matter are expressions of opinion only and are not guarantees or promises about any outcome or results. 8. Dispute Resolution. In the event that City of Petaluma becomes dissatisfied with any aspect of our relationship, we encourage the City of Petaluma to bring such concerns to our attention immediately. If we are unable to resolve any dispute, either arising out of or in connection with this Agreement or relating to die services performed by our firm or any of its attorneys, to our mutual satisfaction, our firm will first comply with any mandatory dispute resolution procedures that may apply to any such dispute. If we are unable to resolve any dispute, and after mandatory dispute resolution procedures have been waived or exhausted, the parties shall submit such dispute to final and binding arbitration in Sonoma County, California before the American Arbitration Association, pursuant to itsthen prevailing rules, unless the parties agree in writing to a different arbitration method or forum. By signing this agreement, you acknowledge and agree that you have read and understand this arbitration provision. You understand that by agreeing to arbitration we each give up the right to present our claims or defenses for trial by a judge or jury, and we also give up the right to an appeal. The initial resort to the courts by either party shall not be considered a waiver of that party's right to compel binding arbitration under this provision. This agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 9. Entire Agreement; Full Understanding; Modifications in Writing. This letter contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing. 10. Joint Representation. Our firm maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors under the applicable provisions of the tax laws and not employees of the firm, it is necessary that you consent to dual representation by die firm and the specialist in the event the matter which you have engaged us to handle requires the use of that specialist. This arrangement has no effect whatsoever on the cost of your legal services, rather it is an ethical requirement that we disc lose this fact and that you consent. You are consenting by signing this letter. 11. Conflicts. Our firm represents many public agencies in California, Nevada and Arizona. Since 1986, we have represented over seven hundred public clients, including numerous cities, redevelopment agencies, special districts, counties and other public entities, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects from other Resolution No.2013-I l 1 N.C.S. Page 3 clients having different governmental or political objectives, beliefs or views from the City of Petaluma. Meyers Nave performs a variety of professional services for its public sector clients and it is possible that we will represent public agency clients which are adverse to the City of Petaluma on other matters. To avoid potential problems, you agree that you expressly waive any actual or potential conflicts that might arise from such representation, that you will not attempt to disqualify Meyers Nave on such matters, and that our firm is free to represent its clients on such matters. By signing this letter and returning it to us, you acknowledge that we have discussed these matters and you confirm that the City of Petaluma does not object to our representation of clients on matters where their legal, governmental or political objectives and/or positions may be different from or adverse to those of the City of Petaluma, and that the City of Petaluma waives any conflict of interests with respect to our representation of such clients with differing legal, governmental or political interests. You further confirm that the City of Petaluma will not assert any conflict of interest concerning such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity. While you would certainly be free to terminate our relationship, you agree that this firm nonetheless would be free to represent such clients even on those matters which you consider adverse, and that you waive any conflict of interest in connection therewith. These acknowledgments do not permit our firm to represent another client in opposing the specific projects for which you engage us without your specific written consent. You may wish, and we encourage you, to consult legal counsel regarding the effect of this conflict waiver. • DATED: Steven Mattas Chair, Municipal and Special District Law Meyers Nave DATED: David Glass Mayor City of Petaluma c: Billing Department Conflicts Department Enclosures: Attachments 1 and 2 Client copy of Engagement Letter 2101670.1 Resolution No.201311 I N.C.S. Page 4 ATTACHMENT 1 MEYERS, NAVE, RIBACK, SILVER & WILSON RATE SHEET Assistant City Attorney Services $1 90/hour Special Services and Litigation Principals $260/hour Senior Associates/Of Counsel $220/hour Junior Associates $200/hour Land Use Cost.Recovery $270/hour Paralegals $125/hour Special services includes legal services related to enterprise fund, mobile home rent control, labor and employment, environmental and telecommunications 210t 697.1 Resolution No. Z013-111 N.C.S. Page 5 ATTACHMENT 2 METERS, NAVE, RIBACK, SILVER & WILSON STATEMENT OF FEE AND BILLING INFORMATION The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached. Professional Fees. Our fees for professional services are based on the fair value of the services rendered. To help us determine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates which are based on years of experience, specialization, training and level of professional attainment. We adjust our rates periodically (usually at the beginning of each year) to take into account inflation and the increased experience of our professional personnel. To keep professional fees at a minimum,legal work that does not require more experienced attorneys will be performed,where feasible, by attorneys with lower billing rates. Of course, the quality of the work is paramount,and we do not sacrifice quality to economy. Before undertaking a particular assignment, we will, if requested, provide you with a fee estimate to the extent possible. Estimates are not possible for some matters, however, and cannot be relied on in many others because the scope of our work will not be clear at the outset. When a fee estimate is given, it is only an estimate;it is not a maximum or minimum fee quotation. The actual fee may be more or less than the quoted estimate. Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement, invoices will be sent monthly. Invoices for outside services exceeding $100 may be billed separately. Occasionally, however, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. Our invoices contain a brief narrative description of the work performed; if requested, the initials of the attorney who performed the work will appear on the statement. The invoice will include a line item reflecting in-house administrative costs. The firm's in-house administrative costs include duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. The firm will be reimbursed for all outside services incurred in the course of providing legal services to our chent(s). Outside services will include, but are not limited to, all third-party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. If you have any questions regarding an invoice, the Finance Director or Executive_Director is available to answer your questions. For any unresolved matters, the Bar Association has an arbitration mechanism that tan be used to resolve such matters. Late Payments. Statements for services are payable upon presentation and, in all events, within thirty (30) days after receipt. Occasionally a client has difficulty in making timely payments. To avoid burdening those clients who pay their statements promptly with the added costs we incur as a result of late payments, a late charge will be assessed on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we are required to institute legal proceedings to collect fees and costs, the prevailing party will be entitled to reasonable attorneys' fees and other costs of collection. Resolution No.2013-111 N.C.S. Page 6