HomeMy WebLinkAboutContracts & Agreements_189a-2011_CCv0001.pdf AGREEMENT FOR SPECIAL COUNSEL LEGAL AND INVESTIGATIVE SERVICES
BETWEEN THE CITY OF REDLANDS AND
BEST BEST&KRIEGER LLP
1. PARTIES AND DATE.
This Agreement is made and entered into as of the 15th day of December, 2011, by and
between the City of Redlands("City") and Best Best & Krieger LLP, a limited liability partnership
engaged in the practice of law("BB&K").
2. RECITALS.
2.1 City presently engages the services of BB&K as its special counsel to perform certain
as-requested legal services for City.
2.2 City wishes to engage BB&K to perform certain additional services related to
personnel investigations.
2.3 City wishes to reaffirm, by this Agreement, the scope of City's engagement of
BB&K's services and the rates at which BB&K shall perform such services for City, on the terms set
forth below.
3. TERMS.
3.1 Igrm. The term of this Agreement shall commence on December 15,2011 and shall
continue in full force and effect unless terminated in accordance with Section 3.12 of this
Agreement.
3.2 Scope of Services. BB&K shall provide special counsel and investigative services
related to certain personnel issues {'Services") as may be requested from time to time by City. As
part of the Services to be performed hereunder,BB&K shall be responsible for the following;
3.2.1 Provide investigative services relating to certain personnel issues including
the interviewing of witnesses and review of documentation and provide analysis and services related
to said investigation(s);
3.2.2 Preparation for and attendance at meetings of the City Council or agency
Board of Directors, as requested by the City Council and/or the City Manager; and/or the City
Attorney;
3.2.3 Provide legal counsel at such other meetings, as requested, by the City
Council and/or the City Manager and/or the City.attorney;
3.2.4 Preparation or review of staff reports, orders, agreements, forms, notices,
declarations and other documents as requested by the City Council, and/or the City Manager ,
and/or the City Attorney;
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3.2.5 Research and interpret laws, court decisions and other legal authorities in
order to prepare legal opinions to advise the City Council and management staff on legal matters,as
requested by the City Council,and/or the City Manager,and/or the City Attorney;
3.3 IndetnnitT. BB&K shall defend, indemnify and hold harmless City, and its elected
and appointed officials,officers and employees from and against any and all losses,claims,liabilities,
expenses,or demands arising out of any negligent act or omission of BB&K in connection with the
performance of Services pursuant to this Agreement
3.4 Time f Perfonnaugg. The Services of BB&K shall be performed expeditiously in
the time frames and as requested by the City Council, and/or the City Manager, and/or the City
Attorney.
3.5 Busingss Li ensc: BB&K shall apply for and/or possess a valid City, of Redlands
business license during the term of this Agreement
3.6 Assistwce. City agrees to provide all information and documents necessary for the
attorneys at BB&K to perform its obligations under this Agreement
3.7 Review of,Compensation. BB&K,or City may initiate consideration of a rate
increase or decrease. Such a rate increase or decrease may be approved or denied by City or BB&K,
respectively, in their sole and absolute discretion. BB&K and City will use reasonable efforts to
conduct a review of BB&K's performance and rates annually during the month of June.
3.$ independent Contract . BB&K shall perform all legal Services requested pursuant
to this Agreement as independent contractor of City and shall remain,at all times as to City,a wholly
independent contractor with only such obligations as are required under this Agreement. Neither
City, nor any of its employees, shall have any control over the manner, mode or means by which
BB&K, its agents or employees, render the legal Services contemplated under this Agreement,
except as otherwise set forth. City shall have no voice in the selection, discharge, supervision or
control of BB&K's employees, representatives or agents, or in fixing their number, compensation,
or hours of service.
3.9 Services and Compensadon. City shall pay for such services based on the following
rates, or as they are adjusted from time to time by mutual consent,and pursuant to BB&K's Billing
Policies attached hereto.
3.9.1 Special Legal Services. For performance of the Services set forth above,City
shall pay BB&K the hourly billing rate of Two hundred fifty Dollars ($250) for Services performed
by partners; Two Hundred and Twenty-Five Dollars ($225) for Services performed by those
attorneys classified by BB&K as "Associates," Two Hundred Dollars ($200) for Services performed
by those attorneys classified by BB&K as "Associate 2,"One hundred and Fifty Dollars ($150) for
Services performed by all paralegals and law clerks and One Hundred and Sixty Five Dollars ($165)
for those non-attorney employees of BB&K who perform specialized investigative services pursuant
to this Agreement.
3.9.2 Keirnbunable Services. Legal services provided to City for which City
receives reimbursement (i.e. from a developer or other third party) shall be billed at BB&K's then
current published standard private client rates,minus ten percent(100/0).
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3.9.3 Reimbursement. City shall reimburse BB&K for reasonable and necessary
expenses incurred by it in the performance of the Services on behalf of City. Authorized
reimbursable expenses shall include, but are not limited to,printing and copying expenses, mileage
expenses at the rate allowed by the Internal Revenue Service, long distance telephone and facsimile
tolls, court fees, computerized research time (e.g. Lexis or Westlaw), extraordinary mail or delivery
costs (e.g. courier, overnight and express delivery) and similar costs relating to the Services that are
generally chargeable to a client.
3.9.4 B1,_,_g� . BB&K shall submit monthly to City a detailed statement of account
for Services. City shall review BB&K's monthly statements and pay BB&K for Services rendered
and costs incurred, as provided for in this Agreement, on a monthly basis. Time is accrued on an
incremental basis for such matters as telephone calls (minimum .3 hour) and letters (minimum .5
hour),and on an actual basis for all other work.
3.20 Re n,gf Files. BB&K understands and agrees that all files maintained by BB&K
shall,upon the request of the City Council and/or City Manager and/or City Attorney, be returned
to City,at no cost to City.
3.11 Insurance. BB&K carries errors and omissions insurance with Lloyd's of London.
After a standard deductible, this insurance provides coverage beyond what is requited by the State of
California.
3.12 Termination of Agreement and Legal Services. This Agreement and the Services to
be rendered under it may be terminated at any time upon ten (10) days prior written notice from
either patty, with or without cause. In the event of such termination, BB&K shall be paid for all
Services authorized by City and performed up through and including the effective date of
termination.
3.13 Entire Agteement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements.
3.14 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in San Bernardino.
3.15 Amendme • Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both parties.
3.16 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a party shall give the other party any contractual rights by
custom,estoppel,or otherwise.
3.17 Invalidi • Severa ili. . If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue ii full force and effect.
3.18 Counterparts. Thus Agreement may be signed in counterparts, each of which shall
constitute an original.
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3.19 . All notices pemutted or required under this Agreement skid be
given to the respective parties at the following address, or at such other address as the respective
parties may provide in writing for this purpose:
City:
Daniel J.McHugh,City Attorney
City of Redlands
35 Cajon Street,Suite 200
Redlands,CA 92373-1505
Best Best&Krieger LLP:
Howard B.Golds,Partner
Best Best&Krieger LLP
3750 University Ave.,
Riverside,CA 92502
Such notices shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail,first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred,regardless of the method of service.
IN WITNESS WHEREOF, City and BB&K have executed this Agreement as of the date
first written above.
CITY OF REDLANDS
By. VIA
Pete Aguilar,Mayor
BEST BEST&MEGER LLP
By:
Howard B. Golds,Partner
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