HomeMy WebLinkAboutContracts & Agreements_1-13 SA_CCv0001.pdf AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES
BETWEEN THE SUCCESSOR AGENCY TO THE FORMER
REDEVELOPMENT AGENCY OF THE CITY OF RED DS AND
BEST BEST & KRIEGER LLP
1. PARTIES AND DATE.
This Agreement is made and entered into as of the 2" day of July,2013,by and between the
Successor Agency to the Fortner Redevelopment Agency of the City of Redlands (the "Successor
I -
Agency")and Best Best& Krieger LLP, A limited liability partnership engaged in the practice of law
2. RECITALS.
.1.1
4. Successor Agency presently engages the services of BB&K as its special counsel to
perform certain as-requested legal services for Successor Agency,
22 Successor Agency wishes to reaffirm, by this Agreement, the scope of Successor
Agency'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 Term. The term of this Agreement shall commence on July 2, 2013 and shall
continue in full force and effect unless terminated in accordance with Section 3.12 of this
Agreement.
3,2 Scone of Services. BB&K shall see as special counsel and shall perform certain
legal services C'Services") as may be requested from time to time by Successor Agency as set forth
by this Agreement, unless otherwise agreed to in writing by Successor Agency and BB&_K. As part
of the Services to be performed hereunder,BB&K shall be responsible for the following
3.2.1 Preparation for and attendance at meetings of the Successor Agency Board
of Directors,as requested by the Successor Agency Board and/or the City Manager-,and/or the City
Attorney;
3,2.2 Provide legal counsel at such other meetings, as requested, by the Successor
Agency Board of Directors and/or the City Manager and/or the City, Attorney;
3.2.3 preparation, or review of staff reports, orders,
, agreements, forms, notices,
declarations and other documents as requested by the Successor Agency Board of Directors,and/or.
the;City Manager,and/or the City Attorney`:
3.2.4 Render to the Successor Agency legal advice, work, and opinions on legal
matters pertaining to or affecting Successor Agencv,including new legislation and court decisions,as
requested by the Successor Agency Board of Directors, and/or the City, Manager, and/or the City
Attorney;
042-19 H WJ\&A58W).I
3.2.5 Research and interpret laws, court decisions and other legal authorities in
order to prepare legal opinions to advise the Successor Agency Board of Directors and management
staff on legal matters, as requested by the Successor Agency Board of Directors, and/or the City
Manager,and/or the City Attorney;
3.2.6 Respond to inquiries and review for legal sufficiency ordinances, resolutions,
contracts pertaining to public contracting and construction, as requested by the Successor Agency
Board of Directors,and/or the City Manager,and/or the City Attorney.,
3.2.7 Representation and assistance on litigation matters as requested by the
Successor Agency Board of Directors, and/or the City Manager, and'/or the Cin, Attorney. Such
services shall include, but shall not be limited to, the preparation for and making of appearances,
ng
including preparing pleadings and petitions, making oral presentations,and preparing answers, briefs
or other documents on behalf of Successor Agency and any officer or employee of Successor
Agency, in all federal and state courts of this State, and before any governmental council or
commission, including re'Viewing, defending or assisting any insurer of Successor Agency or its
agents or attorneys with respect to any lawsuit filed against Successor Agency or any officer or
employee thereof, for money or damages.
13 indgirtnity. BB&K shall defend, indemrhfy and hold harmless Successor Agency,
and its elected and appointed officials, officers and employees from and against any and an 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,
3A Timf_Performance. TheSetv-ices of BB&K shall be performed expeditiously in
the time frames- and as requested by the Successor Agency Board of Directors, and/or the City
Manager,and/or the City Attorney,
3.5 Business License: BB&K shall apply for and/or possess a valid City of Redlands
business license during the term of this Agreement
3.6 As_sistance, Successor Agency agrees to provide all information and documents
necessary for the attorneys at BB&K to perform its obligations under this Agreement.
17 Review of Co pensaticrn, BB&K or Successor Agency may initiate consideration of
a rate increase or decrease. Such a rate increase or decrease may be approved or denied by Successor
Agency or BB&K, respectively, in their sole and absolute discretion. BB&K and Successor Agency
will use reasonable efforts to conduct a review of BB&K's performance and rates annually during
the month of June.
3.8 Independent f ontract r. BB&K shall perform all Services requested pursuant to
this Agreement as independent contractor of Successor Agency and shall remain, at all times as to
Successor Agency,a wholly independent contractor with only such obkgAtionsas are required under
m
this Agreeent. Neither Successor Agency, 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 Services
contemplated under this Agreement, except as otherwise set forth, Successor Agency 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.
2
P'9'4210h S9\891458K I
3.9 Services atidC �ensanon. Successor Agency 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 For performance of the Services set forth above, City
shall pay BB&K the hourly billing rate of., Two Hundred Sixty-Five Dollars ($265) for Se '
nrices
performed by Partners-, Two Hundred Forty-Five Dollars ($245) for Senrices performed by those
attorneys classified by BB&K as "Associates," and One Hundred Fifty Dollars ($150) for Services
performed by all paralegals and law clerks. In addition, Successor Agency specifically agrees that
certain senior partners who provide limited assistance to Successor Agency may bill at an hourly rate
of Two Hundred Nineq, Five Dollars ($295)0
3.9.2 Re-juib—ursable Sery�ice�, Legal senices provided to Successor Agency for
which Successor Agency receives reimbursement (I,c- from a developer or other third party) shall be
billed at BB&K's then current published standard private client rates, minus ten percent(101,16).
3.9.3 Reimbursement, I reimburse BB&K for reasonable
Successor Agency shah
and necessary expenses incurred by it in the performprice of the Services on behalf of Cits,
Authorized reimbursable expenses shall include, but are not litnited to, printing and copy, 'g
expenses, mileage expenses at the rate allowed by the Internal Revenue Service, long distance
telephone and facsimile tolls, court fees, computerized research time (e,& Lexis or WestfaxVl,
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 Mag. BB&K shall submit monthly to Successor Agency a detailed
statement of account for Services, Successor Agency shall review BB&K's monthly statements and
pay 1313&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.
3.10 Re tum of Files. BB&K understands and agrees that all files maintained by BB&K
shall, upon the request of the Successor Agency Board of Directors and/or City Manager andylor
City Attorney,be returned to City,at no cost to Cilia.
3,11 Insurance. BB&K carries errors and orrussions insurance with Lloyd's of London,
_
After-a standard deductible, this insurance provides coverage beyond whqt is required by the State of
California.
3.12 This Agreement and the Services to
be rendered under it may lac terminated at any time upon ten f10) clays prior written notice from
either party, with or without cause, III the event of such ter rulination, BB&K shall be paid for all
Services autho M'Ied by Successor Agency and performed up through and including the effective date
of terttu'riation.
3.13 entire agree oast. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof. and supersedes all prior negotiations, understandings or
agreements.
114 voverr it Lrw. This Agreement shall be governed by the laws of the State of
Cahfornia. Venue shall be in San Bernardino,
3
3.15 Amendment: 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 patty shall give the other party any contractual rights by
custom,estoppel,or otherwise.
3.17 Invalidit-y: Severability. If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall
_
constitute an original.
3.19 Delivery of Notices. All notices permitted or required under this Agreement shall 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:
Successor Agency:
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 WlT`NF_SS WHEREOF, Successor Agency and BB&K have executed this Agreement as
of the date first written above.
SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE
CITY OF R
,ED DS
By:
fete A r,Chairperson
BEST BEST &KRIEGER LLP ATTEST:
L,Y: By:
HowtrdB. olds,Partner Sam r-rWin,. C4tv Clerk
4
17942J 01 W)",90458WI