Loading...
HomeMy WebLinkAboutContracts & Agreements_88-2021707 Wilshire Blvd , 24th Floor Los Angeles, California 90017 tel (213) 626-2906 fax (213) 626-0215 www meyersnave.com meyers nave June 7, 2021 Via Electronic Mail Dan McHugh City Attorney of Redlands City of Redlands 35 Cajon Street P O Box 3005 Redlands, CA 92373 Email dmchugh@cityofredlands org Re Engagement of Legal Services Dear Mr McHugh' Deborah) Fox Attorney at Law dfox@meyersnave coin Thank you for retaining Meyers Nave ("Meyers Nave" or "the Firm") to perform legal services in connection with Redlands ("the Client," "City" or "Redlands") We appreciate the opportunity to serve as your lawyers and look forward to working with you This letter sets forth our agreement concerning the legal services we will provide and our fee arrangements for those services. Please read this entire agreement before signing and returning it to us 1 Scope of Engagement We will provide a brief letter analysts of the Code of Conduct Policy and earmark areas of legal concern Our work is limited to such services We will also provide legal services for additional matters that you request of us, provided we agree to perform that additional work A letter confirming such additional work shall bring such work within the scope of 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 services under this agreement at the time such services are rendered Our standard billing rates for attorneys and paralegals are attached as Attachment 1 I will be the principal in charge of representing your interests, Meg Rosequist and my partner Camille Hamilton Pating will assist as needed 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 A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 2 attorney Hourly rates are subject to reasonable change, usually at the beginning of each year. 3. Retainer The Firm will not require a retainer to commence services related to this matter. However, the Firm reserves the right to require a retainer in the future if it determines that circumstances warrant. 4. 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. 5. Billing and Payment Responsibilities. We will send monthly statements which are due within 30 days of receipt. If you 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 6. Termination of Services. You 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; (c) you have misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult; or (d) 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. 7 Insurance. During the term of this engagement, this law firm 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. 8. 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. A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 3 9. Dispute Resolution. In the event you become dissatisfied with any aspect of our relationship, we encourage you 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 the 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 Los Angeles County California before the American Arbitration Association, pursuant to its then 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. 10. Document Retention. In the course of the Firm s representation of Redlands, you may provide us with and we may obtain documents that are relevant to the representation. Some of those documents may be important to you and so that there is no confusion we find that it is useful at the inception of the representation for us to communicate our Document retention Policy Meyers Nave is committed to using less paper and eliminating unnecessary copies of documents. Documents of Record can be either hard copies or digital, regardless of the form they took originally when created or received by the Firm. Whenever it is proper and practicable, the Firm prefers Documents of Record (official version) to be in a digital format. Further, if record is stored electronically then paper copies may be deemed duplicative and may be purged. This helps us manage information, helps the environment and helps us control costs. The materials pertaining to this matter belong to you and you may access them or have duplicates provided to you at any time during your representation with the exception of certain Meyers Nave Firm and accounting information. At the conclusion of this matter, no further representation will be provided and we recommend that you make arrangements to retrieve all original documents. It is the Firm s general policy that we maintain records for a period of seven (7) years after conclusion of the matter, although due to certain practical considerations that is not always possible. Additionally while we take steps to ensure that all records are held in strict confidence and maintained in a secure location, we cannot guarantee that something beyond our control will not occur resulting in damage to client records. A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 4 Thus, if in the course of our representation you provide us with original documents that you consider important or desire to keep, we recommend that, first, you inform us in writing that the documents are important. And second, we ask that you take immediate possession of such documents upon the conclusion of our representation. If we do not hear from you, we will generally retain only the documents and materials pertaining to this matter which we designate as vital for a period of seven (7) years. After which such documents will be destroyed unless, before that time, you notify us in writing that you wish to take possession of them. 11. 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. 12. 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 our firm, it is necessary that you consent to dual representation by our 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 disclose this fact and that you consent. You are consenting by signing this letter. 13. Disclosure of Public Entity Representation. 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 clients having different governmental or political objectives, beliefs or views from Redlands. 14. Written Consent. Our firm currently represents the Yucaipa Valley Water District ("the District") in connection with the Mill Creek Cooperative Water Project Agreement ("the Agreement") and transactional advice in connection with renegotiation of this Agreement. The City of Redlands is a party to the Agreement, plus Redlands has an ownership interest in Bear Valley Mutual Water Company another party to the Agreement. There is not currently any conflict related to this Agreement. In advising District regarding the Agreement, actual or potential conflicts of interest could conceivably arise for our firm should the interests of the District and the Redlands become inconsistent or adverse to each other in the future. Accordingly we request your informed written consent to our continued representation of the District regarding the Agreement matter pursuant to California Rules of Professional Conduct, Rule 1 7 To avoid the potential for any possible conflict of interest to arise in the future as to our concurrent representation of the City and the District, Meyers Nave intends to conduct ourselves on these terms: A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 5 a) The scope of the new engagement for the City will not involve any issues or subjects about which we are advising the District. The subject matter of the Code of Conduct Policy for the City and the Agreement for the District are entirely unrelated to each other. b) Meyers Nave will not disclose to the District any confidential information we have acquired or acquire at any time in the present or future as a result of our lawyer -client relationship with the City Meyers Nave will likewise not disclose to the City any confidential information we acquire as a result of our lawyer -client relationship with the District. c) Meyers Nave recognizes that we are obligated to exercise independent professional judgment on behalf of the City in any matter in which our firm represents the City unaffected to any extent by Meyers Nave's current or potential future relationships with the District. We have examined our relationship with the District and have concluded that it will not affect our ability to fully represent the City In summary and to assist you in determining whether or not to consent to the above, we do not believe, based on our thorough review of the facts as we understand them, that there will be any adverse effects upon either the City or the District resulting from our representation as described herein. Needless to say these acknowledgments do not permit the Firm to represent another client in opposing the specific matter 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 these Disclosures called out above. We would request that you review this letter carefully and, if it is consistent with your understanding of our respective responsibilities, please so indicate by returning a signed copy of this letter to me at your earliest convenience. Again, we thank you for allowing us the opportunity to serve as your lawyers. Very truly yours, 9 Deborah J Fox DJF:MR Enclosures c: Conflicts Department Billing Department A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7, 2021 Page 6 These terms are accepted and agreed to as of the date of this letter Paul T Barich Mayor ATTEST nne Donaldson aty Clerk A PROFESSIONAL CORPORATION OAKLAND L05 ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7, 2021 Page 7 MEYERS NAVE 2021 Billing Rate Schedule Senior Principal Principal Of Counsel Senior Associate Associate Law Clerk Senior Paralegal Litigation Support Specialist $550 $500 $475 $395 $350 $225 $225 $225 A PROFESSIONAL CORPORATION OAKiAND L05 ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 8 ATTACHMENT 2 MEYERS NAVE 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. Retainer Our normal practice is to require a retainer to cover a portion of the anticipated attorneys' fees and costs. Any retainer will be placed in the firm s trust account. At the conclusion of our services, we will return to our client any unapplied retainer, after deducting payment for charges billed or to -be -billed for services and any remaining out-of-pocket expenses. 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 othercircumstances 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 finn's in-house administrative costs include duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO Dan McHugh June 7 2021 Page 9 The firm will be reimbursed for all outside services incurred in the course of providing legal services to our client(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. [f 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 can 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. 3777786.1 A PROFESSIONAL CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO