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HomeMy WebLinkAboutMeyers Nave AGREEMENT FOR CITY ATTORNEY SERVICES BETWEEN THE TOWN OF LOS ALTOS HILLS AND MEYERS, NAVE, RIBACK, SILVER&WILSON This is an Agreement for Legal Services entered into by and between the TOWN OF LOS ALTOS HILLS hereinafter referred to as"TOWN°and MEYERS NAVE RIBACK SILVER&WILSON, a Professional Law Corporation, hereinafter referred to as"MEYERS NAVE." 1. Legal Services to be Provided. TOWN hires MEYERS NAVE to provide legal services as counsel to the TOWN. As requested by the TOWN,such duties shall include preparation and review of ordinances, contracts, leases, resolutions and other documents of legal import;attendance at all TOWN Council and staff meetings; rendition of legal opinions and advice on matters of TOWN business; representation in litigation to which the TOWN is a party; and such other duties or services generally performed by a general counsel and necessary to assist the TOWN in achieving its goals in a sound legal manner. 2. Appointment of City Attorney. TOWN, by and through its TOWN Council does hereby appoint Steven T. Mattas as City Attorney of the Town of Los Altos Hills. Mr. Mattas will serve as the primary resource for the TOWN and will either provide or coordinate and supervise the provision of all legal services. The City Attorney may, upon approval of the City Council designate an Assistant City Attorney to assist the City Attorney and to serve as Acting City Attorney in the event the City Attorney is or will be absent and unavailable. Any transition of position of City Attorney to any other attorney within MEYERS NAVE shall be following consultation with the City Council and subject to approval by the City Council. 3. Legal Fees. For general counsel services, TOWN will pay MEYERS NAVE$175.00 per hour for attorney services and $90.00 per hour for paralegal services. Such general counsel services include the following: a. Attendance at all City Council and designated Planning Commission meetings; b. Attendance at department meetings, staff meetings,or commission or committee meetings as deemed necessary and appropriate or as requested by the City Council or City Manager, c. Research, preparation or review of all written opinions,ordinances, resolutions, agreements, leases,contracts, and other documents of a legal nature necessary or requested by the City Council or City Manager,except where those services are included in the specialized services listed below; d. Providing legal advice on behalf of the Town to City Council Members, Commissioners, the City Manager, Department Heads and other designated personnel as appropriate; e. Monitoring and advising the City Council and staff of legislation relevant to the Town of Los Altos Hills; and 203188-1 f. Rendering advice and assistance in the administration of the Town's general liability risk management and insurance programs. For specialized legal services including labor and personnel issues,telecommunications issues, legal work associated with land use applications which are subject to cost recovery by the Town, and all litigation,except tort litigation coordinated through ABAG, TOWN will pay MEYERS NAVE$205 per hour. Tort litigation will be billed at the established ABAG rates. Paralegal work associated with these specialized services will be billed at the$90.00 per hour. MEYERS NAVE will not charge for travel time from our office to the Town for regular City Council meetings, regular Planning Commission meetings or for attendance at a regular staff meeting. All other travel time will be billed at one-half of hourly rate for that service. All services billed pursuant to this agreement shall be billed in six-minute segments. TOWN shall reimburse MEYERS NAVE for the actual costs of third-party expenses incurred by MEYERS NAVE such as expert witness fees,deposition and court reporter fees, and electronic research fees. TOWN shall also pay MEYERS NAVE an overhead charge of three(3)percent of each invoice to cover the costs incurred by MEYERS NAVE for photocopy, fax, delivery charges and postage expenses. 4. Annual Performance Evaluation. On an annual basis, the City Council,with input from the City Manager,shall review and evaluate the performance of the City Attorney,Steven Mattas and through Mr. Mattas the performance of other attorneys in the firm who have performed services for the TOWN during the year. 5. Statements. MEYERS NAVE shall bill the TOWN monthly on or about the end of the month for fees and costs incurred. Services shall be separately stated as time,date and particular services rendered. MEYERS NAVE will provide the City Manager with such additional information as she deems necessary on an on-going basis to provide the TOWN with information regarding current legal costs and anticipated legal costs for the remainder of the fiscal year. 6. Discharge and Withdrawal. TOWN may discharge MEYERS NAVE at any time upon thirty (30)days written notice to MEYERS NAVE. MEYERS NAVE may withdraw with TOWN'S consent or in the absence of such consent at any time following thirty days'written notice. 7. No Guarantee. MEYERS NAVE agree to provide conscientious competent and diligent services and at all times will seek to achieve solutions which are just and reasonable. However,because of the uncertainty of legal proceedings,the interpretation and changes in the law and many unknown factors, MEYERS NAVE cannot and does not warrant, predict or guarantee results or the final outcome of any case or matter. 8. Assignment of Agreement. MEYERS NAVE shall not assign or transfer any interest in, nor delegate any duties thereof in this Agreement,without the prior express written consent of the TOWN. 9. Independent Contractor. MEYERS NAVE hereby declares that it is engaged in an independent business and agrees to perform said services as an independent contractor and not as the agent, servant or employee of the TOWN. MEYERS NAVE agrees to be solely responsible for its own 203188-1 matters relating to payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. MEYERS NAVE agrees to be solely responsible for its own acts and those of its subordinates and employees during the life of this Agreement. 10. Conflicts of Interest. MEYERS NAVE's legal practice is almost exclusively devoted to representing public agencies, some of which are public agencies within Santa Clara County. With the exception of those public agencies within Santa Clara County that we presently represent, MEYERS NAVE covenants that it does not have any existing clients that would create any potential conflict in any manner or degree with the performance of the services hereunder. With regards to those public agency clients in Santa Clara County that we presently represent, TOWN and MEYERS NAVE agree that in the event of a potential conflict of interest TOWN will waive the conflict as long the conflict does not involve a lawsuit or dispute between the TOWN and the other public agency. TOWN may, if the TOWN desires, retain separate counsel to represent the TOWN in any matter involving a potential conflict of interest. 11. Indemnification. MEYERS NAVE shall indemnify, defend, and hold harmless TOWN, its officers, employees, agents,and volunteers harmless from and arising out of any personal injury, bodily injury, loss of life, or damage to property or any violation of any federal, state,or municipal law or ordinance,or other cause in connection with the negligent or intentional acts or omissions of MEYERS NAVE, its employees, subcontractors,or agents, or on account of the performance of character of this work,except for any such claim arising out of the negligence or willful misconduct of the TOWN/AGENCY, its officers,employees,agents or volunteers, Acceptance of insurance certificates and endorsements required under this Agreement does not relieve MEYERS NAVE from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 12. Licenses. MEYERS NAVE shall be responsible for any licenses required to perform services under this Agreement. 13. Professional Insurance. During the term of this Agreement, MEYERS NAVE shall maintain general liability and property damage insurance in the amount of at least$1,000,000 per occurrence and $2,000,000 aggregate, professional errors and omissions insurance, in an amount of at least$1,000,000 per occurrence$2,000,000 aggregate, Workers Compensation and Employer's Liability Insurance in an amount of at least$1,000,000 per accident, and Auto Liability Insurance in an amount of at least$500,000 per occurrence, bodily injury of at least$300,000 per occurence,property damage,which insurance may not be canceled or reduced in required limits of liability unless at least thirty(30)days in advance written notice be given to TOWN. Proof of coverage, including evidence that the Town of Los Altos Hills, its elected officials,officers and employees are included as additional insured, shall be provided to TOWN. 14. Conclusion of Services. When MEYERS NAVE'services conclude,all unpaid charges shall become immediately due and payable. After MEYERS NAVE services conclude MEYERS NAVE will, upon TOWN's request, deliver TOWN's files to TOWN, along with any TOWN funds or property in MEYERS NAVE's possession. 15. Effective Date. The Agreement shall be effective on August 31,2002. 203188-1 Aug. 8. 2002 1 :51PM No. 1361 P. 2 I 16, Applicable Law and Aftomey's Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Should any legal action be brought by a party for breach of this Agreement or to enforce any provisions of this Agreement,the prevailing party in such action shall be entitled to reasonable attorney's fees,court costs or other costs as may be fixed by the court. TOWN OF LOS ALTOS HILLS i August 20, 2002 Dated: By: 1. . Maureen Cassingham • ager Approved as to form: - Al Counsel for Town • o!A MEYERS NAVE RIBACK SILVER &WILSSONN Dated: cpy Seven T. Mattes 202647-1 RESOLUTION NO. 86-02 RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING THE EXECUTION OF THE AGREEMENT FOR LEGAL SERVICES BETWEEN THE TOWN OF LOS ALTOS HILLS AND THE PROFESSIONAL LAW CORPORATION OF MEYERS,NAVE, RIBACK, SILVER AND WILSON WHEREAS,the City Council of the Town of Los Altos Hills has read and considered the Agreement for Legal Services between the Town of Los Altos Hills and the Professional Law Corporation of Meyers,Nave, Riback, Silver and Wilson. NOW, THEREFORE,the Town of Los Altos Hills does resolve as follows: 1. Public interest and convenience require the Town of Los Altos Hills to enter into the Agreement described above. 2. The Town of Los Altos Hills hereby approves the Agreement and the Mayor is hereby authorized on behalf of the Town to execute the Agreement between the Town of Los Altos Hills and the Professional Law Corporation of Meyers,Nave, Riback, Silver and Wilson. PASSED AND ADOPTED this 15th day of August, 2002. • By 4e14°." ATTEST