DAT
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ROM:
November 29, 2022
Honorable Mayor and City Council
Dominic Lazzaretto, City Manager
By: Justine Bruno, Deputy City Manager
S
UBJECT: AMENDMENT TO BEST BEST & KRIEGER AGREEMENT FOR
SUBSTITUTION OF THE INDIVIDUALLY -DESIGNATED CITY
ATTORNEY
CEQA: Not a Project
Recommendation: Approve
SUMMARY
T
he law firm providing City Attorney services to the City of Arcadia, Best Bes t & Krieger LLP (“BB&K”), has requested an amendment to its contract concerning the retirement of Stephen C. D eitsch as Arcadia’s de signated City Attorn ey, effective December 31, 2022. The fifth amendment to the Legal Services Agreement will designate Michael Maurer as the Arcadia City Attorney, replacing Mr. Deitsch.
T
he fifth amendment to the Legal S ervices A greement with BB&K is limited to individually d esignating Michael Maurer as City Attorney , and replacing the formerly designated Assistant City A ttorney, Kevin K. Randol ph, with another BB&K attorney.
The designation of the Assistant City Attorney will be determined by the City and BB&K, from time to time, as needed.
Six-m
onths following the effective date of the appointment, the City Council may choose to conduct a performance evaluation for City Attorney services. It is recommended that the City Council ap prove and direct the City Manager to execute Amendment No. 5 to the Legal Services Agreement with Best Best & Krieger LLP for City Attorney services.
DISCUSSION
T
he City and BB&K first entered into an agreement for Le gal Servic es on June 28, 2000. After its original execution, the Ag reement has been subsequently amen ded on four separate occasions to address rate increases and third-party reimbursements for
Amendment to the Best Best & Krieger Agreement for Legal Services November 29, 2022
legal fees. Since November 1999, Stephen Deitsch has served as Arcadia’s designated City Attorney. Throughout his tenure, Mr. Deitsch has pr ovided high-quality legal services to the City Council and City staff. To provide for the continuity of legal services to the City, it is recommended that the City Counc il designate Michael Maurer of BB&K as the Arcadia City Attorney, replacing Mr. Deitsch.
For the past three years , Michael Maurer has served as the Assistant City Attorney for the City. In his role as Assistant City Attorney, Mr. Maurer helped prepare the City Charter Amendments and Ballot Measures for Arcadia’ s 2022 General Municipal Election. Additionally, Mr. Maurer serve s as legal couns el for the Arcadia Planning Commission. If Mr. Maurer is appointed to the City Attorney position, BB&K and the City recommend designating another BB&K attorney to serve as the Assistant City Attorney from time to time, as needed. While the current agreement designates a specif ic Assistant City Attorney, Kevin K. Randolph, Mr. Randolph has not worked for BB&K for many years and the agreement was never updated to reflect this. It would be more appropriate going forward for the designation of the Assi stant C ity Attorney to be accomplished more informally with staff, the City C ouncil, and BB&K mutually agreeing upon an appropriate representative to fill in for Mr. Maurer.
If the Council does not approve the fifth amendment to the Legal Services Agreement with BB&K and identify a replacement for Mr. D eitsch, Arcad ia will not have a n Individually D esignated City Attorney. Without this specification , there would be no designated attorney to attend all regular and special meetings of the City Council .
Additionally, the Arcadia City Attorney regularly provides legal advice and assistance to the City Council, City Manager, and department heads.
Legal assistance from the City Attorney also includes review of contracts and agreements, liability claims advisement, development of ordinances and resolutions, preparation of legal opinions, representation of the City in co urt proceedings and matters of litiga tion, and regular updates on new and amended legislation i mpacting local governments, among other responsibilities.
Given the transition of the City C ouncil a s well as the transition of the Individually Designated City Attorney, it is recommended that the City Council conduct a performance review of this agreement in approximately six months to ensure that everyone is comfortable w ith the arrangement. Staff will schedule such a review at an appropriate time.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a proj ect under the California Environmental Quality Act (“CEQA”), as it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA per Section 15061(b)(3).
Amendment to the Best Best & Krieger Agreement for Legal Services November 29, 2022
FISCAL IMPACT
There is no fiscal impact t o the City associated with the proposed fifth amendment to the Legal Services Agreement with BB&K.
RECOMMENDATION
It is recommended that the City Council approve and direct the City Manager to execute Amendment No. 5 to the Legal Services Agreement with Best Best & Krieger LLP for City Attorney services.
Attachment No. 1: Amendment No. 5 to Legal Services Agreement Attachment No. 2: Resignation Letter as Individually Designated City Attorney from Stephen P. Deitsch
Attachment No. 3: Original Agreement for Legal Services and 4 Subsequent Amendments
AMENDMENT NO. 4 TO AGREEMENT FOR LEGAL SERVICES
City Attorney)
ThisAmendmentNo. 4 ( "AmendmentNo. 4 ") isenteredintothis3 f A dayofOctober, 2007, by andbetweenthe City of Arcadia, a municipal corporation ( "City ") and Best Best & Krieger LLP, a Limited Liability Partnership engaged in the practice of law (" BBK'), with respectto that certain Agreement for Legal Services ( "Agreement ") entered into by the City and BBK on June 28, 2000, as amendedby Amendment No. 1 on June 1, 2002, and further amended by AmendmentNo. 2 on June 16, 2004, andasfurther amendedby AmendmentNo. 3 on June 13, 2005. The City and BBK agree as follows:
RECITALS
The City and BBK desire and intend to amend the Agreement, as heretofore amended, in order to provide for billing rates for legal servicesprovided by BBK where fees are reimbursed to the City by third parties basedupon agreementsbetweenthe City and suchthird parties, conditions of land use or other City approvals and the like.
AGREEMENT
1. Amendmentof Section8. Compensation. Section8 of the Agreement, as previously amended, is amendedby adding thereto Subsection8.d., to read as follows:
d. Fees for Legal Services Reimbursed by Third Parties. The City and BBK understand and agree that from time to time, services are performed for the City by BBK for which feesarereimbursedby third partiesto the City based upon agreements between the City and such third parties, conditions of land useor other approvals granted and imposed by the City, fee scheduleswhich arebaseduponreimbursementto the City for actual legal fees billed by the City Attorney and the like ( "Reimbursable Fees ").
Upon prior approval by the City Manager, or his/ her designee, on a case by case basis that legal servicesprovided by BBK are subject to Reimbursable Fees, then BBK shall bill the City for such services separate and apart from Basic Services at BBK' s then current published standard private clients rates, minus ten percent ( 10 %). If BBK believes that a matter falls within Reimbursable Fees, then BBK shall seek prior written approvalfrom the City Manageror his /herdesignee. The City Manager's or his /her designee' s) approval of such a request from BBK shall not be unreasonably withheld or delayed. Upon execution of this Agreement, BBK shall provide to the City Manager a copy of its published private clients rate schedule, and shall provide to the City Manager, at least annually, updates to such schedule when changes are made thereto. Fees for suchservicesshall not be subjectto the Cap. Suchreimbursablefees may cover, without limitation, preparation of development agreements, review of applications to the City under franchise agreements, review of and analysis of environmental documents for which a land use or other 1 applicant agrees to reimburse the City, and litigation costs incurred in defending City approvals of land use applications and the like based upon conditions of approval requiring the applicant to defend such approvals."
2. Effective Date of Amendment No. 4. The City and BBK agree that this Amendment No. 4 shall become effective upon execution of both parties, and shall apply to all billings from BBK to the City on and after September 1, 2007.
IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 4 as of the date first written above.
ATTEST:
City Cler
CITY OF ARCADIA
a municipal corporation
By
A
William R. Kelly
City Manager
Dated: October % 7 2007
BEST BEST & KRIEGER LLP
a Limited Liability Partnership
By: 1Pn . U i (
Stephen P. Deitsch
Partner
Dated: October o;? , 2007
0 0
AMENDMENT NO. 3 TO AGREEMENT FOR LEGAL SERVICES
City Attorney)
r This Amendment No. 3 ( " Amendment No. 3 ") is entered into this / ydayof June , 2005, by and between the City of Arcadia, a municipal corporation ( "City ") and Best Best & Krieger LLP, a Limited Liability Partnership engaged in the practice of law ( " BBK "), with respectto that certain Agreement for Legal Services ( "Agreement ") enteredinto by the City and BBK on June 28, 2000 as amended by Amendment No. 1 on June 1, 2002, and further amendedby Amendment No. 2 on June 16, 2004. The City and BBK agreeasfollows:
RECITALS
The City and BBK desire and intend to amend the Agreement, as heretofore amended, in order to increase the blended hourly rates charged by BBK to the City for legal services, to increase the Cap ( as defined in the Agreement) in correlation with the blended hourly rate increase, and to provide for future annual cost of living increases with respect to the foregoing.
AGREEMENT
1. Amendment of Section 8. Compensation. Section 8.a. of the Agreement, as previously amended, is amendedby deleting " One Hundred Seventy Dollars ($ 170.00)" and by substituting therefor " One Hundred Seventy -Five Dollars ($ 175. 00) ", by deleting 1129, 300" and by substituting therefor 1133, 180 ", and by deleting 110, 775" and by substituting therefor 11, 098 ".
Section 8.b. of the Agreement, as previously amended, is amended by deleting " One Hundred Eighty Dollars ($ 180. 00)" and by substituting therefor One Hundred Eighty -Five Dollars ($ 185. 00) ".
Section 8.d. is hereby addedto the Agreement, to read asfollows:
The City and BBK agree that the hourly rates set forth in Subsections a. and b. of this Section 8, as well as the Cap including the average monthly portion of the annual Cap) shall automatically increase effective for the Basic Services and the Special Services provided by BBK on and after July 1 of each calendar year ( commencing July 1, 2006) in an amount equal to the increase in the Consumer Price Index ( CPI) for the previous calendar year ( January 1 through December 31) for All Urban Consumers in the Los Angeles- Anaheim - Riverside area; provided that the CPI adjustment shall be rounded up to the nearest full dollar, and further provided that the CPI adjustment shall not exceed five percent ( 5 %) for any year."
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2. Effective Date of Amendment No. 3. The City and BBK agreethat this Amendment No. 3 shall become effective upon execution by both parties; provided, however, that Section I of this Amendment No. 3 shall be implemented commencing July 1, 2005.
IN WITNESS WHEREOF, the City and BBK have executedthis Amendment No. 3 asof the date first written above.
ATTEST:
C
City Clerk
CITY OF ARCADIA
a municipal corporation
By: USA , — —
William R. Kelly
City Manager
DATED: 6?10• 2005
BEST BEST & KRIEGER LLP
a Limited Liability Partnership
By: k 0 • 46z"—
Step enhP. Deitsch
Partner
DATED: Oitne. / 3
12005
RVPUB \ SPDA692236. 1
2 AMENDMENT NO. 2 TO AGREEMENT FOR LEGAL SERVICES
City Attorney)
This AmendmentNo. 2 ( "AmendmentNo. 2 ") is enteredinto this 16th dayof June, 2004, by and between the City of Arcadia, a municipal corporation ( " City ") and Best Best Krieger LLP, a limited liability partnership engagedin the practice of law ( "BBK "), with respect to that certain Agreement for Legal Services ( " Agreement ") entered into by the City and BBK on June28, 2000 and amendedby Amendment No. 1 on June 1, 2002. The City and BBK agree as follows:
RECITALS
TheCity andBBK desireandintendto amendtheAgreementin orderto increase the blended hourly rates charged by BBK to the City for legal services and to increase the Cap asdefined in the Agreement) in correlation with the blended hourly rate increase.
AGREEMENT
1. Amendment of Section 8. Comnensation. Section 8. a. of the Agreement, as previously amended, is amended by deleting " One Hundred Sixty Dollars ($ 160)" and by substituting therefor " One Hundred Seventy Dollars ($ 170) ", by deleting 1121, 700" and by substituting therefor 1129, 300 ", and by deleting 110, 142" and by substituting therefor 10, 775'.
Section 8.b. of the Agreement, as previously amended, is amended by deleting One Hundred Seventy Dollars ($ 170)" and by substituting therefor " One Hundred Eighty Dollars ($ 180) ".
2. Effective Date of Amendment No. 2. The City and BBK agree that this Amendment No. 2 shall become effective upon execution by both parties; provided, however, that Section 1 of this Amendment No. 2 shall be implemented commencing July 1, 2004. iaVAnnrUJIrrs r.01i
IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 2 as of the date first written above.
CITY OF ARCADIA
1 1.iw ,
William R. Kelly
City Manager
Dated: June 16 2004
ATTEST:
City Clerk
BEST BEST & KRIEGER LLP
By
Stephen P. Deitsch
Partner
Dated: 2 a , 2004
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vo- z, u— ,. a.,,
AMENDMENT NO. 1 TO AGREEMENT FOR LEGAL SERVICES
City Attorney)
This Amendment No. 1 (" Amendment No. 1 ") is entered into this dayofJnae,J Q \y 2002, by andbetweenthe City of Arcadia, a municipalcorporation ( "City ") andBestBest & KriegerLLP, alimitedliability partnershipengagedin thepracticeof law ( "BBK "), with respect to that certain Agreement for Legal Services ( "Agreement ") enteredinto by the City andBBK on June28, 2000. The City andBBK agreeasfollows:
RECITALS
TheCity andBBK desireandintendto amendtheAgreementin orderto increasethe blendedhourlyrateschargedby BBK to the City for legalservices, to increasethe Cap (as defined in the Agreement) in correlation with the blended hourly rate increase, andto redefine the term " Year" as used in the Agreement in order to make it concurrent with the fiscal year of the City.
AGREEMENT
1. Amendment of Section6. Basic Services. Section6 of the Agreement is amendedby deletingthewords "May1, 2000throughApril 30, 2001 ", andbysubstitutingtherefor "July1, 2002 through June 30, 2003 ".
2. Amendment of Section8. Compensation. Section 8.a. of the Agreement is amendedby deleting "OneHundredFifty Dollars ($150)" andby substitutingtherefor "OneHundredSixty Dollars ($ 160)", by deleting "$114,000" andby substituting therefor "$ 121,700 ", andby deleting 9,500" and by substituting therefor "$ 10, 142 ".
Section 8.b. of the Agreement is amendedby deleting "One Hundred Sixty Dollars 160)" andby substituting therefor " OneHundred SeventyDollars ($ 170) ".
3. Effective Date of Amendment No, 1. The City and BBK agreethat this Amendment No. 1shallbecomeeffectiveuponexecutionby bothparties; provided, however, that Sections1and2 of this AmendmentNo. -l- shallbe- implementedcommencing July 1, 2002. The City and- BBK furtheragreethatfor the periodMay 1, 2002throughJune30, 2002 (the "InterimPeriod "), the blendedhourlybillingratessetforth in Subsections8.a. andb. of theAgreementprior to executionof this AmendmentNo. 1shallremainin effect, the Capfor the InterimPeriodshallbe 19,000, and in all other respects, the terns and provisions of the Agreement prior to execution of thisAmendmentNo. 1shallapplyasif theInterimPeriodwerepartof theYearMay 1, 2001 through April 30, 2002.
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IN WITNESS WHEREOF, the City andBBK haveexecuted this Amendment No. 1 asof the date first written above.
ATTEST:
i
y Clerk
CITY OF ARCADIA
By U"^ . ICA
William R. Kelly
City Manager
Dated: July 3, 2002
BEST BEST & KRIEGER LLP
By
Stephen P. Deitsch
Partner
Dated: July 3, 2002
RVPUMSPD1628872 - 2-
AGREEMENT FOR LEGAL SERVICES
City Attorney)
This Agreement for Legal Services ( "Agreement ") is entered into this .2,i day of June2000, by and betweenthe City of Arcadia, a municipal corporation (the "City ") and Best Best Krieger LLP, a limited liability partnership engaged in the practice of law ( " BBK ").
RECITALS
A. The City desires to obtain city attorney services from BBK, and to designate StephenP.
Deitsch as City Attorney.
B. BBK and Mr. Deitsch have experience in the provision of public law and city attorney servicesin the Stateof California and BBK desiresand intends to provide city attorney servicesto the City.
C. The services to be provided pursuant to this Agreement are authorized by Arcadia City Charter Section 701 making the City Attorney subject to appointment and removal by the City Council and subject to administrative direction of the City Manager.
AGREEMENT
1. Engagementof BBK andDesignationof City Attorney andAssistant City Attorney. TheCity herebyengagesBBK to provide City Attorney servicesanddesignatesStephenP. Deitsch, a partner of BBK, as City Attorney for the City ( "City Attorney"). The City further designatesKevin K.
Randolph, apartner of BBK, asAssistant City Attorney for the City ( "Assistant City Attorney "). It is understood and agreed by the parties that no change in the assignments of City Attorney and Assistant City Attorney shall be madewithout the prior consentof the City.
2. Responsibilities and Availability of City Attorney. The parties agree that Mr. Deitsch and, in his temporary absence (if any), Mr. Randolph will process, coordinate and direct asnecessaryall Basic Servicesand Special Servicesprovided by BBK to the City under this Agreement. The City Attorney shall be available to attendall regular and specialmeetings of the City Council of the City and, upon request, shall be available to attend all regular meetingsof the Planning Commission of the City. The City Attorney shall alsobeavailable to provide legal advice andassistanceto the City Council, the City Manager, departmentheadsandstaff of the City on anongoing basisupon request.
If the City Attorney is temporarily unavailable to provide the forgoing services, then the Assistant City Attorney shall be available to provide such services.
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3. Use of Additional Professionals. The City andBBK understandandagreethat from time -to- time, the City Attorney and the Assistant City Attorney may use other lawyers and paralegalsat BBK to perform the legal services requested by the City, subject to supervision and review of all resulting work product by the City Attorney or Assistant City Attorney. BBK shall obtain from the City Manager, or his/her designee, prior approval wherever reasonablypossible for the useof such attorneys and paralegals.
4. Licensure and Qualifications. BBK represents and warrants that all attorneys of BBK who will provide legal servicesto the City shall at all times be fully qualified and, asrequired, licensed to practice law in the State of California and before all courts and other administrative bodies in which suchattorneysmay be requiredto appearon behalf of the City. BBK shall be responsible, at its cost and expense, for obtaining all such licenses.
5. Term. The term of this Agreement shall commence on May 1, 2000, and shall continue thereafter until the effective date of termination of this Agreement after notice of termination is submitted by one party to the other, which notice shall be given at leastthirty ( 30) daysprior to the effective date of termination ( the " Term "). The parties understand and agree that BBK serves at the will and pleasure of the City Council. The parties further understand and agree that this Agreement may beterminated either with or without cause, andthat in the event of any termination, BBK shall be paid for all legal services provided by BBK to the City and authorized by the City through and including the effective date of termination.
6. Basic Services. Wherever usedin this Agreement, the term " Year" shall meanMay 1, 2000 through April 30, 2001, and each twelve ( 12) month period thereafter. During the Term of this Agreement, BBK shall provide to the City the following legal services (the "Basic Services "):
a. Preparationfor, attendanceat andparticipation in regular City Council meetings (two 2) meetings each month);
b. Preparation for, attendanceat and participation in Special Meetings of the City Council, as requested by the City Manager or his/ her designee. " Special Meeting" shall mean a meeting requiring at least 24 hours notice as prescribed by Arcadia City Charter Section 408 and Government Code Section 54956;
C. Preparation for, attendance at and participation in six ( 6) planning commission meetings or human resourcescommission meetings per Year, or any combination thereof up to a maximum of six (6) per Year, upon request of the City Manager or his/ her designee;
d. Attendance at office hours at Arcadia City Hall for six ( 6) hours every Tuesday; RVPURNG51570082 2
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e. Provision of advice and legal counsel to the City Council, the City Manager, department heads and staff of the City on all matters pertaining to City business; provided however, that BBK shall not be required to provide specific advice and legal counsel as primary attorney in any matter in which the City obtains legal services as primary attorney from another attorney or law firm acting as special counselto the City, andfurther provided that thoselegal servicesdescribedasSpecial Services hereinafter shall not be deemed to be included within the Basic Services; f. Preparation, or review and approval as to form, of all agreements, ordinances, resolutions and other legal documents to which the City is a party, and which are in the nature of standard, routine and not complex documents which the City regularly would prepare, approve or enter into. For example, this would include public works contracts, consulting services agreements, professional services contracts, resolutions, forms and ordinances which are not unique to Arcadia, and which in the ordinary course of municipal business are standard. Anything which may otherwise fall within the general description set forth in this section but which, based upon the particular factsandnatureof the services, is deemedby BBK to be a SpecialService, shall be subject to prior notice to and approval as a Special Service by the City Manager;
g. Preparation of such written or oral legal opinions as shall, from time - to - time, be requested by the City Council, the City Manager, department heads or staff of the City;
h. Provision to the City of annual updates and copies of any amendments concerning the Ralph M. Brown Act ( public meeting law) and Local Guidelines adopted pursuant to the California Environmental Quality Act;
Provision of any and all such other routine legal services as may be required from time -to -time by the City Council, the City Manager, anddepartment headsand staff of the City; and
j. Upon requestof the City Manager, monitoring of legal servicesprovided to the City by other attorneys or law firms.
7. Special Services. Separate from and in addition to the Basic Services, BBK shall provide additional services ( "Special Services ") to the City, upon requestfrom the City, asfollows:
a. Representation of the City in any court or administrative proceedings; b. Provision of water law services;
C. Provision of redevelopment law services to the City and its Redevelopment Agency; d. Provision of labor or employment law services;
RVPUBWGS1570082
e. Provision of bankruptcy law services;
f Provision of bond counsel or legal servicesrelating to other financings; g. Provision of real estatelaw services (other thanroutine planning andzoning matters); h. Provision of legal services regarding non - routine and/or complex negotiations, transactions, agreements, and related legal services. For example, these services would include development agreements, major revision of a general plan, specific plan preparation, and major project related transactions. The provision of such services as Special Services is subject to prior notice to and approval by the City Manager; and
i. Provision of other legal services not described in Section 6.
8. Compensation.
a. Basic Services. For Basic Services, the City shall pay to BBK a blended hourly rate of One Hundred Fifty Dollars ($ 150) for all legal work comprising the Basic Services; provided, however, that there shall be a limit of $ 114, 000 per Year ( the Cap ") on all feesfor Basic Services (i.e. an averageof $9,500 per calendarmonth), separate and apart from costs billed to the City pursuant to Section 8.c.
Notwithstanding any provision to the contrary in the section entitled " Fees for Professional Services" setforth in Exhibit " A ", the City and BBK understandand agreethat the Capand blended hourly rate for Basic Services shall not be increased without amendment of this Agreement. BBK shall bill for travel time in the performance of legal services under this Agreement; provided, however, that in instances where attorneys of BBK are required to travel from BBK offices to Arcadia to provide legal services, travel time shall be billed as .9 hours eachway (total 1.8 hours for a round -trip) ( the time betweenBBK' s Ontario office and Arcadia). b. Special Services. If the City requeststhat BBK perform any Special Services, then for any and all such Special Services ( other than bond counsel services and legal servicesrelatedto other financings), the City shall pay to BBK a blendedhourly rate of OneHundred Sixty Dollars ($160). Notwithstanding any provision to the contrary in the section entitled " Fees for Professional Services" set forth in Exhibit " A ", the City andBBK understandandagreethat the blendedhourly rate for SpecialServices shall not be increased without amendment of this Agreement. For bond counsel servicesor servicesrelatedto other financings, the City shall pay to BBK feesbased upon generally prevailing rates at the time of bond issuance for the applicable type of bonds, certificates of participation or other financings, and unless otherwise agreed in writing by the City, BBK shall be compensatedfor such services solely from the proceeds of the sale of the bonds, certificates of participation or other financings RVPDawcs\ 570082
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BBK shall prepare a separate written agreement for any such bond counsel or financing services requested by the City).
C. Costs (SeparateFrom Fees). The City shall reimburse BBK for any andall printing and copying expenses, mileage expenses, telephone tolls and costs, court fees, computertime, andother costsrelating to the provision of Basic Servicesand Special Servicesthat aregenerallychargeableto a client. A copy of BBK' s standardpractices is attached hereto as Exhibit " A" and is incorporated herein by reference. In the event that the cost for any individual item of expense is anticipated to exceed Two Hundred Dollars ($ 200), then BBK shall obtain the prior approval of the City Manager, or his/her designee, in order to incur such expense on behalf of the City. BBK shall not bill the City for attendance by lawyers or paralegals of BBK at any seminar, conferenceor convention, unless the City specifically requires as part of the legal servicesprovided hereunder, andspecifically agreesin advanceto pay for, attendance by BBK at any such specific seminar, conferenceor convention. Notwithstanding Exhibit " A," there shall be no minimum charge for telephone calls and letters as set forth under Fees for Professional Services therein. Instead, actual time devoted to such calls and letters shall be the basis for such charges. In instances where attorneys of BBK are required to travel from BBK offices to Arcadia to provide legal services, mileage costs will be billed based upon 53 miles each way ( 106 miles round -trip) ( the distance between BBK' s Ontario office and Arcadia).
9. Billings. BBK shall submit monthly to the City a detailed statementof account for Basic Servicesand Special Servicesrendered by BBK to the City. Such statementsshall include, at a minimum, daily descriptions of eachitem of legal work performed by BBK on behalf of the City in sufficient detail for the City to understandthe nature of such work, the identity of the individuals performing such work and the amount of time devotedto suchwork. BBK shall include a separate entry for eachbillable item of travel time on eachmonthly billing statementsubmitted to the City, so that the City may readily track total fees for travel time incurred by the City.
10. IndependentContractor Status. It is understood and agreedby the parties that BBK is and shall remain an independent contractor in its performance of legal services under this Agreement.
11. Insurance Coverage. BBK carries errors and omissions insurance with Lloyd' s of London.
After a standarddeductibility amount, this insuranceprovides coveragein the amount of $5 Million.
Proof of such insuranceshall be provided to the City Manager and filed with the City Clerk.
12. Cooperation with City Council and City Manager. BBK shall provide all Basic Services, and any and all Special Services, in a timely and expeditious manner. BBK shall work cooperatively with the City Council and City Manager, and shall keep them informed on all legal matters of importanceto the City asthey arise. BBK shall follow all reasonableproceduresestablishedby the City in rendering legal servicesto the City under this Agreement, consistent with BBK' s duties as City Attorney.
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5 13. Conflicts of Interests. BBK warrants and represents that it has neither paid compensation nor renderedany other service of value to any individual for purposesof entering into this Agreement.
In rendering legal servicesto the City under this Agreement, BBK shall promptly inform the City of any conflict of interestwhich BBK may haveandof anyconflict in representationunderthe Rules of ProfessionalResponsibility governing attorneysin the Stateof California, and shall take any and all reasonable and necessary actions to avoid such conflicts or to abstain from participation in the provision of legal serviceswith regard to such matters in the event of any such conflicts.
14. Return of Files. BBK understands and agrees that all files maintained by BBK shall, upon requestof the City Manager, be returnedto the City; provided, however, that BBK shall be entitled to receivecompensationfrom the City for any andall reasonablecostsof reproducing acopy of such files for retention by BBK.
IN WITNESS WHEREOF, the City and BBK have executedthis Agreement asof the date first written above.
CITY OF ARCADIA
By:— W
William R. Kelly
City Manager
ATTEST:
X) 66 11
ity Clerk
BEST BEST & KRIEGER LLP
By:
Stephen P. Deitsch
Partner
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Ill._ ItiYdr_
BEST BEST & KRIEGER LLP
BILLING POLICIES
Our century of experience has shown that the attorney - client relationship works best when there is mutual understanding about fees, expenses, billing and payment terms. Therefore, this state- ment is intended to explain our billing policies andprocedures. Clients are encouragedto discuss with us any questionsthey have about these policies and procedures. Clients may direct specific questions about a bill to the attorney with whom the client works or to Judy Ismael of our Accounting Department. Any specific billing arrangementsdifferent from those setforth below will be confirmed in a separate written agreement between the client and the firm.
Fees for Professional Services
Unless a flat fee is set forth in our engagement letter with a client, our fees for the legal work we will undertakewill be basedin substantialpart on time spentby personnel in our office on that client' s behalf. In special circumstances which will be discussed with the client and agreed upon in writing, fees will be basedupon the novelty or difficulty of the matter, or the time or other special limitations imposed by the client.
Hourly ratesaresetto reflect the skill andexperienceof the attorney or other legal personnel rendering serviceson the client's behalf. Time is accruedon 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. Our attorneys are currently billed at rates from $ 105 to $ 275 per hour, and our paralegals and law clerks are billed at rates from $ 75 to $ 150 per hour. These hourly rates are reviewed annually to accommodate rising firm costs and to reflect changes in attorney statusas lawyers attain new levels of legal experience. Any increasesresulting from such reviews will be instituted automatically and will apply to eachaffected client, after advancenotice.
Fees For Other Services, Costs and Expenses
We attempt to serve all our clients with the most effective support systems available.
Therefore, in addition to fees for professional legal services, we also charge separatelyfor some other services and expenses to the extent of their use by individual clients. These charges include but arenot limited to, mileage (currently at the rate of $32 per mile), extraordinary telephoneand document delivery charges, copying charges, computerized research, court filing fees and other court- related expenditures including court report and transcription fees. No separate charge is made for secretarialor word processing services; those costsareincluded within the above hourly rates.
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We may need to advancecosts and incur expenseson your behalf on an ongoing basis.
Theseitems are separateand apart from attorneys' fees and, as they are out -of- pocket charges, we needto have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client sendus advancesto cover those costsbefore they are due.
Advance Deposit Toward Fees And Costs
Because new client matters involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance payment from clients. The amount of this advance deposit is determined on a case -by -case basis discussed first with the client, and is specified in our engagement letter.
Upon receipt, the advance deposit will be deposited into the firm' s client trust account.
Thereafter it will be disbursedto the firm for fees andnominal costsasthey accrue. Our monthly billings will reflect such applicationsof the advancedeposit andalsothe current balancedue, if any.
We also reserve the right to require increases or renewals of these advanced deposits.
By signing the initial engagementletter, eachclient is agreeing that trust accountbalances may bewithdrawn and applied to costsasthey are incurred andto our billings, after presentationto theclient. If we succeedin resolvingyour matter beforethe amountsdepositedare used, anybalance will be promptly refunded.
Monthly Invoices and Payment
Best Best & Krieger LLP provides our clients with monthly invoices for legal services performed and expenses incurred. Invoices are due and payable upon receipt.
Eachmonthly invoice reflectsboth professional andother feesfor servicesrenderedthrough the end of the prior month, as well as expenses incurred on the client' s behalf that have been processedby the end of the prior month. Processingof some expensesis delayed until the next month and billed thereafter.
Our fees are not contingent upon any aspectof the matter and are due upon receipt. All billings aredueandpayablewithin ten daysof presentationunlessthe full amount is coveredby the balance of an advance held in our trust account. If a bill is not paid within 30 days, a late charge of onepercentper month on the unpaid invoice shall be addedto the balanceowed, commencingwith the next statement and continuing until paid.
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It is our policy to treat every question about a bill promptly and fairly. It is also our policy that if a client does not pay an invoice within 60 days of mailing, we assumethe client is, for whateverreason, refusing to pay. We will then advisethe client by letter that the client may paythe invoice within 14days or the firm will take appropriate stepsto withdraw asattorney of record. If the delay is causedby a problem in the invoice, we must rely upon the client to raise that with us during the 14 -dayperiod. This samepolicy applies to fee arrangementswhich require the client to replenish fee deposits or make deposits for anticipated costs.
From time to time clients have questions about the format of the bill or description of work performed. If you have any such questions, pleaseask them when you receive the bill so we may address them on a current basis.
Changes in Fee Arrangements and Budgets
It may be necessary under certain circumstances for a client to increase the size of required advancesfor feesafter the commencementof our engagementand dependingupon the scopeof the work. For example, prior to a protracted trial or hearing, the firm may require a further advance payment to the firm' s trust account sufficient to cover expected fees. Any such changesin fee arrangementswill be discussedwith the client and mutually agreedin writing.
Because of the uncertainties involved, any estimates of anticipated fees that we provide at the request of a client for budgeting purposes, or otherwise, can only be an approximation of potential fees.
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