LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
LEGAL SERVICES AGREEMENT
CITY OF CHULA VISTA
AND
GATZKE DILLON & BALANCE LLP
This Legal Services Agreement (“Agreement”) is entered into June 23, 2021 (“Effective Date”), by and between the City of Chula Vista (“City”) and Gatzke Dillon & Balance LLP (“Attorney”).
RECITAL
Attorney represents it is qualified by virtue of experience, training, education, and expertise to accomplish the services to be provided under this Agreement.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement. This Agreement sh all cover services rendered from the first communication between the City and Attorney until one-year after the Effective Date. Notwithstanding the original term above, the City ha s the option to extend the term of this Agreement for up to five (5) one-year increments. The City Attorney shall be au thorized to exercise the options to extend. If City exercises an option to extend, each extension shall be on the same te rms and conditions herein unless otherwise amended in a written amendment between the parties.
2. Services to be Provided. The services to be performed by Attorney shall consist of the performance of any and all tasks and services reas onably required to advise , assist, and fully and competently represent the City in all legal matters presented to Attorney and on any matters in litigation, wherein Attorney is consulted by, or appears on behalf of, the City. Attorney’s services shall include, but are not limited to, any and all reasonably required legal representation on behalf of the City in the matter of on-call legal services to assist the Development Services Department.
(collectively, the “Required Services”).
3. Compensation - Attorney shall be compensated for performance of the Required Services as follows:
3.1 Amount. The total amount of service and costs to be paid under this Agreement shall not exceed $50,000 without the express written authorization of the City prior to work or services performed.
Any amounts incurred beyond that amount that were not so approved in writing, are subject to non- payment. Attorney shall submit an initial estimated budget and a liability assessment within thirty (30) days following the receipt of initial file and assignment.
Prior to commencing services under this Agreement, Attorney shall obtain advance approval of the individual attorneys who will be performing a ny Required Services. Additionally, Attorney shall obtain advance approval of any changes to the indi vidual attorneys performing any Required Services.
The City shall compensate Attorney for the Required Services satisfactorily performed and approved at the following hourly rates:
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LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
Partners $375.00/hour
Associate Attorneys $295.00/hour
Travel time shall be billed at the same hourly rate. Except for reimbursable expenses as defined below, such hourly compensation shall be the sole and total remuneration for services rendered pursuant to this Agreement.
3.2 Billing. Attorney agrees to provid e City with a detailed invoi ce for the Required Services performed each month, within thirty (30) days of the end of the m onth in which the Required Services were performed. Invoicing shall begin on the first of the month fo llowing the Effective Date of the Agreement. All charges must be presented in a line item format and in a manner such that each task is separately explained in reasonable detail, and with a specific time allocation recorded, for each task. The invoice shall include the amount, billi ng rate, basis for calculation of all fees a nd costs, total fees and costs incurred, total amount paid and balance remaining. All invoice s submitted must include, on the first page of the invoice, the original estimated budget, and all subsequently revised budgets, beginning with the first invoice submitted and all invoices thereafter.
The City does not pay for the preparation of billings or for discussions concerning billing. The City will not accept and will not be responsible for bl ock or cumulative invoice entries. Attorney shall not charge the City for more than one Attorney’s time when appearing at a meeting, in Court, or for performing any task unless the City has expressly authorized in writing the use of two or more attorneys for the appearance or task.
All billing for work performed under this Agreement shall be sent to the following:
City of Chula Vista Attorney’s Office
ATTN: Law Office Manager
276 Fourth Avenue
Chula Vista, CA 91910
3.3 Payment to Attorney. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed by Attorney, City agrees to pay Attorney for the approved amounts within thirty (30) days.
3.4 Reimbursements for Expenses. Attorney shall keep accurate records of all costs, travel, and expenses. These records shall be made available to the City upon reasonable request.
The City will reimburse actual, reasonable, a nd necessary out of pocket expenses incurred by Attorney in performing any services under this Agreement as follows:
a) Photocopying charges at no more than $0.15 per page. b) Parking Fees at the actual amount charged to Attorney. c) Travel/Mileage at the current federal per mile rate. Any travel fees incurred outside of San Diego County must be authorized and approved in advance of the City.
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
d) Statutory Fees, Witness fees, Reporters fees, Stenographic transcription, jury fees and the cost of serving process actually incurred by Attorney. e) Attorney may seek reimbursement for any actual, reasonable and necessary expenses incurred on items not identified above with the prior authorization and approval by the City.
The City will not reimburse Attorney for an y additional charges in curred due to “rush” deliveries or “late” charges, unless such expenses are approved in writing a nd in advance by the City after the need for such services is determined by the City to be reasonably beyond the control of Attorney.
To obtain reimbursement, Attorney shall subm it a monthly summary of expenses, along with all supporting receipts, within thirty (30) days of the expense being incurred.
3.5 Expert Consultations and Witnesses. Expert consultations and witnesses, and any investigators, may be retained on terms acceptable to the City, authorized and approved in writing and in advance, for which the City shall reimburse the Attorney or pay investigators, consultants, or experts directly. In no event shall Attorney retain any service of any expert, investigator, or consultant without first receiving express authorization and approval from the City.
4. Insurance.
4.1 Professional Errors and Omissions Insurance. Attorney shall obtain and maintain in full force and effect at all times Professional Errors and Omissions Liability Insurance. Such insurance shall provide coverage in an amount not less than two million dollars ($2,000,000.00) per occurrence and four million dollars ($4,000,000.00) aggregate. The City reserves the right to require insurance for a higher coverage than the minimum limits noted above. All insurance carriers shall hold a Best rating of “A+” or better. The insurance policy requ ired under this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage, or in limits, except after thirty (30) days prior written notice, by certified mail retu rn receipt requested, given to the City. If the Attorney maintains higher limits than the minimums stated a bove, the City requires a nd shall be en titled to coverage for the higher limits maintained by the Attorney.
Said insurance policy shall provide coverage to the City for any damages or losses suffered by the City as a result of any error or omission, or ne glect by Attorney which arise out of the services rendered under this Agreement. Such insurance may not be subject to a self-insured retention or deductible in an amount in excess of Twenty-Fiv e thousand ($25,000.00) dollars without prior written authorization and approval by the City.
Attorney shall, within ten (10) days after entering into this Agreement, and before commencing or performing any services under the Agreement, de posit with the City Attorney, a Certificate of Insurance certifying that all insurance required here in is, and will be, in full force and effect from the time the Agreement is entered into until the later of the date of expiration or termination of this Agreement. Should Attorney’s insurance policy terminate during the Agreement period, the Attorney shall renew the Certificates of Insurance at least fi fteen (15) days prior to expiration and submit to the City at least ten (10) days prior to expiration. Any delay in subm ission of current Certificates of Insurance may result in a delay of payment.
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
Attorney shall not commence any work under this Agreement until Attorney has obtained and submitted all City approved insurance.
All insurance required shall be carried only by responsible insurance companies licensed to do business in California. All policies shall contain language to the effect that: (1) the insurer waives any right of subrogation against the City and the City’s elected officials, officers, employees, agents, and representatives; and (2) insurance shall be primary non-contributing and any other insurance carried by the City shall be excess over such insurance. Attorney shall furnish the City with copies of all applicable policies promptly upon receipt.
Nothing in this section shall be construed to make Attorney other than an independent contractor for all purposes.
Attorney agrees to notify the City in the event that the limits shall fall below the coverage stated above or if the insurance policies not ed here are allowed to lapse and substitute insurance is, or is not, obtained.
5. Indemnification. Attorney agrees to protect, hold harmless, defend, and indemnify the City, its employees, elective or appointive boards, officers, agents, agenda and affiliates, from any and all loss, claims liabilities, expenses, or damages of any nature whatsoever, including Attorneys’ fees, arising out of or in any way connected with the misconduct, negligent acts, errors or omissions in the performance of the Required Services under Ag reement by Attorney, A ttorney’s agents, officers, employees, sub- contractors, or independent contract ors of Attorney, except where the lo ss or liability arises out of the sole negligence or willful misconduct of the City.
6. City Agent. The City Attorney, for the purposes of this Agreement, is the agent for the City.
Whenever authorization or approval is required, Atto rney understands that the City Attorney has the authority to provide the authorization or approval.
7. Independent Contractor. Attorney, and anyone employed by Attorney, are not and shall not be, deemed employees of the City. Attorney is solely responsible for the payment of employment taxes, workers compensation taxes, and any other taxes for employees.
8. Conflict of Interest. Attorney represents that they presently have no material financial interest other than that which may be held by the general publ ic and shall not acquire any interest, direct or indirect, in any contract or decision made on behalf of the City which may be affected by the services to be performed by Attorney under this Agreement. Attorney further agrees that no person having any such interest shall be employed by them. If Attorney or their employees acquire a direct or indirect personal interest, such interest shall be immediately disclosed to the City and the interested individual shall abstain from any contracts or decisions under this Agreement.
In addition to the proscriptions regarding conflicts of interest imposed on Attorney by the Business and Professions Code and by California Rules of Professiona l Conduct, Attorney represents that no Attorney shall represent clients before any board, commission, committee or agency of the City or represent any client with interests adverse to the City. Furthermore, Attorney shall at all times avoid conflicts of interest or the appearance of a conflict of interest in performance of this Agreement.
Attorney shall immediately notify the City Attorney of any circumstances, or change of circumstances, that may provide for the potential for a conflict of interest, or actual conflict of interest.
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
9. Non-Liability of Officials/Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
10. Compliance with Law. Attorney shall comply with all appli cable laws, ordi nances, codes, and regulations of all Federal, State, and local governments. In addition, Attorney agrees to abide by all ethical and moral standards as represented by the Rules of Professional Conduct as applied to the California State Bar.
11. Work Product. All documents, or other information developed or received, by Attorney shall be the property of the City. Attorney shall provide the City with copies of items upon reasonable demand or upon termination of this Agreement.
12. Notices. Attorney must immedi ately advise City of any si gnificant developments in the performance of the Required Services. City requires that drafts of all pleadings or papers filed with the court be provided to City in advance of filing and with adequate time for review and comment by City.
Attorney must immediately advise City of all tria l related dates, any dates for alternative dispute resolution, and any motion or court hearing dates upon first notification to Attorney of such dates.
All notices shall be personally delivered or mailed, via first class mail, to the below listed address.
In addition, such addresses shall be used for delivery for service of process. Attorney agrees to notify the City within ten (10) days of the date of any change of address and agree to keep an updated address with the applicable Courts on any matters that Attorney is representing the City.
a. Address of Attorney is as follows:
Kevin P. Sullivan, Esq.
Gatzke Dillon & Ballance LLP
2762 Gateway Road
Carlsbad, California 92009
b. Address of City is as follows:
Michael Shirey
City of Chula Vista Attorney’s Office
276 Fourth Avenue
Chula Vista, CA 91910
[email protected]
13. Default/Termination of Agreement. City and A ttorney shall have the ri ght to terminate this Agreement without cause by giving fifteen (15) days written notice. However, Atto rney shall not substitute out as Attorney of Record on any matters it may be representing the City without first obtaining written consent from the City, or first obtaining an appropriate Court Order, allowing Attorney to withdraw as counsel of record.
14. Limitations Upon Assignment/Subcontracting. A ttorney agrees that no portion of their performance of Required Services rendered under this Agreement sh all be assigned by Attorney or subcontracted to any other party without prior written authorization and approval of the City.
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
15. Non-Discrimination. A ttorneys covenant there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handi cap, national origin, or ancestry, in any activity pursuant to this Agreement.
16. Time of Essence. Time is of the essence in the performance of this Agreement.
17. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement as herein stated.
18. City Audit. The City is required to complete an annual audit. The Auditors may contact and require some input from Attorney concerning matters Attorney is engaged for the City. Attorney agrees to cooperate, at no charge to the City, for such cooperation or input as may be required.
19. Entire Agreement. This Agre ement represents the parties’ final and mutual understanding.
This Agreement supersedes any previous agreements, oral or written.
20. Modification. This Agreement sh all not be modified or repla ced except by another signed, written Agreement, properly executed by the parties.
21. Waiver. The waiver of any br each or any provision of this Agreement does not waive any other breach of that term, or any other term, in this Agreement.
22. Partial Invalidity. If any part of this Agreement is found for any reason to be unenforceable, all other parts nonetheless shall remain in force.
23. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any action commenced regarding this Agreement shall be filed in the Central Branch of the San Diego Superior Court.
24. Interpretation. This Agreement shall be interpreted as though prepared by both parties.
25. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or lia bility between the City and Attorney survive the termination of this Agreement.
26. Financial Interests. Attorney is deemed to be a “Consultant” for the purposes of the Political Reform Act conflict of interest and disclosure provisions and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Exhibit A, or if none are specified, then as determined by the City Attorney.
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
IN WITNESS WHEREOF, these parties have executed this Agreement on the day and year shown hereinabove.
CITY OF CHULA VISTA
By: ________________________________________________________ Glen R. Googins, City Attorney
A T T O R N E Y
By: ________________________________________________________ Kevin P. Sullivan, Partner
DocuSign Envelope ID: 1ECF9ADB-9AB5-463A-81C5-1715C49CBD04
LSA-On-Call Legal Services- Development Services Department June 23, 2021 Revised date: 5/27/2021
STATEMENT OF ECONOMIC INTERESTS
CITY OF CHULA VISTA
AND
GATZKE DILLON & BALLANCE LLP
Attorney: Kevin P. Sullivan
( X ) Not Applicable. Not a Fair Political Practices Commission (“FPPC”) Filer.
( ) FPPC Filer.
If Attorneys in the performance of its services under this agreement: (1) conduct research and arrives at conclusions with respect to it s rendition of informa tion, advice, recommen dations or counsel independent of the control and direction of the City or of any City official, other than normal contract monitoring; and (2) possesses no aut hority with respect to any City decision beyond the rendition of information, advice, recommendations or counsel, Attorneys should not be designated as an FPPC Filer.
If Attorneys are designated as FPPC filers, specify below which disclosure categories apply:
( ) 1. All investments, sources of income and business positions; ( ) 2. Interests in real property;
( ) 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department; ( ) 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property; ( ) 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vist a to provide services, supplies, materials, machinery or equipment;
( ) 6. Investments and business positions in business entities and sources of income that within the past two years, have contracted with the designated employee’s department to provide services, supplies, materials, machinery or equipment; ( ) 7. List interests in real property within 2 radial miles of Project Property, if any:
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