LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
LEGAL SERVICES AGREEMENT
CITY OF CHULA VISTA
AND
CHRISTENSEN & SPATH, LLP
This Legal Services Agreement (“Agreement”) is entered into July 1, 2024 (“Effective Date”), by and between the City of Chula Vista (“City”) and Christensen & Spath, 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 shall cover services rendered from July 1, 2024 until June 30, 2027.
1.1 Option to Extend . City has the option to extend this Agreement for two additional one-year terms. If the City exercises an option to extend, such extension shall be on the same terms and conditions contained herein. The City shall give written notice to Attorney of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document.
2. Services to be Provided . The services to be performed by Attorney shall consist of the performance of any and all tasks and services reasonably 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 related to affordable housing matters, including interpretation of City and Housing Authority agreements and assistance drafting documents (collectively, the “Required Services”).
3. Compensation - Attorney shall be compensated for performance of the Requ ired Services as follows:
3.1 Amount. The total amount of service and costs to be paid under this Agreement shall not exceed $300,000 for the July 1, 2024 to June 30, 2027 term without the express written authorization of the City prior to work or services performed. The total amount of service and costs to be paid under this Agreement shall not exceed $100,000 for each optional one-year extension term 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 t hirty (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 any Required Services . Additionally, Attorn ey shall
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
obtain advance approval of any changes to the individual attorneys performing any Required Services.
The City shall compensate Attorney for the Required Services satisfactorily performed and approved at the following hourly rates (which shall be increased on July 1, 2025 and July 1, 2026 as reflected below):
July 1, 2024 July 1, 2025 July 1, 2026
Partners/Sr. of Counsel Attorneys $325/hour $341/hour $358/hour Associates $285/hour $299/hour $314/hour
Paralegals $175/hour $184/hour $193/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 provide City with a detailed invoice for the Required Services performed each month, within thirty (30) days of the end of the month in which the Required Services were performed. Invoicing shall begin on the first of the m onth following 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, billing rate, basis for calculation of all fees and costs, total fees and costs incurred, total amount paid and balance remaining. All invoices 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 block 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 , and necessary out of pocket exp enses 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.
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
c) Travel/Mileage at the current federal per mile rate. Any tr avel fees incurred outside of San Diego County must be authorized and approved in advance of the City.
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 any additional charges incurred due to “rush ” deliveries or “late” charges, unless such expenses are approved in writing and 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 sub mit 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 acc eptable 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 required 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 return receipt requested, given to the City. If the Attorney maintains higher limits than the minimums stated above, the City requires and shall be entitled to coverage for the higher limits maintained by the Attorney.
Said insurance policy shall be written on a policy form coverage specifically designed to protect against negligent acts and errors or omissions of Attorney. Any deductibles or self -insured retentions must be declared to and approved by the City. The City may require Attorney to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the deductible or retention.
Attorney shall, within ten (10) days after entering into this Agreement, and before commencing or performing any services under the Agreement, deposit 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 fifteen (15) days prior to expiration and submit to the
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
City at least ten (10) days prior to expiration. Any delay in submission of current Certificates of Insurance may result in a delay of payment.
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 a n 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 noted 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 Agreement by Attorney, Attorney’s agents, officers, employees, sub - contractors, or independent contractors of Attorney, except where the loss 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, Attorney 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 public 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 Professional 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
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
conflicts of interest or the appearance of a conf lict 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.
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 applicable laws, ordinances, 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 immediately advi se City of any significant 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 trial 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 ad dress with the applicable Courts on any matters that Attorney is representing the City.
a. Address of Attorney is as follows:
Walter F. Spath III, Esq.
Christensen & Spath LLP
401 West A Street, Suite 2250
San Diego, CA 92101
[email protected]
b. Address of City is as follows:
City of Chula Vista Attorney’s Office
ATTN: Law Office Manager
276 Fourth Avenue
Chula Vista, CA 91910
[email protected]
13. Default/Termination of Agreement. City and Attorney shall have the right to terminate this Agreement without cause by giving fifteen (15) days written notice. However, Attorney 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.
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
14. Limitations Upon Assignment/Subcontracting . Attorney agrees that no portion of their performance o f Required Servic es rendered under this Agreement shall be assigned by Attorney or subcontracted to any other party without prior written authorization and approval of the City.
15. Non-Discrimination. Attorneys covenant there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, 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 Agreement represents the parties’ final and mutual understandi ng.
This Agreement supersedes any previous agreements, oral or written.
20. Modification. This Agreement shall not be modified or replaced except by another signed, written Agreement, properly executed by the parties.
21. Waiver. The waiver of any breac h 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 liability 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.
27. Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $250 within the previous twelve months, and for
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. In order to assure co mpliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit B, incorporated into the Agreement by this reference.
28. Electronic Signatures. Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. C iv. Code §§ 1633.1 to 1633.17) as amended from time to time
SIGNATURES
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor/Service Provider agree that they have read and understood all the terms and conditions of the Agreement, that they fully agree and consent to be bound by same, and that they are freely entering into this Agreement as of the Effective Date.
CITY OF CHULA VISTA
By: ________________________________________________________ Marco A. Verdugo
City Attorney
ATTORNEY
By: ________________________________________________________ Walter Spath
Partner
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
EXHIBIT A
STATEMENT OF ECONOMIC INTERESTS
Attorney: Christensen & Spath, LLC
( X ) Not Applicable. Not a Fair Political Practices Commission (“FPPC”) Filer.
( ) FPPC Filer.
If Attorney in the performance of its services under this agreement: (1) conducts research and arrives at conclusions with respect to its rendition of information, advice, recommendations , 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 authority with respect to any City decision beyond the rendition of information, advice, recommendations, or counsel, Attorney should not be designated as an FPPC Filer.
If Attorney is designated as FPPC filer, specify below which disclosure categories apply:
( ) 1. All investments, sources of income, and business positions; ( ) 2. Interests in real property located in the City of Chula Vista; ( ) 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of a City department; ( ) 4. Investments, business positions in business entities, and sources of income that engage in land development, construction, or the acquisition or sale of real property within the jurisdiction of the City of Chula Vista;
( ) 5. Investments and business positions in business entities that, within the past two years, have provided leased facilities, services, supplies, materials, machinery or equipment to the City of Chula Vista; or income from sources that provide leased facilities, goods, equipment, vehicles, machinery or services (including training or consultant services) of the type utilized by the City;
( ) 6. Investments and business positions in business entities that, within the past two years, have provided lea sed facilities, services, supplies, materials, machinery or equipment to a City department; or income from sources that provide leased facilities, goods, equipment, vehicles, machinery or services (including training or consultant services) of the type uti lized by a City department;
( ) 7. Investments, business positions in business entities, and sources of income that, within the past two years, have received grants or other monies from or through the City of Chula Vista.
LSA-CHRISTENSEN & SPATH July 1, 2024 Revised date: 3/20/2024
EXHIBIT B
LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer 1 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract . The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract . The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
☐ A. The Levine Act DOES NOT apply to this Agreement.
☒ B. The Levine Act does apply to this Agreement and the required disclosure is as follows:
Current Officers can be located on the City of Chula Vista’s websites below:
Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us Planning Commissioners – www.chulavistaca.gov/pc
Candidate for Elected Office – www.chulavistaca.gov/elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $250 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): N/A
NO: ☒
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $250 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): N/A
NO: ☒
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement . However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement.
1 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308