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LSA- On-Call Legal Services- Development Services Department June23, 2021 Reviseddate: 5/27/2021 ACN 2024- 274
LEGAL SERVICES AGREEMENT
CITY OF CHULA VISTA
AND
GATZKE DILLON & BALANCE LLP
This Legal Services Agreement (“ Agreement”) is entered into December 1, 2024 (“ Effective Date”), by andbetweenthe City of Chula Vista (“City”) andGatzke Dillon & BalanceLLP (“Attorney”).
RECITAL
Attorney representsit 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 the first communication betweenthe City and Attorney until one-year after the Effective Date. Notwithstanding the original term above, the City has the option to extend the term of this Agreement for up to four ( 4) one-year increments. The City Attorney shall be authorized to exercise the options to extend. If City exercises an option to extend, each extension shall be on the same terms and conditions herein unless otherwise amendedin a written amendmentbetweenthe 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 reasonably required to advise, assist, and fully and competently representthe City in all legal matterspresentedto Attorney and on any mattersin 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 representationon 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 $ 350, 000 without the express written authorization of the City prior to work or services performed. Any amountsincurred beyond that amount that were not so approved in writing, are subject to non- payment.
Prior to commencing services under this Agreement, Attorney shall obtain advance approval of the individual attorneys who will be performing any Required Services. Additionally, Attorney shall obtain advance approval of any changes to the individual attorneys performing any Required Services.
The City shall compensateAttorney for the Required Servicessatisfactorily performed and approved at the following hourly rates:
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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 compensationshall be the sole and total remuneration for servicesrendered 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 month following the Effective Date of the Agreement. All chargesmust be presentedin a line item format and in a manner such that eachtask 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 pageof the invoice, the original estimatedbudget, and all subsequentlyrevised 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 acceptand 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 unlessthe City hasexpressly authorized in writing the useof 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 Paymentto Attorney. Upon receipt of a properly preparedinvoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed by Attorney, City agrees to pay Attorney for the approved amountswithin thirty ( 30) days.
3.4 Reimbursementsfor Expenses. Attorney shall keep accuraterecords 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 expenses incurred by Attorney in performing any servicesunder this Agreement asfollows:
a) Photocopying chargesat 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.
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LSA- On-Call Legal Services- Development Services Department June23, 2021 Reviseddate: 5/27/2021 ACN 2024- 274
d) Statutory Fees, Witness fees, Reportersfees, Stenographictranscription, jury fees and the cost of serving process actually incurred by Attorney. e) Attorney may seek reimbursement for any actual, reasonable and necessary expensesincurred 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 expensesare approved in writing and in advanceby 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 submit a monthly summary of expenses, along with all supporting receipts, within thirty ( 30) days of the expensebeing 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 expressauthorization 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 coveragein an amount not lessthan two million dollars ($2,000,000.00) per occurrenceand four million dollars ($ 4,000, 000. 00) aggregate. The City reserves the right to require insurance for a higher coveragethan the minimum limits noted above. All insurancecarriers 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, reducedin 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 provide coverage to the City for any damages or losses suffered by the City as a result of any error or omission, or neglect 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 excessof Twenty- Five 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, deposit with the City Attorney, a Certific ate of Insurance certifying that all insurance required herein 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 Insuranceat least fifteen ( 15) days prior to expiration and submit to the City at least ten ( 10) days prior to expiration. Any delay in submission of current Certificates of Insurancemay result in a delay of payment.
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LSA- On-Call Legal Services- Development Services Department June23, 2021 Reviseddate: 5/27/2021 ACN 2024- 274
Attorney shall not commenceany work under this Agreement until Attorney hasobtained and submitted all City approved insurance.
All insurancerequired shall be carried only by responsibleinsurancecompanieslicensed 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 excessover suchinsurance. Attorney shall furnish the City with copiesof 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 agreesto notify the City in the eventthat the limits shall fall below the coveragestated above or if the insurance policies noted here are allowed to lapse and substitute insurance is, or is not, obtained.
5. Indemnification. Attorney agreesto 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 damagesof 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 negligenceor willful misconduct of the City.
6. City Agent. The City Attorney, for the purposesof 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 compensationtaxes, and any other taxes for employees.
8. Conflict of Interest. Attorney representsthat they presently have no material financial interest other than that which may be held by the general public and shall not acquire any i nterest, direct or indirect, in any contract or decision madeon behalf of the City which may be affected by the servicesto 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 employeesacquire 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 representclients before any board, commission, committ eeor agencyof the City or represent any client with interests adverse to the City. Furthermore, Attorney shall at all times avoid conflicts of interest or the appearanceof a conflict of interest in performance of this Agreement.
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Attorney shall immediately notify the City Attorney of any circumstances, or changeof circumstances, that may provide for the potential for a conflict of interest, or actual conflict of interest.
9. Non-Liability of Officials/ Employeesof the City. No official or employeeof 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 agreesto abide by all ethical and moral standards as represented by the Rules of Professional Conduct as applied to the California StateBar.
11. Work Product. All documents, or other information developedor 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 advise 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 advanceof filing and with adequatetime 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 datesupon first notification to Attorney of suchdates.
All noticesshall bepersonally delivered or mailed, via first classmail, 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) daysof the date of any changeof addressand agreeto keep an updatedaddress 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 asfollows:
Marco A. Verdugo
City of Chula Vista Attorney’ s Office
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 substituteout asAttorney of Recordon any mattersit may berepresentingthe City without first obtaining written consent from the City, or first obtaining an appropriate Court Order, allowing Attorney to withdraw ascounsel of record.
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14. Limitations Upon Assignment/Subcontracting. Attorney agrees that no portion of their performance of Required Services 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 executethis Agreement asherein 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 chargeto the City, for such cooperation or input asmay be required.
19. Entire Agreement. This Agreement representsthe parties’ final and mutual understanding.
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 executedby the parties.
21. Waiver. The waiver of any breach 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 nonethelessshall remain in force.
23. Governing Law. This Agreement shall be interpreted and construed in accordancewith 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 asthough preparedby 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 deemedto be a “Consultant” for the purposesof the Political Reform Act conflict of interest and disclosure provisions and shall report economic interests to the City Clerk on the required Statementof 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 agencyofficers from participating in any action related to a contract if suchofficer receives political contributions totaling more than $ 250 within the previous twelve months, and for Docusign Envelope ID: E9AB0DE0- 5EFC- 4E47- A44C- 4E901A8E9668 age 7 of 9
LSA- On-Call Legal Services- Development Services Department June23, 2021 Reviseddate: 5/27/2021 ACN 2024- 274
twelve months following thedatea final decision concerning the contract hasbeenmade, from theperson 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 compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit B, incorporated into the Agreement by this reference.
IN WITNESS WHEREOF, theseparties have executedthis Agreement on the day and year shown hereinabove.
CITY OF CHULA VISTA
By: ________________________________________________________ Marco A. Verdugo, City Attorney
ATTORNEY
By: ________________________________________________________ Kevin P. Sullivan, Partner
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LSA- On-Call Legal Services- Development Services Department June23, 2021 Reviseddate: 5/27/2021 ACN 2024- 274
STATEMENT OF ECONOMIC INTERESTS
CITY OF CHULA VISTA
AND
GATZKE DILLON & BALLANCE LLP
Attorney: Kevin P. Sullivan
X ) Not Applicable. Not a Fair Political PracticesCommission (“FPPC”) Filer.
FPPC Filer.
If Attorneys in the performance of its servicesunder this agreement: (1) conduct researchand 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 decisio n beyond the rendition of information, advice, recommendationsor counsel, Attorneys should not be designatedasan FPPCFiler.
If Attorneys are designatedasFPPC filers, specify below which disclosure categoriesapply:
1. All investments, sourcesof income and businesspositions;
2. Interestsin 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. Investmentsand businesspositions in businessentities and sourcesof income that engagein land development, construction or the acquisition or saleof 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 Vista to provide services, supplies, materials, machinery or equipment;
6. Investmentsand businesspositions in businessentities and sourcesof 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 interestsin real property within 2 radial miles of Project Property, if any:
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EXHIBIT B
LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer1 (“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 thedatea final decision concerning the contract hasbeenmade, 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 doesapply to this Agreement and the required disclosure is asfollows:
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
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