1 AGREEMENT FOR LEGAL SERVICES
CITY of COTATI
This Agreement for Legal Services is made and entered into for reference purposes on this 27th day of February 2024 by and between Redwood Public Law, LLP, a limited liability partnership (“Redwood”) and the City of Cotati (“City”).
1. Legal Services to be Provided
The City hires Redwood to provide legal services as City Attorney of the City of Cotati and General Counsel for the Successor Agency to the Cotati Community Redevelopment Agency. Such legal services, and the compensation therefor, shall include:
A. General or Routine Legal Services:
General or routine legal services shall include the following:
• Attending regular City Council meetings
• Attending special City Council meetings, if requested • Attending Planning Commission meetings, if requested
• Providing routine legal advice and guidance to the City Council, the City Manager and staff
• Preparing or reviewing routine agendas, ordinances, staff reports, resolutions, agreements, and other similar routine legal documents as requested by staff
• Providing updates on new legislation and case law which could significantly affect the City
• Handling routine Public Records Act requests
• Providing advice on conflicts of interest, whether relating to the Political Reform Act or other areas
• Providing advice on the Brown Act, the Tort Claims Act, and other laws unique to public entities
These services shall be covered by a monthly retainer of $7,720, plus costs. To assure fairness to both the City and Redwood, the City Manager or designee and the City Attorney may review the retainer and, if appropriate, it shall be adjusted by mutual agreement.
2 B. Non-routine legal services
Services outside the scope of the retainer will be billed between $330 and $470 an hour plus costs, depending on the nature and complexity of the matter and attorney handling the matter. In this regard the rate for these services for John Bakker is $470 an hour. Services outside the retainer include non-routine matters such as litigation; labor and employment; construction disputes which may lead to litigation; successor agency matters; affordable housing matters; complex code enforcement; telecommunications; non-routine land use, CEQA or environmental issues; formation of financing mechanisms (such as assessment districts bond issuances) and related work; issues relating to enterprise funds or which can be paid with monies other than from the general fund; atypical election issues (such as responding to citizen-initiated referenda or initiatives); work related to Public/Private Partnership projects; other matters mutually agreed upon by City Manager and City Attorney.
Non-routine legal services will be as requested or approved by the City Council, the City Manager, or his/her designee
Legal services for which the City can be reimbursed by third parties shall be billed at the rate of $460 an hour for all attorneys plus costs.
All rates shall be adjusted at the beginning of each calendar year, commencing January 1, 2025, pursuant to the Consumer Price Index, CPI-U published by the U.S.
Department of Labor Statistics for U.S. City Average all items, not seasonably adjusted, rounded up to the nearest five dollars per hour. However, such adjustment shall be no less than 2.5 percent and no more than 5 percent annually.
2. Term of Agreement
This Agreement shall be operative as of March 15, 2024.
3. Staffing Assignments
John Bakker shall be assigned as City Attorney and shall be primarily responsible for the provision of legal services to the City. Other attorneys and legal assistants shall be utilized where necessary to assist in providing legal services as is appropriate for their level of experience.
4. Costs and Expenses
Redwood shall bill the City and be reimbursed monthly for overhead costs incurred (administrative fee) at 6% of legal fees in lieu of individual charges for normal duplicating, long distance telephone, express mail, postage, messenger services, computer research, and the like. Cotati shall not be charged for travel time for regular meetings with Council or staff.
The City shall reimburse Redwood for the actual costs incurred by outside vendors working directly on the case/matter, such as court costs, including filing fees, witness fees, experts and depositions and discovery costs not directly paid by the City. 3 5. Monthly Billing
Redwood shall keep a record of time spent on all matters (retainer and non retainer) in increments of one-tenth (0.1) of an hour. Each task shall be distinctly and completely identified. The billing entry must contain the name or initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took and the fee. Invoices shall be submitted electronically.
Redwood shall submit all invoices no later than the last day of the month following the month in which services were performed and actual costs incurred.
6. Joint Representation/Of Counsel
Redwood maintains of-counsel agreements with certain attorneys who are deemed independent contractors under the applicable provisions of the tax laws. They are not considered employees of Redwood. The arrangement has no effect whatsoever on the cost of your legal services. It is merely an ethical requirement that we disclose this fact and that you consent. The City is consenting by signing this Agreement.
7. Insurance
During the term of this engagement, Redwood shall take out and maintain the following insurances:
• General liability and property damage insurance in the minimum amount of $1,000,000 per occurrence and $2,000,000 aggregate;
• Professional errors and omissions insurance, not below $2,000,000 per occurrence and $5,000,000 aggregate; and
• Insurance policies may not be canceled or limits of liability reduced unless Redwood provides the City with at least ten days advance written notice.
8. No Guarantee of Outcome
Any comments made by us about the potential outcome of the matters are expressions of opinion only and are not guarantees or promises about any outcome or results.
9. Professional Standing
Redwood's lawyers working with the City shall, at all times, be members in good standing of the State Bar of California and shall conduct themselves in full compliance with the standards of Professional Conduct of the State Bar.
10. Nondiscrimination
Redwood shall not discriminate on the basis of race, religion, color, creed, national origin, gender, sexual orientation, marital status, age, physical or mental disability, legally protected medical condition, veteran status, or any other basis protected by state or federal laws.
4 11. Independent Contractor
Firm acknowledges, represents and warrants that Firm is not a regular or temporary employee, joint venture or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. Neither the City, nor any of its employees, shall have any control over the manner, mode, or means by which Redwood, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. The City shall have no voice in the selection, discharge, supervision or control of Redwood's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. As an independent Contractor, Firm shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Firm's sole responsibility.
12. Withholding Of Taxes
Redwood recognizes and understands that it will receive an IRS 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Redwood hereby promises and agrees to indemnify the City for any damages or expenses, including attorney's fees, and legal expenses, incurred by the City as a result of independent contractor's failure to make such required payments. At the City's request, Redwood shall provide proof of required tax payments.
13. Agreement to Waive Right to Benefits
Redwood agrees that it is an independent contractor and no employee-employer, partnership, joint venture, or agency relationship exists between the contractor and the city. Redwood enters into this agreement and will remain throughout the term of the agreement as an independent contractor. Redwood agrees that it is not and will not become an employee, partner, agent or principal of the city while this agreement is in effect solely because of the existence of this agreement. Redwood agrees that neither it nor any of its employees, partners, agents, or principles is entitled to the rights and benefits of city employees, including disability or unemployment insurance, workers compensation, medical insurance, sick leave, retirement, or any other employment benefit including benefits under California public employees retirement system, and hereby ways any right that may exist. Redwood is responsible for providing, at its own expense, disability or unemployment and other insurance, workers compensation, training, permits and licenses for Redwoods employees and subcontractors.
14. Non-Exclusivity
Redwood is not required to perform services exclusively for the City, and, subject to any applicable conflict of interest laws, rules, or procedures of City, may perform services for any other person or entity, provided other services do not interfere with the services Redwood has agreed to provide under this agreement. In the event that Redwood's representation of or work with another person or entity raises a potential conflict of interest, Finn agrees that it will not undertake such representation or work 5 without the express prior written consent of the City.
15. Governing Law And Venue
This Agreement shall be governed under the laws of the State of California. The County of Sonoma shall be the venue for any litigation between the City and Redwood arising out of this Agreement.
16. Severability
Should any part of this Agreement be declared by a final decision of a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the excised portion, can be reasonably interpreted to give effect to the intentions of the parties.
17. Entire Agreement; Full Understanding; Modifications in Writing This Agreement contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing.
18. Termination
This Agreement may be terminated, with or without cause, by Redwood at any time upon thirty (30) days written notice to the City, and by the City upon thirty (30) days written notice to Redwood. In the event of termination, City shall be responsible only for fees and costs incurred through the effective date of the termination.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date and year first written above.
CITY OF COTATI
By: ____________________________
Damien O’Bid
City Manager
REDWOOD PUBLIC LAW, LLP
By: _______________________________
John D. Bakker
Partner
6 ATTACHMENT 1
STATEMENT OF FEE AND BILLING INFORMATION
The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached.
Professional Fees. Our fees at Redwood for professional legal services are based on the fair value of the services we have rendered. Our attorneys and paralegals maintain time records for each client and matter in order to determine the value of our services according to established hourly rates. The hour rates are based on their years of experience, specialization, training and level of professional attainment. We adjust our rates periodically (usually, beginning of each year) respective to inflation and the increased experience of our professional personnel.
We believe that legal work that does not require more experienced attorneys will be performed—where feasible and in order to keep professional fees within reason—by attorneys with lower billing rates. With this in mind, we still believe that quality of our work is no less paramount—and therefore we do not sacrifice quality for the sake of economy.
Prior to any services being rendered, we will gladly provide our client with a fee estimate to the extent possible, if requested. In some instances, we cannot provide estimates, given that the scope of our professional legal services will not be clear from the outset. When a fee estimate is given, please keep in mind that the amount quoted is merely an estimate and may not reflect the actual minimum or maximum fee quotation.
The actual fee may be more or less than the quoted estimate.
Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement, Redwood will send invoices monthly. Invoices for outside services exceeding $100 may be billed separately. In some cases, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing.
Our invoices contain a brief narrative description of the work performed— including, if requested, the initials of the attorney who performed the work on the invoice. The invoice will also include a line item reflecting in-house administrative costs.
Redwood’s in-house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. We have determined that the most effective method of accounting for these administrative costs is to charge a flat 6% of the professional fees incurred.
Redwood will be reimbursed for all outside services incurred in the course of providing legal services to our client(s). Outside services will include, but are not limited to, all third-party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. Such charges shall be invoiced at 7 our cost without additional markup.
Late Payments. Redwood sends statements on a monthly basis for services and they are payable upon presentation within thirty (30) days after receipt. We do understand that occasionally a client has difficulty in making timely payments and as such in order to avoid burdening those clients who pay their statements promptly with the added costs, we will incur and assess a late charge on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we are required to institute legal proceedings to collect fees and costs, we will incur any additional reasonable attorneys' fees and other costs in the course of our collection to the prevailing parties. We also reserve the right to access retainer funds to cover late payments as noted above. If you have any questions regarding an invoice, our staff is available to answer your questions. For any unresolved matters, the Bar Association has an arbitration mechanism that can be used to resolve such matters.