1978
SPECIAL MEETING AGENDA
CITY OF LA HABRA HEIGHTS
CITY COUNCIL
1245 North Hacienda Road
La Habra Heights, California 90631
4:00 p.m. Regular Business
October 18, 2023
1, Rafferty Wooldridge, as Interim City Manager of the City of La Habra Heights, do hereby call a special meeting of the City Council of the City of La Habra Heights, to be held at the time and place listed above to discuss the matters listed below.
Rafferty Wooldridge, Interim City Manager of the City of La Habra Heights The City of La Habra Heights complies with the Americans with Disabilities Act of 1990.
If you require special assistance to attend or participate in this meeting, please call the City Clerk's office at (562) 694-6302.
Materials related to any items on this agenda submitted to the Council after distribution of the agenda packet are available for public inspection at the City Clerk's Office at 1245 N. Hacienda Road, La Habra Heights, CA 90631 during normal business hours.
PUBLIC COMMENT PROCESS
Each member of the public may speak for a total of five minutes on any action item listed on the agenda. To speak in the Public Comment segment, please complete and deliver a speaker's card to the Clerk prior to the call for public comments. You will be called by name when it is your turn to speak. All Public Comments shall be made in accordance with Section 6 and Section 8 of the City of La Habra Heights Rules of Procedure.
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Should you need to provide written documentation, please give the Clerk a minimum of NINE (9) copies prior to the start of the meeting so the information can be distributed to the Council.
OPENING CEREMONIES
CALL MEETING TO ORDER
ROLL CALL
Norm Zezula, Mayor
Carol Engelhardt, Mayor Pro Tempore
Brian Bergman, Council Member
Dennis Laherty, Council Member
John Pespisa, Council Member
3. FLAG SALUTE
4. PUBLIC COMMENTS ON MATTERS ON THE AGENDA
ADMINISTRATIVE ITEMS
5. CITY ATTORNEY SERVICES AGREEMENT WITH RUTAN & TUCKER, LLP RECOMMENDATION: It is recommended that the City Council authorize the Mayor and Interim City Manager
to execute an agreement with Rutan & Tucker,
LLP for attorney services effective November
13, 2023, and appoint Todd Litfin as City
Attorney.
.. END OF ADMINISTRATIVE ITEMS --
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THAT THE CONVERSATIONS THAT TAKE PLACE FROM THIS POINT FORWARD
MAY BE PRIVATE, ARE NOT PART OF THE PUBLIC MEETING, AND CONSENT OF
ALL PARTIES TO THE CONVERSATION MAY BE REQUIRED PRIOR TO RECORDING.
SPECIAL CITY COUNCIL MEETING AGENDA 2 October 18, 2023
City of La Habra Heights
CITY OF AGENDA REPORT
Meeting Date: October 18, 2023
1978 Agenda Item # 5
TO: Honorable Mayor and City Council
FROM: Rafferty Wooldridge, Interim City Manager u
SUBJECT: CITY ATTORNEY SERVICES AGREEMENT WITH RUTAN &
TUCKER, LLP
BACKGROUND
On October 12, 2023 the Council accepted the resignation of the City Attorney. A Council ad hoc committee has interviewed two attorney firms to provide city attorney services, and engaged Rutan & Tucker, LLP for attorney services for the City of La Habra Heights. As part of that process a draft agreement for attorney services has been prepared for the Council's consideration.
Rutan & Tucker, LLP have proposed Todd Litfin to act as the City Attorney and Deputy City Attorney services will be provided by other attorneys at the firm as deemed necessary.
FISCAL IMPACT
City attorney services are currently budgeted in the City's FY 2023/24 Annual Operating • The draft agreement for attorney services includes hourly rates of $270 general city attorney services, $300 specialized legal services.
RECOMMENDATION
It is recommended that the City Council authorize the Mayor and Interim City Manager to execute an agreement with Rutan & Tucker LLP for attorney services effective November 13, 2023, and appoint Todd Litfin as City Attorney.
ATTACHMENT
1. Draft Agreement for City Attorney Services
ATTACHMENT 1
AGREEMENT FOR THE PROVISION OF ATTORNEY SERVICES TO
THE CITY OF LA HABRA HEIGHTS, CALIFORNIA
THIS AGREEMENT ("Agreement") is made and entered into this day of , 2023 ("Effective Date"), by and between the City of La Habra Heights, a California municipal corporation (the "City"), and Rutan & Tucker LLP, a California limited liability partnership ("Attorney") (collectively, the "Parties").
RECITALS
WHEREAS, the City has completed a search for successor legal services as City Attorney and approved the hiring of Todd Litfin of the firm of Rutan & Tucker as City Attorney.
COVENANTS
Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Attorney hereby agree as follows:
ARTICLE 1 APPOINTMENT OF CITY ATTORNEY
1.1 City Attorney. Pursuant to Government Code Section 36505, City Council of City hereby appoints Attorney to provide contract city attorney services for City. City hereby agrees to engage the services of Attorney to act as the City's legal representative on behalf of the City.
The City appoints Todd Litfin as City Attorney. It is understood and agreed that the City Attorney shall attend those regular and special City Council meetings either in person, by electronic communication or as otherwise established on a case-by-case basis. In those rare instances City Attorney is unable to attend due to unusual circumstances the City Attorney may appoint (after consulting with the City a substitute member of Rutan Tucker.
1.2 Deputy City Attorneys. Other attorneys from Rutan & Tucker may also perform legal work on behalf of the City as deemed necessary by the City Attorney after consultation with City.
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ARTICLE 2 RESPONSIBILITIES OF ATTORNEY
2.1 Attorney Responsibilities. Attorney shall perform all work necessary for the provision of City Attorney services to City, including General City Attorney Services and Specialized Legal Services. City has specifically chosen Todd Litfin who has agreed with minor exceptions to personally perform all services undertaken hereunder. City acknowledges that attorney Patrick Munoz will be the City Attorney choice for handling the City negotiations as to Refuse Handling services.
2.2 Manner of Attendance: City has determined that if, based on proposed meeting content to be feasible, meeting attendance may be electronic in nature in the form and frequency as directed by City.
2.3 General City Attorney Services. "General City Attorney Services" includes the provision of legal services required by the City, including but not limited to:
• attendance at meetings of the City Council and other City commission and advisory board meetings as requested by the City Council; • attendance at City management staff meetings and other routine meetings as requested by the City Council or City Manager;
• consultation with City Councilmembers and City management on legal issues as requested;
review of public meeting agendas, agenda submittals, and minutes of City Council meetings;
provision of legal advice pertaining to the Brown Act, Conflict of Interest requirements, the Public Records Act, and other laws relating to government law, procedures, and transparency;
• review and approval of contracts including public works, consultant, supply, service and inter-agency agreements, real estate documents, deeds and other instruments;
• general review and advice on personnel matters;
• advice on land use matters including permits and other entitlements; 539/099999-0074
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• compliance with environmental laws including the California Environmental Quality Act;
• monitoring and review of proposed and enacted legislation affecting the City;
the preparation or review of ordinances and resolutions; • code enforcement (including assistance with any related receiverships); City Attorney acknowledges that City intends to, wherever possible and advisable to use special counsel for code enforcement purposes; • the issuance of legal opinions and other legal advice as necessary during the day-to-day operations of the City; and
• monitoring the activities of any non-Rutan & Tucker special counsel retained by the City.
2.4 Specialized Legal Services. "Specialized Legal Services" includes:
• matters of extended duration and time-consuming nature including:
litigation services on matters filed either by or against the City in a federal or state court or with an arbitrator as required or agreed to by the parties. It is a material consideration that City Attorney personally handle matters pertaining to threatened or commenced litigation it being City's view that such matters require evaluation at the earliest possible opportunity to forestall or end litigation before or early on in its life; contested administrative matters before other governmental agencies (e.g., Department of Industrial Relations, Regional Water Quality Control Board, ...);
substantial work (such as disincorporation, legal restructuring, or other transformational work) related to separate legal entities related to the City.
General legal work and day to day operational legal questions pertaining to such entities shall be covered under General City Attorney Services; • franchise agreements with third parties such as the solid waste franchise agreement; and
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• matters pertaining to the presence and operation of oil and gas wells within City.
Prior to classification of a matter as Specialized Legal Services, the City shall have the opportunity to determine in advance whether a given matter falls within the provision of Specialized Legal Services.
2.5 Qualifications. Attorney represents the tasks and serviees required herein will, to the greatest extent possible, be performed by Attorney, or under his direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable state and local law to perform such tasks and services.
2.6 Limitation On Subcontracting Work. Attorney shall not subcontract any portion of the work required herein without prior written approval of City; provided, however, that Attorney shall be authorized to retain on behalf of City expert witnesses for litigation matters and other non- legal subcontractors as may be necessary to enable Attorney to perform the required services required hereunder. Retention of any expert witness or other subcontractors costing more than $5,000.00 shall require prior consent of the City.
2.7 Performance Of Work. Attorney shall perform all work required hereunder in a prompt and professional manner and shall exercise the standards of care required for the provision of legal services. Upon request or in accordance with such procedures as City may establish from time to time, Attorney shall periodically report to City regarding the status of all legal matters being handled by Attorney
2.8 Compliance With Law. Attorney shall comply with all applicable federal, state and local laws, ordinances, and regulations.
2.9 Conflicts of Interest. The above provisions notwithstanding, Attorney shall not represent any party before the City Council of City, any of City's commissions, boards, or committees. Nor shall Attorney represent any party in any litigation when City is an adverse party in such litigation.
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ARTICLE 3 RESPONSIBILITIES OF CITY
3.1 City Responsibilities. City shall provide full information to Attorney and cooperate with Attorney to the extent necessary to enable Attorney to provide all services required pursuant to this Agreement.
ARTICLE 4 PAYMENT
4.1 General City Attorney Services. City defers establishing a fixed retainer for General Services pending sufficient passage of time to best estimate what such a reasonable sum should be. City shall compensate Attorney for General City Attorney Services at the rate of $270 per hour.
4.2 Specialized Legal Services. City shall compensate Attorney for Specialized Legal Services at $300 per hour. Certain matters for which the City is reimbursed by third parties (such as is typically done for franchise agreements) may be billed at Attorney's standard design rate in effect at such time.
4.3 Bond Services. For services rendered by Attorney acting as Bond Counsel, the City hereby agrees to pay the standard hourly design rates for Rutan & Tucker attorneys who perform bond services, subject to any maximum amount of payment for bond services agreed upon by Attorney and the City as part of any bond issuance. In no event shall Attorney be paid based on a percentage of a bond issuance, nor shall Attorney be paid additional contingent compensation based on whether and under what terms the City enters into a separate contract for a bond issuance.
4.4 Reimbursable Costs. In addition to its billing for attorney services, Attorney shall be paid for all its reimbursable costs. As used herein, the term "reimbursable costs" shall include the following: charges for any expert witnesses, consultants or subcontractors authorized to be retained by Attorney on behalf of City; long distance telephone charges (excluding telephone calls between Attorney's office and City Hall); reasonable travel expenses (excluding travel between Attorney office and City Hall); document reproduction expenses; telecopier charges; mobile internet connection charges; computerized research charges; litigation expenses, including without limitation court filing fees, court reporter's fees, jury fees, witness fees, and the like; personal messenger service charges; and other reasonable and necessary out-of-pocket expenses. The term 539/099999-0074
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"reimbursable costs" shall not include any overhead or administrative charge relating to the Attorney's office or Attorney's normal cost of equipment and supplies except as expressly set forth herein.
4.5 Billing. Attorney shall bill City monthly for services performed pursuant to this Agreement. Attorney shall establish such separate billing matters as deemed appropriate by City and consistent with this Agreement. Each bill shall be itemized and shall reflect the date each task is performed, the amount of time spent performing each task, a brief description of the task performed, the identity of the Attorney performing each task, and the total monthly charge.
Reimbursable costs shall be separately itemized. City shall pay all fees and reimbursable costs due to Attorney within 30 days after receipt of invoice
4.6 Review. City and Attorney agree that before November 1 of each ealendar year commencing November 1, 2024, City Council shall review and evaluate Attorney's performance.
It shall be the City Attorney's responsibility to initiate this review each year. Provided that a majority of the City Council deems the outcome of the evaluation to be positive, the rates of compensation set forth herein may increase the lesser of two percent (2%) or the percentage change in the Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach-Anaheim area, or similar index that specifically covers the City for the 12-month period ending January 1st of the same calendar year. However, nothing herein prevents City and Attorney from mutually agreeing to the modification of the rates herein.
ARTICLE 5 INDEPENDENT CONTRACTOR
5.1 Independent Contractor. The City Attorney and Assistant City Attorney shall be directly responsible and shall report to the City Council in accordance with applicable California law. Otherwise, Attorney is an independent contractor and not an employee of City and neither City nor any of its employees shall have any control over the conduct of Attorney or any of Attorney's employees, except as herein set forth, and Attorney expressly warrants not to, at any time or in any manner, represent that Attorney, or any of Attorney's agents, servants, or employees, are in any manner agents, servants, or employees of City, it being distinctly understood that said Attorney is and shall at all times remain as to City a wholly independent contractor and that Attorney's obligations to City are solely such as are prescribed by this Agreement. 539/099999-0074
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ARTICLE 6 TERMINATION
6.1 Term. The Term of this Agreement shall commence on the Effective Date and shall continue thereafter unless terminated by either party hereto pursuant to the terms of this Agreement. City may discharge Attorney at any time by written notice to Attorney. Attorney may withdraw at any time except to the extent it is precluded from doing so by the California Rules of Professional Conduct or by a tribunal before which a matter is pending. Upon termination of this Agreement, the firm of Rutan & Tucker shall cooperate in all transitional services that may be required for a reasonable period of time and shall comply with all obligations required of it pursuant to the State Bar Act in connection with such termination and the transition to replacement counsel. Attorney shall be compensated for its costs and services rendered through the effective date of such termination.
ARTICLE 7 MISCELLANEOUS
7.1 Notices. Any notice to be given under this Agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed to Attorney at Rutan & Tucker, LLP, 611 Anton Boulevard, Suite 1400, Costa Mesa, California, 92626, Attention: Todd Litfin, and to City at La Habra Heights, 1245 N.
Hacienda Road, La Habra Heights, CA 90631 Attention: City Manager.
7.2 Non-Discrimination. In connection with the execution of this Agreement, Attorney shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin. Attorney shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, or national origin. Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
7.3 Interpretation of Agreement. This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California.
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7.4 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. No prior oral or written understanding shall be of any force of effect with respect to those matters covered in this Agreement.
7.5 Amendment. This Agreement shall only be amended by a written agreement executed by the Parties.
Non-Liability.
7.6 No Liability. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
7.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.
7.8 Insurance and Indemnification
a) Insurance. Attorney maintains the following insurance policies: General Liability, Professional Liability (Malpractice), Hired Automobile Excess Liability, and Workers' Compensation and Employers Liability insurance. Attorney shall provide City with documentation concerning the existence and amount of insurance upon City request. b) Indemnification of Attorney. City agrees that Attorney shall be treated as an "employee" solely for the purposes of Government Code sections 995-996.6, and shall provide a defense and indemnity of Attorney pursuant to the provisions of the Government Code.
Indemnification of City. Attorney agrees to indemnify City and its officers, agents and employees against, and to hold and save them harmless from, any and all actions, claims, damages, persons or property, penalties, obligations, or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the willful or negligent act, errors or omissions of Attorney, its agents, employees, or subcontractors, in performance of services under this Agreement: provided, however, that City 539/099999-0074
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agrees that the indemnification provision in this subsection shall not apply if the Attorney's insurance coverage is invalidated for any circumstance which may arise to which this provision may apply. Without limiting the generality of the foregoing, the obligations undertaken by Attorney in this indemnification provision do not impair Attorney's ability to assert defenses of contributory or comparative negligence, or other defenses otherwise applicable in professional negligence or negligent supervision claims.
DRAFT
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed with all the formalities required by law on the date first written above.
CITY
City of La Habra Heights:
City Manager
Attest:
City Clerk
Approved as to Form:
Special Legal Counsel
ATTORNEY
Rutan & Tucker, LLP:
Todd Litfin, Esq.
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