CITY OF LAGUNA NIGUEL
CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Tamara S. Letourneau, City Manager
DATE: November 1, 2022
SUBJECT: Special Counsel Legal Services Agreement with Richards, Watson, and Gershon
RECOMMENDATION
Staff recommends that the City Council approve the agreement for special legal counsel with Richards, Watson, and Gershon.
BACKGROUND
The City Attorney is the City's chief legal officer and is responsible to the City Council for the proper administration and coordination of all City legal affairs. From time to time, outside legal counsel is obtained to provide expertise and background knowledge to address specific legal issues. The use of outside legal counsel may generate cost savings due to familiarity with ongoing and anticipated litigation and supports Goal 2: Fiscal Sustainability of the City's adopted strategic plan.
ANALYSIS
During the Closed Session City Council meeting on October 18, 2022, the City Council directed staff to prepare a special legal services agreement with Richards, Watson, and Gershon (RWG) (Attachment A). The agreement provides the City with special counsel legal services on matters referred to RWG by the City Manager or City Attorney and accepted by RWG. Approval of this agreement will provide the City with special legal counsel for the continued representation in the City of Laguna Niguel v. Bear Brand Ranch Community Association. Additionally, approval of this agreement will provide the City with continued advisory representation for the Cove at El Niguel residential development project. RWG has represented the City on these matters since the inception of these issues and for continuity purposes and to reduce the City's legal costs staff recommends against transferring these issues to a new firm. Thus, it is recommended that RWG continue to represent the City on these matters until the issues are resolved.
FISCAL REVIEW
The Fiscal Year 2022-2023 budget includes sufficient funds to pay for this special counsel legal services agreement. The hourly rates charged by Richards, Watson, and Gerson are detailed in Exhibit "A" and rates for Third-Party Services will be compensated as detailed in Exhibit "B" in the attached agreement.
LEGAL REVIEW
The City Attorney's Office has reviewed and approved the agreement and staff report as to form.
CONCLUSION
Staff recommends that the City Council approve the agreement for special legal counsel with Richards, Watson, and Gershon.
Senasa SEptorneau UniF. Nowager
Tamara S. Letourneau Chris F. Neumeyer
City Manager City Attorney
Matin 0. Masten
Justin J/Martir
Deputy City Manager
Attachments:
A. Special Counsel Legal Services Agreement Between the City of Laguna Niguel and Richards, Watson, and Gershon.
ATTACHMENT A
Special Counsel Legal Services Agreement Between
the City of Laguna Niguel and Richards, Watson, and Gershon (RWG)
LEGAL SERVICES AGREEMENT
(CITY OF LAGUNA NIGUEL)
(Effective November 1, 2022)
THIS LEGAL SERVICES AGREEMENT ("Agreement") is made and entered into as of November 1, 2022 ("Effective Date), by and between the City of Laguna Niguel ("City"), a California Municipal Corporation, and the law firm of Richards, Watson & Gershon, A Professional Corporation (*RWG"). In consideration of the mutual promises set forth herein, the
1. Recitals.
This Agreement is made with respect to the following purposes and facts that each party agrees are true and correct:
i. City seeks to retain RWG to provide special counsel legal services to the City; RWG is willing to provide special counsel legal services to the City on the terms set forth herein; and
iii. This Agreement supersedes any other existing agreement for legal services between the City and RWG.
2. Scope of Work.
RWG shall perform special counsel legal services on legal matters that both (i) are referred to RWG by the City Manager or City Attorney; and (ii) are accepted by RWG when confirmed in writing (which may include electronic mail). On the Effective Date, the following matters have been assigned to, and accepted by, RWG for legal services:
i. Continued representation in City of Laguna Niguel v. Bear Brand Ranch Comes invy dingotia caustion an or pereting orsuite for trail ed real printy.
Bear Brand Ranch Community.
ii. Continued advisory representation for the Cove at El Niguel residential development project, currently on appeal before the City Council, and any related litigation arising out of the City Council's decision.
3. Term.
This Agreement shall commence on the Effective Date and shall continue in effect until terminated by the City or RWG. City or RWG may terminate this Agreement at any time, with or without cause, by giving thirty (30) days written notice to the other party prior to termination 13018-0001\2735340v3.doc
of this Agreement. In the event of termination, RWG shall comply with all provisions of the Rules of Professional Conduct for the termination of a client relationship, shall assist the City in transition to a new firm, and shall be compensated for such assistance at the rates provided for in this Agreement.
4. Principal Client Contact.
Nicholas Ghirelli will be the City's principal contact and will coordinate the provision of legal services to the City.
Compensation, Expenses and Billing.
A. Compensation Rates.
RWG shall be compensated for the performance of legal services in accordance with the schedule ("Compensation Rate Schedule"), attached to this Agreement as Exhibit A and incorporated herein as though set forth in full. Except as provided in subsection B of this Section, the Compensation Rate Schedule attached as Exhibit A shall remain in effect until amended by mutual agreement of the parties.
B. Adjustment in Rates by Change in CPL.
Commencing July 1, 2024, and annually on each July 1 thereafter, the hourly rates set forth on Exhibit A for advisory, litigation, and paralegal services shall increase automatically by the percentage increase, if any, in the Consumer Price Index (All Urban Consumers; Los Angeles-Long Beach-Anaheim). The calculation shall be made using the immediately prior month of March over the month of March in the prior year. If the Los Angeles-Long Beach- Anaheim Consumer Price Index shall cease to be published, or cease to be published in March of each year, the City and RWG shall meet and confer regarding a reasonable replacement index appropriate for the City's geographic area.
C. Reimbursable Expenses and other Costs.
RWG shall be compensated for expenses and costs as set forth in the attached "Compensation Rate Schedule."
6. Billing.
RWG shall provide to City a monthly invoice for services provided, time spent providing those services, and costs incurred in the form customarily supplied by RWG to public agency clients being billed on an hourly basis. City shall process and cause such invoices to be paid promptly and no later than within thirty (30) days of receipt of invoice.
7. Conflicts of Interest.
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RWG shall comply with all applicable laws and professional rules and standards relating to any known conflict of interest involving the City and matters upon which RWG is providing legal services under this Agreement. RWG shall not reveal confidential information of the City except with the consent of the City Manager, City Council, or as otherwise required by law.
RWG shall notify the City Manager or City Council, depending on the circumstances, of any conflict of interest related to matters upon which it is providing legal services under this Agreement upon discovery of any such conflicts. In the event that such conflict is not, or cannot be, waived or resolved, City shall retain alternate legal counsel and, to the extent permitted by law and professional responsibility requirements, RWG shall assist and cooperate with such legal counsel retained by the City on the matter for which the conflict arose.
Client Files.
At the conclusion of RWG's legal representation of the City, the original client files for the work performed under this Agreement for the City shall be made available to City, upon the City's written request. RWG will be entitled to make copies of the client files. City shall take possession of any and all original contracts, and other such important documents that may be in the client files and RWG shall have no further responsibility with regard to such documents.
If City does not take possession of all client files at the conclusion of RWG's legal representation of the City, RWG shall store such client files for a period of at least one (1) year.
At the conclusion of such one (1) year period, RWG may send to City a notice, advising of RWG's intention to dispose of the client files. The City shall have sixty (60) days from the date of such notice to take possession of the client files. If City does not take possession of the client files during that time, City agrees that RWG may dispose of the client files without further notice.
Insurance and Indemnity.
A. Coverage Levels.
RWG shall maintain, at all times during the term of this Agreement, policies of insurance with at least the minimum coverage specified below:
i. General liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000);
Workers' compensation coverage in compliance with California law; ili. Professional liability coverage with a minimum limit of liability of Two Million Dollars ($2,000,000.00) per claim and Four Million Dollars ($4,000,000.00) in the aggregate. Such insurance may be subject to a self-insured retention or deductible to be borne entirely by RWG which shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per claim, without approval of the City Manager.
B. Requirements.
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All required policies of insurance specified above shall:
i. Except as to professional liability insurance, provide minimum thirty (30) days' notice of cancellation by insurer, except in the event of non-payment of premium, in which case ten (10) days' notice is to be provided;
ii. Be maintained in full force and effect throughout the term of this Agreement; and iii. Be placed with insurance carriers with an A.M. Best rating of no less than A:VII or otherwise acceptable to City.
C. Indemnity.
RWG shall defend and indemnify the City, the City Council, the City's officers, employees, agents, volunteers, and representatives ("Indemnitees") with respect to any liabilities or damages to the extent caused by RWG's negligence or willful misconduct in the performance of services under this Agreement. RWG's obligation to defend and indemnify herein shall not apply to any portion of liabilities or damages to the extent caused by the acts or omissions of any Indemnitee or third-party not under RWG's control.
10. Independent Contractor.
No employment relationship is created by this Agreement. RWG shall be an independent contractor of City, except that at all times providing services under the Agreement, RWG's shareholders and employees shall be acting as public officials.
11. General Provisions.
A. Non-Discrimination.
In the performance of this Agreement, RWG shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation or medical condition.
B. Assignment/Delegation.
This Agreement contemplates the personal professional services of RWG to City and neither this Agreement, nor any portion thereof, shall be assigned or delegated by either party without the prior written consent of both parties.
C. Interpretation.
The following rules of legal construction shall apply:
i. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California.
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ii. The section captions and headings in this Agreement have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.
iii. Whenever in this Agreement the context may so require, the reference to any specific gender shall be deemed to include other genders and the singular shall refer to and be deemed to include the plural.
D. Survival.
All provisions of this Agreement that would be required to survive the termination of this Agreement to be effective and/or implemented shall be deemed to survive such termination.
E. Attorney's Fees.
The parties acknowledge and agree that each will bear its own costs, expenses and attorney's fees arising out of or connected with the negotiation, drafting and execution of this Agreement.
F. Notices, etc.
Any notice required to be given shall be deemed to have been given by depositing such notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: TO RWG:
City of Laguna Niguel Richards, Watson & Gershon
30111 Crown Valley Parkway 1 Civic Center Circle
Laguna Niguel California, 92677 PO Box 1059
Attention: City Manager Brea, California 92822
Attn: Nicholas Ghirelli
Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one specified above. Notices and other documents delivered under this Agreement shall be deemed delivered (i) upon receipt by personal service or overnight delivery by service that provides proof of delivery, or (il) as of the fifth (5th) day after deposit in the United States mail.
G. Signatories.
Each signatory warrants and represents that he or she is competent and authorized to execute this Agreement on behalf of the party for whom he or she purports to sign.
H. Entire Agreement.
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement and supersedes all prior legal services agreements between RWG and the City, which are hereby terminated. All prior or -5-
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contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
I. Modification of Agreement.
This Agreement and the provisions set forth herein may be modified only by way of a written amendment to this Agreement that has been approved and executed by and on behalf of both RWG and the City.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign below.
Executed effective as of November 1, 2022.
CITY OF LAGUNA NIGUEL
By:
Elaine Gennawey
Mayor, City of Laguna Niguel
Attest:
By:
Marissa Asistin
City Clerk, City of Laguna Niguel
RICHARDS, WATSON & GERSHON,
A Professional Corporation
By:
Kayser O. Sume
Chairman, Board of Directors
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EXHIBIT A
RICHARDS, WATSON & GERSHON
COMPENSATION RATE SCHEDULE
FOR CITY OF LAGUNA NIGUEL
(EFFECTIVE NOVEMBER 1, 2022)
Legal services provided by Richards, Watson & Gershon ("RWG") to the City of Laguna Niguel ("City") shall be billed to, and compensated by, the City as follows:
1. Advisory Services.
All legal services other than those defined below as Litigation Services or Third-Party Services shall be defined as Advisory Services.
Advisory Services shall be billed to, and compensated by, the City at a composite hourly rate of $250.00 per hour for all attorneys.
Litigation Services.
Litigation Services will be defined as representation of the City in all aspects of the initiation, advancement, or defense of claims in litigation, arbitration, or mediation, including Code Enforcement. Additionally, Litigation Services will include representation of the City in administrative proceedings before other public agencies.
Litigation Services will be billed to, and compensated by, the City at a composite hourly rate of $315 per hour for all attorneys.
Third-Party Services.
Third-Party Services will be defined as any legal services provided in a matter where the City elects to have its legal costs paid by a third-party.
Third-Party Services will be billed to, and compensated by, the City at a 20% discount from RWG's then-standard hourly rates. A current schedule of standard hourly rates is attached hereto as Exhibit "B." RWG's standard hourly rates are adjusted from time to time, typically at the beginning of each calendar year. All increases to standard hourly rates shall become immediately effective when reflected in the rate charged on invoices for legal services.
4. Paralegal Services.
Paralegal services will be billed to, and compensated by, the City at a composite hourly rate of $197 per hour for all paralegals.
Reimbursable Costs and Other Expenses.
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Mileage will be billed at the standard rate established by the IRS for deducting the operating expenses of an automobile used for business purposes in connection with administrative or judicial proceedings and when traveling on behalf of the City other than to City Hall. Travel time may also be charged; however, for any travel to and from City Hall, both travel time and mileage will not be charged. Copying costs will be charged at 5 cents per page.
There will be no charge for facsimiles. All other costs, such as long distance telephone charges, filing fees and other litigation expenses, messenger and delivery services, and legal research services will be charged at RWG's actual out-of-pocket costs. 13018-0001\2735340v3.doc
EXHIBIT B
RWG STANDARD RATES AS OF NOVEMBER 1, 2022
RICHARDS| WATSON| GERSHON
2022 STANDARD BILLING RATES
YEARS OF HOURLY
PRACTICE RATE
SHAREHOLDERS 20+ $445 - $525
SHAREHOLDERS 15+ $435
SHAREHOLDERS 10+ $425
SHAREHOLDERS 7+ $415
SR. ATTORNEYS 20+ $445 - $500
SR. ATTORNEYS 15+ $435
SR. ATTORNEYS 10+ $425
SR. ATTORNEYS 7+ $415
ASSOCIATES 6+ $350
ASSOCIATES 5+ $335
ASSOCIATES 4+ $320
ASSOCIATES 3+ $310
ASSOCIATES 2+ $305
ASSOCIATES 1+ $285
ASSOCIATES 1- $260
LAW CLERKS $225
PARALEGALS $205
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