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AGREEMENT FOR CITY ATTORNEY LEGAL SERVICES
BETWEEN
THE CITY OF PLEASANT HILL
AND
PUBLIC AGENCY LAW, INC.
1. PARTIES AND DATE
This Agreement is made and entered into as of the 17th day of June, 2024, by and between the City of Pleasant Hill, CA (“Client”) and Public Agency Law, Inc, a professional corporation engaged in the practice of law (“PAL”).
2. RECITALS
2.1 Client wishes to engage the services of PAL as City Attorney, with Janet Coleson as the designated City Attorney, to perform all necessary legal services for the Client as requested on the terms set forth below.
3. TERMS.
3.1 Term. The term of this Agreement shall commence on July 19, 2024 and shall continue in full force and effect until terminated in accordance with Section 3.10.
3.2 Scope of Services. PAL shall serve as City Attorney and shall perform legal services (“Services”) as may be required from time to time by the Client as set forth by this Agreement, unless otherwise agreed to by the Client and PAL.
3.3 Time of Performance. The Services of PAL shall be performed expeditiously in the time frames and as directed by the Client.
3.4 Assistance. The Client agrees to provide all information and documents necessary for PAL to perform their obligations under this Agreement.
3.5 Independent Contractor. PAL shall perform all legal services required under this Agreement as an independent contractor of the Client and shall remain, at all times as to the Client, a wholly independent contractor with only such obligations as are required under this Agreement.
Neither the Client, nor any of its employees, shall have any control over the manner, mode or means by which PAL, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. The Client shall have no voice in the selection, discharge, supervision or control of PAL’s employees, representatives or agents, or in fixing their number, compensation, or hours of service.
3.6 Fees and Costs. PAL shall render and bill for legal services in the following categories and at rates set forth in Exhibit “A” attached hereto and incorporated herein by reference. In addition, the Client shall reimburse PAL for reasonable and necessary expenses incurred by it in the performance of the Services under this Agreement. Authorized reimbursable expenses shall include, but are not limited to, printing and copying expenses, computerized research time (e.g. Lexis or Westlaw), extraordinary mail or delivery costs (e.g. courier, overnight - 2 -
and express delivery), court fees and similar costs relating to the Services that are generally chargeable to a client. No separate charge shall be made by PAL for secretarial or word processing services.
3.7 Billing. PAL shall submit monthly to the Client a detailed statement of account for Services. The Client shall review PAL’s monthly statements and pay PAL for Services rendered and costs incurred, as provided for in this Agreement, on a monthly basis.
3.8 Insurance. PAL carries errors and omissions insurance, general liability insurance and automobile insurance. A declaration page containing information about PAL’s errors and omissions insurance policy is available upon Client’s request.
3.9 Attorney-Client Privilege. Confidential communication between the Client and PAL shall be covered by the attorney-client privilege. As used in this article, “confidential communication” means information transmitted between the Client and PAL in the course of the relationship covered by this Agreement and in confidence by a means that, so far as the Client is aware, discloses the information to no third persons other than those who are present to further the interests of the Client in the consultation or those to whom disclosure is reasonably necessary for the transmission of the information or the accomplishment of the purpose for which PAL is consulted, and includes any legal opinion formed and advice given by PAL in the course of this relationship.
3.10 Termination of Agreement and Legal Services. This Agreement and the Services rendered under it may be terminated at any time upon thirty (30) days’ prior written notice from either party, with or without cause. In the event of such termination, PAL shall be paid for all Services authorized by the Client and performed up through and including the effective date of termination. PAL shall also be reimbursed for all costs associated with transitioning any files or other data or documents to a new law firm or returning them to the Client.
3.11 Review of Services. Client and PAL agree that a review of performance and compensation under this Agreement may be requested at any time by either Client or PAL.
3.12 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.13 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Contra Costa County.
3.14 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both parties.
3.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
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3.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.18 Delivery of Notices. All notices permitted or required under this Agreement notices shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Client: City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
PAL: Public Agency Law, Inc.
2300 Bethards Drive, Suite N
Santa Rosa, CA 95405
3.19 Indemnification.
(A) PAL agrees to indemnify Client its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising from the negligent acts or omissions of PAL hereunder, or arising from PAL’s negligent performance of any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the negligence or willful misconduct of Client, its officers, agents or employees.
IN WITNESS WHEREOF, the Client and PAL have executed this Agreement for City Attorney Legal Services as of the date first written above. (Signatures contained on following page)
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EXHIBIT A
TO
AGREEMENT FOR CITY ATTORNEY LEGAL SERVICES
BETWEEN
CITY OF PLEASANT HILL
AND
PUBLIC AGENCY LAW, INC.
RATES AND DESCRIPTION OF SERVICES
1. City Attorney Legal Services - Description. Shall include all services provided to Client that are not otherwise specifically identified below as Special Legal Services or Third Party Reimbursable Legal Services (“City Attorney Legal Services”).
Hourly Rates. The Client shall pay for City Attorney Legal Services at the following rates:
Attorney $245
2. Special Legal Services – Description. Special Legal Services shall include the following types of services:
A. Litigation and formal administrative or other adjudicatory hearing matters B. Labor relations and employment matters
C. Non-routine real estate matters (e.g. CC&R’s, deed or title work) D. Land acquisition and disposal matters
E. Public construction disputes
F. Non-routine contract negotiation matters
G. Environmental matters (e.g. CEQA, NEPA, endangered species) H. Water law matters (e.g. water rights & quality)
I. Toxic substances matters (e.g. CERCLA, RCRA)
J. Complex public utility matters (e.g. electric, natural gas, telecommunications, water, rail or transit that involve state or federal regulatory issues) K. Renewable energy and energy efficiency project contracts and power purchase agreements
L. Non-routine election law matters, including election law litigation.
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M. Tax and ERISA related matters, Employee Retirement Benefits N. Other matters mutually agreed upon between PAL and the City Manager.
O. Special Legal Services also may be Third Party Reimbursable Legal Services if those Special Services are reimbursed or paid in advance from a deposit account, to the City by a developer or applicant, but not if paid by another public agency.
3. Third Party Reimbursable Legal Services – Description. Third Party Legal Services shall include any City Attorney Legal Services where the City receives reimbursement or advance payments from a deposit account, for legal services costs from third parties such as developers or applicants, but does not include reimbursement to the City by other public agencies.
Third Party Reimbursable Legal Services - Rates. The Client shall pay for Third Party Reimbursable Legal Services at PAL’s then current published standard private client rates.