AGREEMENT FOR CITY ATTORNEY LEGAL SERVICES
This Agreement for City Attorney Legal Services (“Agreement”) is made and entered into by and between the City of Ripon, a California general law city (hereinafter, the "City") and the Law Office of Thomas H.
Terpstra, Jr. (hereinafter, the "Firm") and shall be deemed dated and effective as of January 14, 2025 (“Effective Date”).
The parties hereto agree as follows:
SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts:
A. Upon the resignation of Thomas H. Terpstra, Sr. from the position of City Attorney, such resignation effective as of the date of this Agreement, the City desires to retain and utilize the professional services of the Law Office of Thomas H. Terpstra, Jr., and specifically, that Thomas H. Terpstra, Jr. shall serve as City Attorney; and
B. The Firm has agreed to provide City Attorney legal services, in the time, manner, and for the compensation, as hereinafter set forth.
SECTION 2. LEGAL SERVICES. The Firm shall perform, or cause to be performed, all necessary and appropriate City Attorney legal services for the City which may be referred to herein as “Legal Services”.
Without limiting the generality of the foregoing, the Firm shall:
A. Have the designated City Attorney, Thomas H. Terpstra, Jr., attend all meetings of the City Council unless an alternate is approved in advance by the City Administrator. The City Attorney shall also attend Planning Commission meetings when requested to do so by the City Administrator or the Director of Planning and Economic Development. Firm normally shall provide 72-hours notice to City Administrator of the need for an alternate and, in the case of emergency, as early as reasonably possible; and B. Provide legal advice and opinions on all matters affecting the City when requested by the City Council, the City Administrator, a department head, or other members of City management designated by the City Administrator, except when prevented from doing so by a legal conflict; and C. Attend other meetings of boards, commissions, committees, and staff members of the City as directed by the City Council or City Administrator; and D. Prepare resolutions and ordinances, review and approve as to legal form all City contracts and agreements, and other documents as requested, and perform such other duties and responsibilities as set forth in the Ripon Municipal Code; and
E. Undertake prosecution of violations of City ordinances as directed to do so by the City Council or City Administrator; and
F. Represent the City in civil litigation to which the City is a party at the direction of the City Council.
When so directed by the City Administrator, at the outset of each matter of litigation (other than code violations), the City Attorney shall cause a written estimated litigation budget to be prepared and presented to the City Administrator. The City Attorney and City Administrator (or City Administrator's designee) shall monitor the expenditures and provide updates to the City Council (or City Administrator) at regular intervals to be determined on a case-by-case basis; and G. When necessary, the Firm may hire third party legal representation to perform specialized work or assist with cases, when necessary. The Firm shall oversee and periodically report on the third-party legal representation; and
H. The Firm may, from time to time, and in consultation with the City Administrator, retain the services of Thomas H. Terpstra, Sr. to serve as the Senior Deputy City Attorney to assist the City Attorney on specified matters where advantageous to the City. For example, and without limitation, the Senior Deputy City Attorney may assist in facilitating the transition of law firms providing Legal Services to the City or assist in matters where his expertise and experience is beneficial to City. Notwithstanding Subsection 10C of this Agreement, Firm shall employ only one Senior Deputy City Attorney and any change in who holds that position must be approved in advance by City.
SECTION 3. COMPENSATION. The Firm shall be compensated by City for the performance of such Legal Services as follows:
A. The Firm shall be compensated, apart from reimbursable expenses, at the following hourly rates:
i. For Legal Services covered by a Reimbursement Agreement with a third party (not related to the City or insuring the City) who has agreed to reimburse City for legal fees, the hourly rate for the City Attorney shall be $325 per hour and the hourly rate for the Senior Deputy City Attorney shall be $425 per hour. This subsection (i) typically covers situations involving land use, environmental, planning and zoning matters where an applicant has agreed to reimburse City for the City’s legal fees. This subsection (i) also typically covers litigation involving a where the City is named as a Defendant, Respondent, or Real Party in Interest, but another party has agreed to defend the City in the litigation. This subsection (i) does not cover situations where the City is defended by its insurance companies or similar situations where the City has coverage for the litigation involved. ii. For all other matters not specified in subsection (i) of this Subsection 3A, the City Attorney’s hourly rate of the City Attorney shall be $295 per hour and the hourly rate of the Senior Deputy City Attorney shall be $325 per hour. iii. For all other Deputy City Attorneys, the hourly rate shall be $250 per hour. iv. For Paralegal services, the hourly rate shall be $125 per hour. v. For the services of third-party legal representation, rates shall be negotiated at the time the attorney is retained. Firm shall not mark-up the rates of third-party legal representation, but Firm may oversee and report on the work pursuant to Subsection 2G.
B. Compensation Adjustments. The rates set forth in Section 3 may be adjusted from time to time by mutual written agreement of the Parties.
C. Medical Benefits. Neither the City Attorney nor any employee of the Firm shall receive paid medical or related health benefits from the City. However, if such benefits are, or later become available to the City Attorney or any employee of the Firm through the City’s health plan, the full cost thereof shall be paid by the Firm. It is the intent of the parties that the City’s sole financial obligation is the payment of the Compensation described in Subsections 3A and 3B.
D. No Retirement Benefits or Other Benefits. Under no circumstances shall the City Attorney or any employee of the Firm be eligible for, or receive, retirement or other benefits from the City, except as provided in Subsection 3C above for medical or related health benefits.
SECTION 4. STANDARD OF PERFORMANCE. Firm shall provide all Legal Services required by this Agreement in the manner and according to the standards observed by a competent practitioner of municipal law with the City’s geographical area (San Joaquin and Stanislaus counties). Firm shall prepare all work product required by this Agreement in a quality manner which conforms to the standards of quality normally observed by a person practicing municipal or special district law within the specified geographical area.
Firm shall devote such time to performing the Legal Services contracted for under this Agreement as may be reasonably necessary to meet the standard of performance herein.
SECTION 5. PAYMENT FOR SERVICES. The Firm shall submit monthly invoices to the City for all services provided and costs incurred pursuant to the terms of this Agreement. Said statements shall clearly set forth by date the type of work performed, the time spent on a task and the attorney performing the task.
Payment to Firm shall be made by the City within forty-five (45) days of receipt of the invoice, except for those specific items on the billing which are contested or questioned by the City and returned to Firm for clarification. Firm shall provide a written response to any invoice contested or questioned and returned to Firm. In addition, upon any request of City, Firm shall provide City with any and all documents related to the service or costs. City shall pay for actual and verified costs, expenses, and advances incurred by Firm on behalf of City which shall be the actual verified price paid with no mark-up of same by Firm. Firm shall not charge additionally for typical overhead costs such as clerical, secretarial, telephone, and the like.
SECTION 6. TERM AND TERMINATION. This Agreement shall begin on the Effective Date and shall continue until terminated by City or Firm. City may terminate this Agreement at will and without cause or prior notice, upon the majority vote of the City Council. Firm shall be compensated for its Legal Services rendered through and including the effective date of such termination which shall be paid by City pursuant to the terms of Section 5 of this Agreement. Firm may terminate this Agreement, at any time, by written notice to City at least sixty (60) days prior to termination.
SECTION 7. NOTICES. Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same to the custody of the United States Postal Service, or its lawful successor, postage prepared by certified mail, return-receipt requested, and addressed as follows:
CITY: City of Ripon
259 N. Wilma Ave
Ripon, CA 95366
Attn: City Administrator
FIRM: Law Office of Thomas H. Terpstra, Jr.
P.O. Box 443
Ripon, California 95366
Attn: Thomas H. Terpstra, Jr.
Service or notice by personal service shall be deemed to have been given as of the date of such personal service. Notices given by deposit with the United States Postal Service shall be deemed to have been given seven (7) consecutive calendar days following the deposit of the same in the custody of said Postal Service.
SECTION 8. INDEMNITY. The Firm does hereby agree to indemnify, defend, and hold harmless the City, and its elected and appointed officers and officials, employees, and other agents against any and all claims, demands, judgments or liability of any kind or nature which the City may sustain or incur or which may be imposed upon them, including that which may arise based upon personal injury or damage to property or to a third party, arising out of any error or negligent omission by Firm regarding the performance of Legal Services hereunder.
SECTION 9. INSURANCE REQUIREMENTS. The Firm shall procure and maintain for the duration of the this Agreement, at its’ sole cost and expense: commercial general liability of not less than $1,000,000 per occurrence and $2,000,000 general aggregate; automobile liability insurance of not less than $1,000,000 for each accident combined single limit for owned, non-owned and hired autos that insures against all claims for injuries to persons or damages to property, ; and professional liability errors and omissions insurance of not less than $2,000,000 per claim and in the aggregate that insured against all claims resulting from Firm’s negligent acts or omissions which may arise from or are in connection with the performance of the work hereunder by the Firm, its agents, representatives, or employees. The Firm shall also carry statutory Workers’ Compensation Insurance and Employers’ Liability in the amount of $1,000,000 each accident and disease. Such coverage shall be maintained in effect during the term of this Agreement and shall not be subject to reduction in coverage below the limits established without prior approval by City, nor shall the insurance be cancelled or terminated without thirty (30) days, prior written notice to City. The Firm’s commercial general liability and automobile liability policies shall be endorsed to provide that the City and its officers, officials, employees, and agents shall be additional insureds under each such policy. The commercial general liability policy shall allow and be endorsed as primary and not seek contribution from the City’s coverage. The commercial general liability and Workers’ Compensation policies shall allow and be endorsed to include a waiver of subrogation in favor of the City and its officers, officials, employees, and agents.
SECTION 10. GENERAL PROVISIONS.
A. City and Firm recognize and agree that this Agreement contemplates personal performance by Firm which personal performance is a substantial inducement to City for entering into this Agreement. Firm understands that the City is hiring Firm for the Legal Services described herein and agrees that Firm shall not assign this Agreement or any interest therein, or any of the rights, duties, or obligations hereunder.
B. In the event an instance of conflict of interest arises with another client, the Firm will protect the best interests of the City and will take all necessary actions to resolve or eliminate the conflict situation. If the circumstance cannot be lawfully avoided or resolved, the Firm will undertake to recommend substitute counsel to protect the interests of the City.
C. The Firm is and shall always remain as to the City a wholly independent contractor serving as a public official. Neither the City nor any of its officers, employees, servants, or agents shall have control over the conduct of Firm or any of Firm's officers, employees, or agents, except that City may terminate this Agreement pursuant to Section 6.
D. In the performance of this Agreement, the Firm shall not engage in discrimination in employment of persons because of the age, race, color, sex, national origin or ancestry, or religion of such persons.
E. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or the Firm to any third person to create a relationship of principal or agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature between the City and the Firm.
F. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed, and acknowledged by both of the parties hereto.
G. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Firm shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance programs.
H. This Agreement shall not be construed against the party preparing it but will be construed as if prepared by both parties.
SECTION 11. LICENSES AND PERMITS. At all times during the term of this Agreement, the Firm shall have in full force and effect, all licenses and permits required of it by law for the performance of the Legal Services described in this Agreement, at its own sole cost and expense.
SECTION 12. GOVERNING LAW. The City and the Firm understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement.
SECTION 13. LITIGATION. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Ripon. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their representatives as follows:
CITY OF RIPON LAW OFFICE OF THOMAS H.
TERPSTRA, JR.
Daniel de Graaf Thomas H. Terpstra, Jr.
Mayor
ATTEST
Lisa Roos, City Clerk