HomeMy WebLinkAboutStrauss, Betsy 2012-09-21 � C6t,c �9zII.Z i
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L@CAL SFR�'[CES AGRF,F.MF.NT
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Ihis Agreement dated as of-A9fty 21, 2012, is made by and between the City of '�
Ukiah, in its capacity as Successor ngency for the Ukiah Communiry Redcvclopmcnt �
Agency ("Succcssor Agcncy") and 13etsy Strauss ("Attorncy"). 'I�his Agrcen�ent is II
required by Business and Prulctisions Code Section 6148 and is intended to fulfill its ,
rcquircmcnts.
, K�CITALS
WIIEREnS, Attorncy specializes in public ageucv law and has significant
cxperience and recognized expertise in that area, and;
WHEREAS, Successor Agency's Oversight Board has determined that Attorney's
assistancc is needed in connection with providing ]cgal services and advice on an as-
neccled basis to the Successor Aacncy's Oversight Board;
NOW �I�HLREFOKL-:, in considcration of the mutual covenants containcd hercin.
the parties agree as follows:
.�1GRF,F.,MENT
1. Scrvices. Attorncy will provide advisory and representation scrvices upon
request ofthe Succcssor Agcncy's C)vcrsight Board.
2. Compensation. Compensation to Attorney for seivices shall be at the rates set
Ibrth in Exhibit A, provided howcvcr that total payments hercundcr sh�ll not exceed
$2�,000.00 per any 12 month period. The rates sct forth in Gxhibit n shall not be
acijustcd without a formal amendment to this Agreement.
3. 'Cerm. The term of this Agreement shall commence upon thc Effective Date
and shall continue until terminated by the Successor Agency or the Attorney.
4. Standard of Care. Successor Agency has relied on the professional ability,
profcssional experience, and training of Attorncy as a material induccment to enter into
this ngrccmcnt Attorney warrants that all work will be perlbrmed in accordance with ��
generall}' accepted and ap�licable ��rofessional practices and standards as well as the �
� rcquircme�ts of applicablc icdcral, statc and local laws. it bcing tmdrrstood that �
acccptance by Agency of�+�ork perlortned by Attorney shall nut operate as or be �
intcrprcted to be a waiver or release.
�. Billine and 'I�intekcepin�. Duplicate billing statements shall bc provided on a
monthly basis to Successor t�gcncy, �md shall include [he lollowin� information:
a. 7�he date and time spent perfonning services. Minimum billing times
shall not exceed one-tenth of an hour.
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b. Sununary description of the scrvices performed regardine Nic �
dcsienated mattec with a separate time allocation for eaeh funetion (e.g., telephone calls,
rescarch, drafring):
c. Separate itemiz�tion of non-legal costs by type.
d. Total fees and costs of the matter to date.
e. I�or any cxtraordinaiy expenses, the invoice must includc the d�te and
who gave prior approval for incurring such expense.
f. All invoices submitted must include the followin� statement signed by
the tirm's supervising attorney:
"I have personally examincd this billin� statement. All entrics are
in accordancc with thc I,cgal Services Agreement, are correcl and
reasonable for the services perlormed and the costs incurred, and ,
no item on this statement has becn previously billed to the ��
Successor A�cncy." �
6. Non-Reimbursable Services. Attorney shall not be reimbursed for any of thc ��
lollowing expenses:
a. Travel expenses, eacept to the extent approvcd in accordance with
Scction 7 below. �,
b. Mcssenger or express mail char�cs. I
c. Normal overhead ilmctions such as word processing or typing time, ����
scheduling ofdepositions, orda�ing records, calendaring functions,
tiling, indexing, proofreading or copying time, or any other procedw�es
Uiat are of a secrctarial nature.
d. Mcals, overtime, officc supplics, or attorncy time for preparation of
bills or audit responses.
c. Lixpenses for experts or consultants thlt have been rctained without the I
prior written approval of the Oversight [3oard.
f. Photocopying charges.
g. Of�ice supplies, local telephone charges, per-pagc lax charges.
conlerence call line cliarges, routine mail, etc.
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� h. Inh�a-office confercncing time ofmorc than one auorney for routine
matters, unless such conference involvcs expert opinion.
i. Replacement attorney learning time or other ramp-up learning costs. �
j. 1�ravel time. �'
k Charges/fccs for use of computer research programs (e.g. Lexis Nexis,
WestLa�v, etc.). �
7. Dircctiun and �xu�aordinary F.xpcnses. All direction and contml of Attorney's �i
work will bc by thc Oversighl [3oard. Auorney shall seek prc-approval Gom the �
Oversi};ht Board for all extraordinary e�pcnses before thc same is incurrcd by Attorney. �
I3y way of cxample, extraordinary expenscs shall include expe��ses for preparing comples
motions, undcrtaking signilicant legal research or subsiantial draftin�, retaining experts
and consultants, and out-of-town travcl. �
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8. Termination. l�his Agrcemcnt may be terminated by Succcssor Agency at the �
dircction of the Oversiaht I3oard at any time. subject to equitable proportional payments �
duc to Attorney. All files, written material. and documents will be trans(erred to the
Successor Agency upon such tcnnination.
9. Withdrawal. Auorncy ma�� withdraw as permitted under the Rules of
Professional Conduct of thc Statc Bar of C�lifixnia.
10. Status oi'Attornev. The parties intend that Attorney. in perlonning the �
scr��ices wider this ngreement. shall be an independent conu�actor and shall coutrol the
work and the manner in which it is perlormed_ Attorney shall acquire no rights or status
in thc scrvicc of Successor Agency. Attorney is not to be considered nn agcnt or
employee of Successor Agency and is not entitled to participate in any pension plan.
insurance, bonus, or similar bcne[its Successor Agency provides its em��loyees. in thc
evcnl Successor Agency exercises its right to terminate this Agreement at the direction of
thc Oversighl l3oard pursuant to the terms hercin, Attorncy expressly agrecs that shc shall
havc no recoursc or right of ap�cal under rulcs, rcgulations, ordinanccs, or laws
a��plicable to cmployees. �
11. Modi(ication. If, during tl�e term of this Agrccmcnt, it becomes necessary tu
amend or add to its terms, conditions, scope or requirements, such amendment or addition
shall only be made after mutual agree�nent of Attorncy and Successor A�,ency and by�
way of exccution of a written modification to this Agreement. �
12. Insuranee. With respect to perliirmance of work under this Agreement,
Attorney sh111 maintain and reyuirc all of its subco�tractors, consultants, and other aeents
to maintain, insurance as described in Exhibit B, which is attached hereto and
incorporated hercin, by this reference.
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� 13. Indemnitv. /�ttoruey agrees to acccpt responsibility l�>r loss or damage to any
person or entity, and to defcnd, indemnil�y, hold hannless, and release Successor Agency,
its officers, agents, and employees, fi�om �nd ��gainst any and 111 actions, daims, �
damagcs, liabilitics, or expenses that may bc asserted by any person or entiry, induding
Attorney, �rising out of or in connection with the negligent performancc or willful
misconduct of Atlurney hereunder, whcthcr or not there is concurrent nc�;ligence on the ��
part of Successor Agency, but excluding liability due to the sole or active negligence or I
due to the willllil misconduct of Successor Agency. This indemnitication obligation is
not limited in any wt�y by any limitation on the amoimt or ty}�e of damages or �
compensation payahle to or for ilttorncy or ils agents under workcrs� compe��sation acts,
disability be��efits acts, or othcr cmploycc benelil acts. In addition, nttorney shall be
liablc to Succcssor ngency for any loss or damage to Successor Agcncy property arisin�
fi�om or in conncction with Attorncy's ncgligent perlormance or willful miscoi�duct
hereundcr. �
14. Rules of Profcssional ConducL Nothing contained hcrcin shall be construed �
to rclieve Attorne�� of her obligations under the Rules of Profcssional Conduct. �
I5. Merker. 'l�his tAgrcement contains tl�e entire agreement of thc parties. No ��
other agreement. statement or pron�ise made on or before the el�lective date of this ��
agreement will be binding on thc partics. i
16. Taxes. nuorney agrees to (ile fedcral and state tax returns and pay all 'i
applicable taxes on amuunts paid pursuant to this Agrcement and shall be solely liable
and responsiblc to pay such taxes and other obligations, including, but not limited to.
state and federal income and FICA taYes. Auorney agrees to indemnity and hold �
Successor Agency harmless from any liability which it may incur to thc United States or ,
to the State of Cali�i�rnia as a consequence of Attomey's failure to pay, wlien due, all �I
such taxes and obligations. If Successor Agency is audited for compliance regarding any �
withholding or other applicable taxes, nttorney agrees to fi�rnish thc Successor Agency i
with proof of payment of taxes on these earnin};s. �
17. Conflict of Interest. Attorney covenants tliat she prescntly has no interest and
shall not acquire any interest, direct or indirect, which would conllict in any manner or
degree with thc performance of thc serviccs hcreundcr. Where thc Succcssor Agency
deems that lhere is an �ctual or potential conllict o(interest in Attorncy representing
another p�rty in a matter, the Successor Agency must waive any such acWal or potenti�l
conflict before Auorncy may represent such olher party.
18. Nondiscrimination. Attorney shall comply with all applicable federal, state, �
and local laws, rules and regulations in regard to nondiscrimination in employment �
because of raca color, ancestry, national ori�in, religion, sex. marital status, age, mcdical I
condition, prc�;na�ncy. disability, sexual oricntation, or othcr prohibitcd basis, indudin�
without limitation the Successor Agency�s Non-Discrimination Policy. All
nondiscrimination rules or regulations required by law to be induded in this Agreement
am incorporatcd by this reference.
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19. nssi�nmenl and Dcicc�ation. Ncithcr parry hcrcto shall �ssign, dcleg�te,
sublet, or transfer any interest in or duty undcr this Agrecment witl�out thc prior writlen
consent of lhe other, and no such transter shall bc of vry force or effect whatsoevcr
�mless and imtil thc other party shall have so conscnted.
20. Method and Plaice of Giving Notice, Submittin�� Bills and Makin� Payments.
All noticcs, bills, and payments shall be made in writing and may be given by peisonal I
delive�y or by mail. Notices, bills, and payments scnt by mail shall be addressed as
lollows:
Succcssor Agency: City ol Ukiah
Succcssor Agcncy
Attention: Jane Chambers
300 Seminary Road
Ukiah, CA 95482 �
1'AX: 707-463-6204 �
I;mail:jchambcrs(a),cityofukiah.com �
Attorney: [3ctsy Strauss
, 1595 King Avcnuc
� Napa, Californiz� 94559
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Email: bctsV.Slrauss(ri,t�mail.coni
or at such address as such party may prcviously have advised ihe other party by noticc
similarly givcn.
And when so addresscd, shall be deemed givcn upon deposit in the United States m�il,
postage prcpaid. In all other instances, noticcs, bills, and paymcnts shall bc dcemed
givcn at the timc of actual delivery. Cl�anges may bc madc in the names aud adch�csses of
the person to whom noticcs, bills, and payments are to be �iven by giving nolice pursuant
to this puragr�ph.
21. No Waiver of l3rcach. The waiver by the Successor Ageucy of any breach of
any tcrm or pro���ise containcd in this Agreement shall not be decmed to be a waiver of
such tcrm or promisc or any subscquent breach of the same or any other term or promisc
cont�incd in this Agrccmcnt.
22. Applicable Law and Forinn. This ngrecment sh�ill be consh�ued <ind
� interprctcd accordin� to Calili�rnia Law, and any action or prucecding to enlorcc this
� Contreict or I'or the breach lhcreof shall be brought or h'ied in thc County of Mcnducino
' 23. Si�natures. This ngrecment may be executed in several co�mterparts and �II
counterparts so executcd shnll constitute one agreement thlt shall be binding on all ot the
parties, notwithstanding that all of the parties are not signatory to the original or same
counlerpart. Scanncd signatures clectronically U�ansmitted shall be deemed adequate i
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I cvidcnce oCsignature by the party whose signature was scanned and transmitted by email I
or othcr cicctronic means. �
IN WITNESS WI IGRGOF, tl�c partics hereto have exccuted lhis Agrcemenl as of
lhc I�:f7cctivc Date.
Datcd: � �� , 2012 Attorncy:
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By: �---�—�
Betsy Str<uss
Datcd: �f >� � . 2012 Successor ngcncy
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By: ', ' ,��_ �
/Jane Chambers, City Manager
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APPROVI?D AS TO FORM:
City A �ney ��
Dated: `� ��� �� � �
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EXHII3IT A i
RATI�.S
For all seiviccs provided, Attorney will be plid at tl�e rate of$225 per hour. ��
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Insurancc Kequiremcnts �
With respect to perlormance of work under this Agrecment, Attorney shall
� maintain and shall require all of its subcontractors, consultants, a�d other agents to
maint�iin insurance as describcd below. Any requircment ibr insurancc to be maintaincd
aftcr completioi� oCthe work shall survive this agrccment.
l. Workers Compensation and F,mpluyers Liability Insw�ance
a. Required only if Attorney has employccs.
b. Workers' Compensation insurauce widl st�tutory limits as required by the �
Labor Codc of the Statc of Calilornia.
c. Gmploycrs' Liability with limits of 1,000,000 per Accident 1,000.000
Discase per employee; I,000,000 Disease per policy.
d. Required Iividence of Coverage:
i. Ccrtiticate of Insurxncc.
� If Attorney currcnlly has no employees, Attorney agrees to obtain the above-
specihed Workers� Compensation and [;mployers' Liability insurance should any
employees be engaged during the tcrm of this Agreement or any extensions of the term.
2. Gcncral Liability Insurance �,
a. Commercial General Liability Insurance on a standard occurrence forn�, �
uo less broad than ISO lorm CG 00 O1. �
b. Minimum Limits: ],000,000 per Occurrence; 2,000,000 Gencral ,
Aggre�ate; 2,000,000 Products/Coinpleted Operations A�,gregatc.
c. Attorncy shall disclose any deductible or sell�-insured retcntion in excess
of$25,000 and such deductible or self-insw-ed retention must be approved ,
in advance by Counry. Attorney is responsible Ior any deductible or selt= �
insurcd retcntion. �
d. City of Ukiah, in its capacity as Successor A};ency to the Ukiah i
Rcde��clopment l��cncy. shall be an additional insured Cor liability arising I
out of operations by or on behalf of the Attorney in the performance of
this agrccmcnt. i
� e. The insur�ncc provided to Successor Agenc�� as additional insured shall �
apply on a primary and non-eontributory basis with respect to any'
insurancc or self-insurance program maintained by them.
f. Required Gvidence oCCoverage required wilhin a reasonabic time after
contract cxecution by all parties:
i. Copy of the additional insured endorsement or policy lan�ua�e
�ranting additional insured status, and
ii. Certilicate of Insurance. I
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i 3. Automobile Li�bility Insurance
a. Minimum Limit: $300,000 Combined Single Limit per Accident; or �r
13odily Iqjwy: $100,000 per person/$300/000 per accident and Property
Damagc: $50.000 per accident.
b. RequircdlividenceofCoverage:
i. Copy of Auto Policy Decla�ations Page or Certificate of fnsurance. �
4. Standards for Insurance Companies �
Insurers shall have a�� A.M. L3est's rating of at least A:VII. �
5. Documentation
a. nil required 8vidence of Coverage shall be submitted upon request.
b. Upon reyuest, copies of requircd insurance policics must be providcd
within thirty (30) days.
6. Policy Obligations
Attorney's indemnity and other obligations shall not be limited by the foregoing ��
insurance requirements. �
7. Matcrial Breach �i
ITAtturney fails to maintain insurancc cu�erage �vhich is rcquired pursuant I
to this Agreement, it shall bc deemed a material brcach of this Agreement. I
City, rt its sole option, ma� terminate this Agrecment and obtain dama�cs '
from Attorney resulting from s:�id brc�ch. Altern:�tivelti, City may purchasc
thc rcyuired insurance covcrage, and without further notice to Attorne,y, �
City may deduct frum sums duc to Atforncy any prcmium custs �dvanccd by
City fur such insurance. These remedics shall bc in �ddition to any other
remeJies availablc to City.
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