HomeMy WebLinkAboutWilliam, Philip - 2023-06-01 COU No. 2223-217
LEGAL SERVICES AGREEMENT
THIS AGREEMENT is entered as of June 1, 2023 (the "Effective Date") by
and between the City of Ukiah, a municipal corporation herein referred to as "City,"
and Philip A. Williams, a sole practioner licensed to and engaged in the practice of
law in the State of California, herein called "Williams."
RECITALS:
1. The City desires to engage Williams to perform specialized legal services
as further described in the attached Exhibit A.
2. The City Council is authorized by law to retain outside counsel with
experience and expertise in specialized areas of the Iaw.
3. Williams certifies that he has the skills, qualifications, ability, background,
certifications, licenses, knowledge and experience necessary to provide the
specialized legal services described in Exhibit A.
AGREEMENT:
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 Scope of Services.
Pursuant to the authority granted by Government Code Section 53060
Williams is retained under the terms of this Agreement to provide the legal services
generally identified in Exhibit A, which is attached hereto and incorporated herein
by reference. Williams shall provide said services only upon the prior request of the
City Manager, after consultation with the City Attorney, or the City Council, subject
to the direction and supervision of the City Manager, City Council and City Attorney.
Williams shall coordinate services hereunder with the City Manager and City
Attorney and all performances required hereunder by Williams shall be performed
to their satisfaction or the satisfaction of the City Council.
2.0 Time of Performance.
The services of Williams commenced under the City's now terminated
agreement with Welty, Weaver and Currie, a professional corporation, and shall
continue pursuant to this Agreement until it is amended or terminated. Work shall be
undertaken and completed in such sequence as to assure its completion as
expeditiously as is consistent with professional skill and care.
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3.0 Compensation,Reimbursement and Methods of Payments.
Compensation to be paid to Williams shall be in accordance with the Schedule
of Charges set forth in Exhibit B,which is attached hereto and incorporated herein by
reference.
Unless otherwise agreed, Williams shall provide monthly bills unless charges
for a particular month are insignificant. The following information must be provided
in monthly bills:
A. A detailed description of work, in time increments of.I hour(one tenth
of an hour) for and by Williams.
B. Identification of the lawyer who is in charge of the matter.
C. Detailed disbursement breakdowns, including the nature and purpose
of each disbursement.
D. Each billing item will be separately stated on a separate line identifying
the biller, the time spent, and the exact nature of the service rendered.
E. Where charges are made for research time, the specific issue being
researched, and the need will be identified.City has retained Williams for Williams's
expertise, and, therefore, expects not to be billed for introductory or background
research. The City will not pay for attorneys, law clerks and paralegals educating
themselves or doing work of a transient nature on a matter.
F. Audit and Examination ofAccounts: Williams shall keep and will cause
any assignee or consultant under this Agreement to keep accurate books of records
and accounts, in accordance with sound accounting principles, which pertain to
services to be performed under this Agreement including:
(a) Any audit conducted of books of records and accounts shall be in
accordance with generally accepted professional standards and
guidelines for auditing.
(b) Williams hereby agrees to disclose and make available any and all
information, reports, books of records or accounts pertaining to this
Agreement to the City and with consent of the City Council to any
federal, state, regional or governmental agency which provides funding
for these Services.
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(c) Williams shall provide a quarterly confidential memorandum to the City
Manager, City Attorney and City Council for the first year of this
contract with a summary of its billings, which shall include: The
attorney performing the work, the matters involved, the aggregate
amounts billed for each matter, and a summary of expected future
activity for each matter.
(d) All records provided for in this Section are to be maintained and made
available throughout the performance of this Agreement and for a
period of not less than four (4) years after full completion of services
hereunder. All records, which pertain to actual disputes, litigation,
appeals or claims, shall be maintained and made available for a period
of not less than four (4) years after final resolution of such disputes,
litigation, appeals or claims.
4.0 Engagement of Other Counsel, Specialists or Experts.
Williams will not engage or otherwise incur an obligation to pay other counsel,
specialists or experts for services in connection with this Agreement without the
prior approval of the City Council.
6.0 Termination of Agreement and Legal Services.
This Agreement may be terminated by the City immediately with or without
cause. Williams may terminate the agreement upon thirty (30) days' written notice
of termination;provided, however, that any such termination is in compliance with
Williams' professional and ethical obligations to the City as his client.
In such event, all finished or unfinished documents, project data and reports,
both originals and all duplicate copies, in all forms and media requested by the City,
shall immediately be turned over to the possession of City, which owns all such
materials. In the event of such termination, Williams shall be paid for all satisfactory
work, unless such termination is made for cause, in which event compensation, if
any, shall be adjusted in the City's sole discretion in light of the particular facts and
circumstances involved in such termination.
6.0 Ownership/Retention of Documents, Books and Records.
All writings prepared by Williams in the course of implementing this
Agreement, except working notepads and preliminary draft documents, are the
property of the City subject to the attorney-client and attorney work product
privileges.
Williams shall maintain any and all ledgers, books of account, invoices,
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vouchers, canceled checks, and other records or documents evidencing or relating to
charges for services, or expenditures and disbursements charged to City for a
minimum period of four (4) years, or for any longer period required by law, from
the date of payment to Williams under this Agreement.
Williams shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of four (4) years, or for
any longer period required by law, from the date of termination of this Agreement.
Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit by the City Manager, City
Auditor, City Attorney or designated City Councilmember(s), at any time during
regular business hours, upon written request by the City Council. Copies of such
documents shall be provided to the City for inspection at Ukiah Civic Center when
it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the
records shall be available at Williams's address indicated for receipt ofnotices in this
Agreement. Nothing herein shall require or permit the release or inspection of any
privileged document without the express written waiver of such privilege by the City
Council.
Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Williams's business,
City may, by written request by any of the above-named officers, require that
custody of the records be given to the City and that the records and documents be
maintained at City Hall.
7.0 Interest of Members of Local Public Agency.
No member of the governing body of the City, and no other officer, employee
or agent of the City who exercises any discretion, function or responsibility in
connection with the carrying out of any work, case, or matter to which this
Agreement pertains, shall have any personal interest, direct or indirect, in this
Agreement.
8.0 Adverse Interest of Counsel.
Williams agrees to secure the informed written consent of the City Council
before accepting any representation adverse to the City (actual or apparent) during
the term of this Agreement, to forego such representation if the City Council, in its
sole discretion, objects for any reason and to otherwise comply with the applicable
California Rules of Professional Responsibility.
9.0 Conflict of Interest.
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Williams certifies that no member, officer or employee of Williams is or will
be an officer or employee of the City except to the extent permitted by law.
Williams covenants and represents that he does not now have any investment
or interest in real property owned or managed by the City, and shall not acquire any
interest,direct or indirect, in City property or any other source of income, interest in
real property or investment which would be affected in any manner or degree by the
performance of Williams's services hereunder. Williams further covenants and
represents that in the performance of his duties hereunder no person having any such
interest shall perform any services under this Agreement.
10.0 Professional Ability of Williams.
City has relied upon the professional training and ability of Williams to
perform the services hereunder as a material inducement to enter into this
Agreement. Therefore, if Williams uses employees or independent contractors in
providing services hereunder, they must be properly skilled professional and
technical personnel appropriate to perform services under this Agreement. All work
performed by Williams under this Agreement shall be in accordance with
applicable legal requirements and shall meet the standard of quality ordinarily to
be expected of competent professionals in Williams's field of expertise.
11.0 Compliance with Laws.
Williams shall use the standard of care in his profession to comply with all
applicable federal, state and local laws, codes, ordinances and regulations. Williams
represents and warrants to City that he has the licenses, permits, qualifications,
insurance and approvals of whatsoever nature which are legally required of Williams
to practice his profession. Williams represents and warrants to City that Williams
shall, at his sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any licenses, permits, insurance and approvals which are
legally required of Williams to practice his profession, including a City Business
License.
12.0 Indemnity.
Williams agrees to defend, indemnify and hold harmless the City, its officers,
officials, agents, employees and volunteers from and against any and all claims,
demands, actions, losses, damages, injuries, and liability, direct or indirect
(including any and all costs and expenses in connection therein), arising out of the
performance of this Agreement or his failure to comply with any of his obligations
contained in this Agreement, except for any such claim arising out of the sole
negligence or willful misconduct of the City, its officers, agents, employees or
volunteers. Williams' responsibility for such defense and indemnity obligations shall
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survive the termination or completion of this Agreement for the full period of time
allowed by law. The defense and indemnification obligations of the Agreement are
undertaken in addition to, and shall not be in any way be limited by, the insurance
obligations contained in this Agreement.
Further, Williams will indemnify City, and hold it harmless, from an assertion
that as a result of providing services to City, Williams or any of his employees or
persons performing work pursuant to this Agreement is entitled to benefits from, or
is covered by, the Social Security retirement system or the California Public
Employees Retirement Systems..
13.0 Assignment and Subcontracting.
Williams shall not assign this Agreement or subcontract with others to provide
services to City under this Agreement without the prior written consent of the City
and approval by the City Council in the sole exercise of its discretion. Such
authorization shall specify the terms and conditions under which such consent is
given.
14.0 Choice of Forum.
The parties hereby agree that this Agreement is to be enforced in accordance
with the laws of the State of California, is entered into and/or is to be performed in
the City of Ukiah and that all claims or controversies arising out of or related to
performance under this Agreement shall be submitted to and resolved in the
California state courts in Mendocino County and the proper California appellate
courts.
15.0 Insurance.
Williams shall procure and maintain, at his sole cost and expense, automobile
and professional liability insurance. The coverages and minimum limits are set forth
in Exhibit C.
16.0 Notice.
Written communications and invoices under this agreement shall be deemed
given when delivered by personal delivery, email or overnight courier service or 24
hours after deposit in the United States Mail with proper first class postage affixed
and addressed as follows:
If to CITY: City Clerk
300 Seminary Ave.
Ukiah, CA 95482
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Llawler(&cityofukiah.com
With a copy to: City Manager
300 Seminary Avenue
Ukiah, CA 94025
ssangiacomo(&citvofukiah.com
City Attorney
405 West Perkins Street
Ukiah, CA 95482
drapportng,cityofukiah.com
If to Williams: Philip A. Williams
202 West Perkins St., Suite B
Ukiah, CA 95482
Pwil liams(&azimuslaw.com
Addresses for delivery of invoices and notices may be changed by giving notice thereof as provided in
this Section 16.
17.0 Nondiscrimination.
Williams shall not discriminate in the conduct of the work under this
Agreement against any employee, applicant for employment, or volunteer on the
basis of race, religious creed, color, national origin, ancestry, physical or mental
disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited
basis will not be tolerated.
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Williams agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Williams or Williams's employee or subcontractor on the basis of race, religious
creed, color, national origin, ancestry, physical or mental disability, marital status,
pregnancy, sex, age, sexual orientation or other prohibited basis will not be tolerated.
Williams agrees that any and all violation of this provision shall constitute a material
breach of the Agreement.
18.0 Independent Contractor.
In the performance of the services in this Agreement, Williams is an
independent contractor and is not an agent or employee of City. Williams, its
officers, employees, agents, and subcontractors, if any, shall have no power to bind
or commit City to any decision or course of action, and shall not represent to any
person or business that they have such power. Williams has and shall retain the right
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to exercise full control of the supervision of the services and over the employment,
direction, compensation, and discharge of all persons assisting Williams in the
performance of said service hereunder. Williams shall be solely responsible for all
matters relating to the payment of his employees, including compliance with social
security and income tax withholding,workers' compensation insurance, and all other
regulations governing such matters.
19.0 Amendment.
Except as otherwise stated herein, any and all obligations of City and Williams
are fully set forth and described in this Agreement. Any changes in this Agreement,
including any increase or decrease in the amount of compensation or any change in
the term, which shall be mutually agreed upon by and between City and Williams,
shall be set forth in written amendments to this Agreement.
20.0 Entire Agreement. This Agreement plus its Attachment(s) and
executed Amendments set forth the entire understanding between the parties.
21.0 Miscellaneous.
(a) Severability. If any term of this Agreement is held invalid by a court of
competent jurisdiction, the remainder of this Agreement shall remain in effect.
(b) Waiver. No waiver of a breach of any covenant, term, or condition of
this Agreement shall be a waiver of any other or subsequent breach of the same or
any other covenant, term or condition or a waiver of the covenant, term or condition
itself.
(c) Disclaimer of Guarantee. Nothing in this Agreement and nothing in
Attorney's statements to Client will be construed as a promise or guarantee about
the outcome of this matter. Attorney makes no such promises or guarantees.
Attorney's comments about the outcome of this matter are expressions of opinion
only, are neither promises nor guarantees, and will not be construed as promises or
guarantees. Any deposits made by client or estimate of costs and expenses given by
Attorney will not be a limitation on costs and expenses or a guarantee that costs and
expenses will not exceed the amount of the deposit or estimate. Actual costs and
expenses may vary significantly from estimates given.
(d) Counterparts: This Agreement may be executed and delivered in any
number of counterparts, each of which, when executed and delivered shall be
deemed an original and all of which together shall constitute the same agreement.
Facsimile or electronic signatures will have the same legal effect as original
signatures.
IN WITNESS WHEREOF, the City and Williams agree as set forth
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hereinabove as of the Effective Date.
PHILIP WILLIAMS
By: \ `
Philip Williams
CITY OF UKIAH
By:S
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Sage Sangiacomo, City Manager
ATTEST:
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By: Kristine Lawler(Sep 1,2023 13:13 PDT)
Kristine Lawler, City Clerk
Approved as to Form:
David J. Rapport, City Attorney
Exhibit A: Scope of Services
Exhibit B: Schedule of Charges
Exhibit C: Insurance Provisions
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Exhibit A
SCOPE OF SERVICES
Upon request of the City Manager after consultation with the City Attorney, Williams shall
provide legal services in the following categories:
1. Water Rights. Strategic counsel and legal advice on water rights matters, including the
City's actual and potential water rights, development, use and protection of those rights
and legal and administrative standards and procedures related to the acquisition,
preservation, use and disposition of the City's water rights.
2. Other matters. Williams will provide other legal services customarily provided by a
licensed California attorney in connection with special projects or issues as to which he has
specialized knowledge and experience, including continued engagement with Mendocino
Local Agency Formation Commission (LAFCo), local water agencies, other special
districts and government entities in the Ukiah Valley and environs to negotiate agreements
that promote and implement City Council established goals for sustainable growth and
municipal service delivery.
Williams shall only represent the City in litigation with approval on a case-by-case basis
of the City Council.
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Exhibit B
SCHEDULE OF C HARGES
1. Water Rights:
Legal Services: $350 per hour, billed in 15-minute increments.
Travel Time: $175 an hour,billed in 15-minute increments for travel outside
the City of Ukiah.
2. Other Matters:
Legal Services: Tier 1: $300 an hour, first 25 hours/month
Tier 2: $250 an hour, 26-55 hours/month
Tier 3: $200 an hour, 56 hours or more/month
Travel Time: $175 an hour, billed in 15-minute increments
Adjustment to Hourly Rates. The hourly rates set forth above shall remain in effect until
June 30,2024. Thereafter,unless otherwise negotiated,the hourly rates for Legal Services will
be increased by $5 annually and the rates for Travel Time will be increased by $2.50
annually, which the parties agree represents a fair and reasonable approximation of the
increase in the cost of providing services (Cost of Living).
Any increase in compensation beyond the compensation amount set forth in the preceding
paragraph must be authorized in advance by the City Council. The City shall not be liable
to pay Williams additional compensation requiring prior City Council approval until such
rate changes have received City Council approval.
Expense reimbursement. The City shall pay the following actual costs incurred by
Williams in performing services authorized by this Agreement as reported on monthly
invoices from Williams: actual costs of travel outside Ukiah for use of a private automobile
at the IRS authorized rate per mile, lodging, meals, parking and similar expenses, and coach
airfare for pre-approved commercial airplane travel, courier, express delivery and registered
or certified mail services, computerized legal research, major photocopying, conference
calls and litigation related expenses for litigation authorized by the City Council.
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Exhibit C
INSURANCE REQUIREMENTS
Williams shall maintain insurance as provided below.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. ISO Form No. CA 0001 (Ed. 1/78) covering Automobile
Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and
endorsement CA 0025.
2. Worker's Compensation Insurance as required by the Labor Code
of the State of California and Employers Liability Insurance.
3. Professional Liability Insurance covering damages which may
result from errors, omissions, or acts of professional negligence
by Williams.
B. Minimum Limits of Insurance
Williams shall maintain limits no less than:
t. Automobile Liability: $500,000 combined single limit per
accident for bodily injury and property damage.
2. _Worker's Compensation and Employers Liability: Worker's
compensation limits as required by the Labor Code of the State
of California and Employers Liability limits of $1,000,000 per
accident. Williams currently has no employees but shall comply
with worker's compensation requirements and Employers
Liability insurance requirements, if he hires employees during
the term of this Agreement.
3. Professional Liability Coverage: $500,000 combined single limit
per occurrence. If the coverage is an aggregate limit, the
aggregate limit must apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the
per occurrence limit.
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C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and
approved by the City. At the option of the City, either the insurer shall
reduce or eliminate such deductibles or self-insured retentions as
respects to the City, its officers, officials, employees and volunteers;
or the Williams shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following
provisions:
i. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against
the City, its officers, officials, employees and volunteers for
losses arising from Williams's performance of the work,pursuant
to this Agreement.
2. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be
the effective date of this Agreement. The policy period shall
extend from the termination of this Agreement and for a period
of three (3) years thereafter.
3. All Coveraees
Each Insurance policy required by this clause shall be endorsed
to state that coverage shall not be suspended, voided, canceled
by either party,reduced in coverage or in limits except after thirty
(30) days prior written notice by certified mail, return receipt
requested, has been given to the City.
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E. Acceptability ofInsurers
Insurance is to be placed with admitted California insurers with an
A.M. Best's rating of no less than A-VH for financial strength, AA
for long-term credit rating and AMB-1 for short-term credit rating.
F. Verification of Coveraee
Williams shall furnish the City with certificates of Insurance. The
Certificates and Endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its
behalf. The Certificates and Endorsements are to be on forms
provided or approved by the City. Where, by statute, the City's
Workers' Compensation - related forms cannot be used, equivalent
forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by
the City before Williams begins the work of this Agreement. The City
reserves the right to require complete, certified copies of all required
insurance policies, at any time. If Williams fails to provide the
coverages required herein, the City shall have the right, but not the
obligation, to purchase any or all of them. In that event, the cost of
insurance becomes part of the compensation due the contractor after
notice to Williams that City has paid the premium.
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