Silver Sage-Perma-DHS/Amicus 03LEGAL SERVICES AGREEMENT BETWEEN
THE CITY OF LA QUINTA AND GREINES, MARTIN,
STEIN & RICHLAND LLP FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into in the City of La Quinta on this
day of March, 2003, by and between the CITY OF LA QUINTA, a municipal
corporation, hereinafter referred to as the CITY, and GREINES, MARTIN, STEIN &
RICHLAND LLP, hereinafter referred to as CONTRACTOR.
WITNESSETH
WHEREAS, CITY is in need of legal services, and
WHEREAS, CONTRACTOR possesses skill and ability in the field of law for
which CITY requires legal services, and
WHEREAS, CITY desires to engage the services of CONTRACTOR to provide
said legal services.
NOW THEREFORE, in consideration of their mutual promises, obligations and
covenants hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from March 1, 2003, through
March 1, 2004.
2. CITY'S OBLIGATIONS. For providing services as specified in this
Agreement, CITY will pay and CONTRACTOR shall receive therefor: payments based
upon the schedule of charges attached hereto on Exhibit A and made a part hereof by this
reference.
Payments to the CONTRACTOR shall be made within 30 days after receipt
of an original invoice from the CONTRACTOR and receipt of services by CITY.
3. CONTRACTOR'S OBLIGATION. For and in consideration of the
payments and agreements hereinbefore mentioned to be made and performed by CITY,
CONTRACTOR agrees with CITY to provide said services which shall meet or exceed
the usual and customary professional standards applicable to the field of law which is the
subject of those services. Upon receipt of a file, CONTRACTOR shall provide an
independent written evaluation of the litigation to the City Attorney. CONTRACTOR
shall render interim verbal evaluations and provide semi-annual written status reports on
each active file on or about May 31 and November 30 of each year. CONTRACTOR
shall assist in negotiating settlements of cases as appropriate in cooperation with the City
Attorney.
4. INSURANCE. CONTRACTOR shall provide and maintain, at its own
expense during the term of this Agreement, a policy or policies of errors and omissions
insurance covering its activities hereunder.
5. AMENDMENTS. Any amendment, modification, or variation from the
terms of this Agreement shall be in writing and shall be effective only upon approval by
the City Manager and City Attorney of CITY.
6. TERMINATION. CITY may terminate this Agreement immediately with
or without cause by written notice to CONTRACTOR to said effect. CONTRACTOR
may terminate this Agreement with or without cause on 30 days written notice, except,
however, that this notice period shall be extended if CITY's interests may be prejudiced
thereby. In the event of termination by either party hereto, CONTRACTOR shall be
entitled to the reasonable value of its services performed prior to said termination, and
shall promptly forward, together with a written closing report, all files, including but not
limited to pleadings, exhibits and notes, to CITY or its designee. The closing report shall
describe the facts of the case(s), discuss all applicable laws thereto, evaluate the liability
or prospects of recovery or other relief, probable estimated damages/recovery, aggregate
fees and costs to date, and list and describe all future scheduled appearances and
filing/pleadings due dates.
7. CONFLICT OF INTEREST. CONTRACTOR agrees that it shall
scrupulously avoid performing services for any party or entering into any contractual or
other relationship with any party which might create a conflict with the rendering of
services hereunder, and CITY shall immediately be informed by CONTRACTOR of any
conflict of interest or potential conflict of interest which may arise during the term hereof
by virtue of any past, present, or prospective act or omission of CONTRACTOR. Upon
receiving said notification, or otherwise learning of such a conflict or potential conflict,
CITY may exercise its rights under Section 6 hereof, or resolve said conflict by any other
reasonable means in its sole discretion.
8. INCORPORATION BY REFERENCE. Exhibit A attached hereto and
made a part hereof shall be incorporated herein.
9. COMPLETE AGREEMENT. This written Agreement, including all
writings specifically incorporated herein by reference, shall constitute the complete
agreement between the parties hereto. No oral agreement, understanding, or
representation not reduced to writing and specifically incorporated herein shall be of any
2
force or effect, nor shall any such oral agreement, understanding or representation be
binding upon the parties hereto.
10. INDEPENDENT CONTRACTOR. CONTRACTOR shall be deemed to
be acting as an independent contractor. The employees of CONTRACTOR shall not be
deemed or construed to be the agents or employees of CITY for any purpose, including,
but not limited to, tort liability or to employee benefits such as retirement, worker's
compensation, or disability insurance.
11. ASSIGNMENT. This Agreement or any provision hereof or any right or
obligation arising hereunder is not assignable in whole or in part, without the express
written consent of CITY. Any attempt by CONTRACTOR to assign or subcontract any
performance of the services to be rendered pursuant to this Agreement without the
consent of CITY shall be null and void, shall create no financial obligation on the part of
CITY, and shall constitute a material breach of this Agreement
Notwithstanding these general provisions, CONTRACTOR may retain
such geotechnical, engineering and other consultants and experts as CONTRACTOR
may from time to time deem appropriate and make disbursements therefor (e.g., witness,
expert, and consulting fees, etc.) which shall be included with monthly billings, subject
to the provisions of Section 13 hereof. CONTRACTOR shall require that all consultants
and experts shall submit invoices detailing case name and the identity, schedule and
description of the work performed.
12. ANTI -DISCRIMINATION. In the performance of the terms of this
Agreement, CONTRACTOR agrees that it will not engage in, nor permit such
subcontractors as it may employ, to engage in discrimination in employment of persons
because of the age, race, color, sex, national origin or ancestry, or religion of such
persons.
13. AUDIT. CITY or its designee shall have the option of inspecting and/or
auditing all records and other written material used by CONTRACTOR in preparing its
statements to CITY as a condition precedent to any payment to CONTRACTOR.
CONTRACTOR shall make no charge for time expended in providing information
necessary for auditing records. No monthly billings hereunder shall exceed $5,000 nor
shall any single cost item in excess of $1,000 be billed in any month without prior
authorization for the rendering of said services or the incurring of said costs by the City
Attorney or his designee.
14. NOTICE. All written notices to the parties hereto shall be sent by United
States mail, postage prepaid by registered or certified mail addressed as follows:
3
CITY Katherine Jenson, Esq., City Attorney
City of La Quinta
Rutan & Tucker LLP
611 Anton Boulevard, #1400
Post Office Box 1950
Costa Mesa, California 92628-1950
CONTRACTOR Timothy T. Coates, Esq.
Greines, Martin, Stein & Richland LLP
5700 Wilshire Boulevard, Suite 375
Los Angeles, California 90036-3697
15. SEVERABILITY. Should any section, subdivision, or provision hereof be
found invalid or unenforceable by any court of competent jurisdiction, such ruling shall
not affect the remainder hereof, which shall remain in full force and effect.
16. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and
CONTRACTOR do covenant that each individual executing this Agreement on behalf of
each party is a person duly authorized and empowered to execute agreements for such
party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
Kath ne Jenson, City Attorney
0
CITY OF LA QUINTA
A Municipal Corporation
By
Thomas P. Genovese, City Manager
GREINES, MARTIN, STEIN &
RICHLAND LU
y T: Coates
EXHIBIT A
1. Time will be billed in six -minute increments. In addition to the hourly fees,
CONTRACTOR shall be reimbursed for its actual out-of-pocket expenses for filing fees,
postage, messenger service, travel, contractor reproduction of documents, etc., but
without any additional cost for having advanced the funds. CONTRACTOR shall not be
reimbursed for utilities, insurance or for staff time or overtime in performing
secretarial/clerical functions or word processing.
2. CONTRACTOR's billings shall be segregated by case name and shall be itemized
and state all out-of-pocket expenses described above, as well as identifying each attorney
providing service, the nature of the service rendered, the time consumed in rendering
such services, the hourly rates for the services, and the total billings (expenses and time)
for each case. Billings shall be submitted not more frequently than monthly.
3. ALL ATTORNEY TIME shall be billed at the rate of two hundred sixty
($260.00) per hour for partner time and two hundred twenty ($220) -per hour for associate
time. Paralegals' services shall be billed at the rate of ninety five ($95.00) per hour and
law clerks shall be billed at sixty-five ($65.00) per hour.
4. CONTRACTOR shall provide representation of the CITY and advice with respect to
appellate and law and motion matters in the action entitled Silver Sage Development Corp.
v. City of Desert Hot Springs, United States District Court Case No. CV 91-06804 CBM.
CITY acknowledges that CONTRACTOR is performing the same legal services on behalf
of the following cities in said action: City of Moreno Valley, City of Simi Valley, City of
Palm Desert, City of La Quinta, City of Hemet, and City of Palm Springs. The City's
liability for attorneys fees in connection with this matter shall be calculated by apportioning
the fees on a monthly basis according to the following schedule:
City of Moreno Valley
22.1844%
City of Simi Valley
30.0566%
City of Palm Desert
8.3271 %
City of La Quinta
4.5979%
City of Hemet
12.2046%
City of Palm Springs
22.6294%
The billing rates shall be subject to annual review and adjustment as may be
agreed between the parties to this Agreement. Any rate increase will require amendment
to this Agreement.
5
5 . INSURANCE
5.1 Insurance.
The CONTRACTOR shall procure and maintain, at its sole cost and expense, in a
form and content satisfactory to CITY, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
5.1.1 Commercial General Liability Insurance.
A policy of commercial general liability insurance written on a per occurrence
basis with a combined single limit of at least $1,000,000 bodily injury and property
damage including coverages for contractual liability, personal injury, independent
contractors, broadform property damage, products and completed operations. The
General Liability Policy shall name the City of La Quinta as an additional insured in
accordance with standard ISO additional insured endorsement form CG2010(1185) or
equivalent language.
5.1.2 Worker's Compensation Insurance.
A policy of worker's compensation insurance in such amount as will fully comply
with the laws of the State of California and which will include $1,000,000 employer's
liability.
5.1.3 Business Automobile Insurance.
A policy of business automobile liability insurance written on a per occurrence
basis with a single limit liability in the amount of $1,000,000 bodily injury and property
damage. Said policy shall include coverage for owned, non -owned, leased and hired
cars.
5.1.4 Additional Insurance.
Policies of such other insurance, including professional liability insurance in a
minimal amount of $1,000,000 if contract has professional liability exposure, as may be
required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name
the CITY, its officers, employees and agents as additional insureds. The insurer shall
waive all rights of subrogation and contribution it may have against the CITY, its
officers, employees and agents and their respective insurers. In the event any of said
policies of insurance are canceled, the CONTRACTOR shall, prior to the cancellation
G
date, submit new evidence of insurance in conformance with this Section 5.1 to the
Contract Officer. No work or services under this Agreement shall commence until the
CONTRACTOR has provided the CITY with Certificates of Insurance or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City.
The CONTRACTOR agrees that the provisions of this Section 5.1 shall not be
construed as limiting in any way the extent to which the CONTRACTOR may be held
responsible for the payment of damages to any persons or property resulting from the
CONTRACTOR's activities or the activities of any person or persons for which the
CONTRACTOR is otherwise responsible.
In the event the CONTRACTOR subcontracts any portion of the work, the
contract between the CONTRACTOR and each subcontractor shall require the
subcontractor to maintain the same policies of insurance that the CONTRACTOR is
required to maintain pursuant to this Section 5.1.
h
LEGAL SERVICES AGREEMENT
BETWEEN THE CITY OF LA QUINTA, AND SULMEYER, KUPETZ, BAUMANN &
ROTHMAN, A PROFESSIONAL CORPORATION FOR LEGAL SERVICES
THIS LEGAL SERVICES AGREEMENT ("Agreement") dated January l 3,
2003, is made by and between the City of LA QUINTA ("CITY"), on one hand and
SULMEYER, KUPETZ, BAUMANN & ROTHMAN, a Professional Corporation
("CONTRACTOR").
WITNESSETH:
WHEREAS, CITY is in need of legal services with specific emphasis on
bankruptcy and bankruptcy related matters in the Desert Hot Springs, Chapter 9 Bankruptcy
matter, and
WHEREAS, CONTRACTOR possesses skill and ability in the field of law for
which CITY requires legal services, and
WHEREAS, CITY desires to engage the services of CONTRACTOR to provide
said legal services.
WHEREAS, the Cities of SIMI VALLEY, PALM SPRINGS, HEMET,
MORENO VALLEY, PALM DESERT, AND LA QUINTA desire to retain the services of
CONTRACTOR to share on a pre -arranged percentage basis the responsibility of payment to
CONTRACTOR.
WHEREAS, each city has agreed to enter into a separate agreement with the
CONTRACTOR
NOW THEREFORE, in consideration of their mutual promises, obligations and
covenants hereinafter contained, the parties hereto agree as follows:
[FVZ\AGT1467153.1 3/29/03 (3:57 PM)]
1. TERM. The term of this Agreement shall be from January L 3, 2003,
through January 31, 2004.
2. CITY'S OBLIGATIONS. For providing services as specified in this
Agreement CITY will pay and CONTRACTOR shall receive therefor: payments based upon
the schedule of charges attached hereto on Exhibit A and made a part hereof by this reference.
The cities of SIMI VALLEY, PALM SPRINGS, HEMET, MORENO VALLEY, PALM
DESERT AND LA QUINTA will collectively participate in paying the CONTRACTOR for
fees generated under this agreement. However, each City has agreed to pay a pre -arranged
Percentage of Responsibility ONLY, which is specified in each separate agreement with the
cities and this Agreement at Section 14 below.
Payments to the CONTRACTOR shall be made within 30 days after receipt of
an original invoice from the CONTRACTOR and receipt of services by CITY.
3. CONTRACTOR'S OBLIGATION. For and in consideration of the
payments and agreements hereinbefore mentioned to be made and performed by CITY,
CONTRACTOR agrees with CITY to provide said services, which shall meet or exceed the
usual and customary professional standards applicable to the field of law, which is the subject
of those services. Upon receipt of a file, CONTRACTOR shall provide an independent written
evaluation of the litigation to the City Attorney. CONTRACTOR shall render interim verbal
evaluations and provide semi-annual written status reports on each active file on or about May
31 and November 30 of each year. CONTRACTOR shall assist in negotiating settlements of
cases as appropriate in cooperation with the City Attorney of CITY.
[FVZ\AGT1467153.1 3/29/03 (3:57 PM)] 2
4. INSURANCE AND INDEMNIFICATION.
4.1 The CONTRACTOR shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to CITY, during the entire term of this
Agreement including any extension thereof, the following policies of insurance:
4.1.1 Commercial General Liability Insurance.
A policy of commercial general liability insurance written on a per occurrence
basis with a combined single limit of at least $1,000,000 bodily injury and property damage
including coverages for contractual liability, personal injury, independent contractors,
broadform property damage, products and completed operations. The General Liability Policy
shall name the CITY as an additional insured in accordance with standard ISQ additional
insured endorsement form CG2010(1185) or equivalent language.
4.1.2 Worker's Compensation Insurance.
A policy of worker's compensation insurance in such amount as will fully
comply with the laws of the State of California and which will include $1,000,000 employer's
liability.
4.1.3 Business Automobile Insurance.
A policy of business automobile liability insurance written on a per occurrence
basis with a single limit liability in the amount of $1,000,000 bodily injury and property
damage. Said policy shall include coverage for owned, non -owned, lased and hired cars.
4.1.4 Additional Insurance.
[FVZ\AGT"467153.1 3/29/03 (3:57 PM)] 3
Policies of such other insurance, including professional liability insurance in a
minimal amount of $1,000,000 if contract has professional liability exposure, as may be
required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name
the CITY, its officers, employees and agents as additional insureds. The insurer shall waive all
rights of subrogation and contribution it may have against the CITY, its officers, employees
and agents and their respective insurers. In the event any of said policies of insurance are
canceled, the CONSULTANT shall, prior to cancellation date, submit new evidence of
insurance in conformance with this Section 4.1 to Contract Officer. No work or services under
this Agreement shall commence until the CONSULTANT has provided the CITY with
Certificates of Insurance or appropriate insurance binders evidencing the above insurance
coverages and said Certificates of Insurance or binders are approved by the CITY.
The CONTRACTOR agrees that the provisions of this Section 4.1 shall not be
construed as limiting in any way the extent to which the CONSULTANT may be held
responsible for the payment of damages to any persons or property resulting from the
CONSULTANT'S activities or the activities of any person or persons for which the
CONSULTANT is otherwise responsible.
In the event the CONSULTANT subcontracts any portion of the work in
compliance with Section 11 of this Agreement, the contract between the CONSULTANT and
each subcontractor shall require the subcontractor to maintain the same policies of insurance
that the CONSULTANT is required to maintain pursuant to this Section 4.1.
[FVZ\AGTn467153.1 3/29/03 (3:57 PM)] 4
5. AMENDMENTS. Any amendment, modification, or variation from the
terms of this Agreement shall be in writing and shall be effective only upon approval by the
City Manager and City Attorney of CITY.
6. TERMINATION. CITY may terminate this Agreement immediately
with or without cause by written notice to CONTRACTOR to said effect. CONTRACTOR
may terminate this Agreement with or without cause on 30 days written notice, except,
however, that this notice period shall be extended if CITY'S interests may be prejudiced
thereby. In the event of termination by either party hereto, CONTRACTOR shall be entitled to
the reasonable value of its services performed prior to said termination, and shall promptly
forward, together with a written closing report, all files, including but not limited to, pleadings,
exhibits and notes, to CITY or its designee. The closing report shall describe the facts of the
case(s), discuss all applicable laws thereto, evaluate the liability or prospects of recovery or
other relief, probable estimated damages/recovery, aggregate fees and costs to date, and list and
describe all future scheduled appearances and filings/pleadings due dates.
7. CONFLICT OF INTEREST. CONTRACTOR agrees that it shall
scrupulously avoid performing services for any party or entering into any contractual or other
relationship with any party which might create a conflict with the rendering of services
hereunder, and CITY shall immediately be informed by CONTRACTOR of any conflict of
interest or potential conflict of interest which may arise during the term hereof by virtue of any
past, present, or prospective act or omission of CONTRACTOR. Upon receiving said
notification, or otherwise learning of such a conflict or potential conflict, CITY may exercise
its rights under Section 6 hereof, or resolve said conflict by any other reasonable means in its
sole discretion.
[FVZ\AG'n467153.1 3/29/03 (3:57 PM)] 5
8. INCORPORATION BY REFERENCE. Exhibit A attached hereto
and made a part hereof shall be incorporated herein. Any conflict between Exhibit A or any
other writings incorporated herein and this Agreement shall be resolved by the terms of this
Agreement without reference to Exhibit A or such other writings.
9. COMPLETE AGREEMENT. This written Agreement, including all
writings specifically incorporated herein by reference, shall constitute the complete agreement
between the parties hereto. No oral agreement, understanding, or representation not reduced to
writing and specifically incorporated herein shall be of any force or effect, nor shall any such
oral agreement, understanding or representation be binding upon the parties hereto.
10. INDEPENDENT CONTRACTOR. CONTRACTOR shall be deemed
to be acting as an independent contractor. The employees of CONTRACTOR shall not be
deemed or construed to be the agents or employees of CITY for any purpose, including, but not
limited to, tort liability or to employee benefits such as retirement, worker's compensation, or
disability insurance.
11. ASSIGNMENT. This Agreement or any provision hereof or any right
or obligation arising hereunder is not assignable in whole or part, without the express written
consent of CITY. Any attempt by CONTRACTOR to assign or subcontract any performance
of the services to be rendered pursuant to this Agreement without the consent of CITY shall be
null and void, shall create no financial obligation on the part of CITY, and shall constitute a
material breach of this Agreement.
Notwithstanding these general provisions, CONTRACTOR may retain such
geotechnical, engineering and other consultants and experts as CONTRACTOR may from time
to time deem appropriate and make disbursements therefor (eg. witness, expert, and consulting
[FVZ\AGW67153.1 3/29/03 (3:57 PM)] 6
fees, etc.) which shall be included with monthly billings, subject to the provisions of Section 13
hereof. CONTRACTOR shall require that all consultants and experts shall submit invoices
detailing case name and the identity, schedule and description of the work performed.
12. ANTI -DISCRIMINATION. In the performance of the terms of this
Agreement, CONTRACTOR agrees that it will not engage in, nor permit such subcontractors
as it may employ, to engage in discrimination in employment of persons because of the age,
race, color, sex, national origin or ancestry, or religion of such persons.
13. AUDIT. CITY or its designee shall have the option of inspecting and/or
auditing all records and other written material used by CONTRACTOR in preparing its
statements to CITY as a condition precedent to any payment to CONTRACTOR.
CONTRACTOR shall make no charge for time expended in providing information necessary
for auditing records. No monthly billings hereunder shall exceed $15,000 nor shall any single
cost item in excess of $1,000 be billed in any month without prior authorization for the
rendering of said services or the incurring of said costs by the City Attorney or his or her
designee.
14. NOTICE. All written notices to the parties hereto shall be sent by
United States mail, postage prepaid by registered or certified mail addressed as follows:
CITY:
David Hirsch
City Attorney, City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, California 93063-2199
Dawn Honeywell
City Attorney, City of Palm Springs
Burke, Williams & Sorensen
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
Julie Biggs
Amy Morgan
Percentage of Responsibility
30.0566%
22.6294%
[1FVZ\AGn467153.1 3/29/03 (3:57 PM)] 7
City Attorney, Hemet
Burke, Williams & Sorensen
3403 loth Street, Suite 300
Riverside, California 92502
12.2046%
Robert Herrick
City Attorney, City of Moreno Valley 22.1844%
14177 Frederick Street
Post Office Box 88005
Moreno Valley, California 92552-0805
David J. Erwin
City Attorney, Palm Desert 08.3271%
Best, Best & Krieger
P.O. Box 13650
Palm Desert, California 92255
Kathy Jenson
City Attorney, La Quinta 04.5979%
Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
CONTRACTOR Frank V. Zerunyan, Member
SULMEYER, KUPETZ, BAUMANN &
ROTHMAN
300 South Grand Avenue, 14th Floor
Los Angeles, California 90071
15. SEVERABILITY. Should any section, subsection, or provision hereof
be found invalid or unenforceable by any court of competent jurisdiction, such ruling shall not
affect the remainder hereof, which shall remain in full force and effect.
16. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and
CONTRACTOR do covenant that each individual executing this Agreement on behalf of each
party is a person duly authorized and empowered to execute agreements for such party.
17. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be deemed an original, but taken together shall constitute one
instrument.
[FVZ\AGT1467153.1 3/29/03 (3:57 PM)] 8
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
Alice K. Redondo
Assistant City Clerk
APPROVED AS TO FORM:
David H. Hirsch, City Attorney
CITY OF SIMI VALLEY,
A Municipal Corporation
IM
Mike Sedell, City Manager
SULMEYER KUPETZ BAUMANN &
ROTHMAN
Frank V. Zerunyan
[FVZ\AGTA67153.1 3/29/03 (3:57 PM)] 9
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
Julie Hayward Briggs, City Attorney
CITY OF SIMI HEMET
A Municipal Corporation
wo
Steve Temple, City Manager
SULMEYER KUPETZ BAUMANN &
ROTHMAN
Frank V. Zerunyan
[FVZ\AGW67153.1 3/29/03 (3:57 PM)] 10
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
AKathyyon, City AlKmey
CITY OF LA QUINTA
A Municipal Corporation
By:
100- Thomas P. Genovese, City Manager
[FVZ\AGn467153.1 3/29/03 (3:57 PM)] 11
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
CITY OF MORENO VALLEY,
A Municipal Corporation
IM
Robert D. Herrick, City Attorney
SULMEYER KUPETZ BAUMANN &
ROTHMAN
IM
Frank V. Zerunyan
[FVZ\AG'n467153.1 3/29/03 (3:57 PM)] 12
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
CITY OF PALM DESERT
A Municipal Corporation
M
Carlos Ortega, City Manager
SULMEYER KUPETZ BAUMANN &
ROTHMAN
By
David Erwin, City Attorney Frank V. Zerunyan
[FVZ\AGn467153.1 3/29/03 (3:57 PM)] . 13
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
, City Attorney
CITY OF PALM SPRINGS
A Municipal Corporation
, City Manager
SULMEYER KUPETZ BAUMANN &
ROTHMAN
a
Frank V. Zerunyan
[FVZ\AGT�467153.1 3/29/03 (3:57 PM)] 14
EXHIBIT A
1. Time will be billed in six -minute increments. In addition to the hourly fees,
CONTRACTOR shall be reimbursed for its actual out-of-pocket expenses for filing fees,
postage, messenger service, travel, contractor reproduction of documents, etc. but without any
additional cost for having advanced the funds. CONTRACTOR shall not be reimbursed for
utilities, insurance or for staff time or overtime in performing secretarial/clerical functions or
word processing.
2. CONTRACTOR'S billings shall be segregated by case name and shall be itemized and
state all out-of-pocket expenses described above as well as identify each attorney providing
service, the nature of the service rendered, the time consumed in rendering such services, the
hourly rates for the services, and the total billings (expenses and time) for each case. Billings
shall be submitted not more frequently than monthly.
3. ALL ATTORNEY AND PARALEGAL TIME shall be billed at the rates attached
hereto as Exhibit Al (as a courtesy CONTRACTOR shall honor 2002 rates as opposed to
increased 2003 rates, which are also attached for information purposes only). Provided that
CONTRACTOR's Invoices are paid in a timely manner as provided herein, CITY shall be
entitled to a 10% Discount on all the 2002 rates stated on Exhibit Al.
The billing rates shall be subject to annual review and adjustment as maybe
agreed between the parties to this Agreement. Any rate increase will require amendment to this
Agreement.
[FVZ\AGn467153.1 3/29/03 (3:57 PM)] 15
SULMEYER. KUPETZ. BAUMANN & ROTHMAN
2003 RATES FOR PROFESSIONAL SERVICES
ATTORNEYS INITIALS
Abrams, J. G.
Avery, W. H.
Baumann, R. G.
Davis, J. R.
Ehrenberg, H. M.
Gordon, R. E.
Horoupian, M. S.
Kilbride, W. K.
Ku petz, A. L.
Kupetz, D. S.
Lev, D. A.
Madris, H. N.
Miller, E. D.
Pomerance, J. M.
Rallis, D. G.
Sahn, V. A.
Saperstein, I.
Shaham, Y.
Simons, L. D.
Sousa, A. M.
Sparer, L.
Stanfield, D. C.
Sulmeyer, I.
Tippie, A. G.
Tompkins, M. A.
Wainess, S. R.
Walden, L. A.
Zerunyan, F. V.
LAW CLERK
Stuhl, S. A.
PARALEGALS
Iturrizaga, J. I.
Kennedy, R. G.
Mann -Wooten, T.
DOCUMENT CLERK
Thompson, M.
Members
Of Counsel
Associates
JGA
WHA
RGB
JRD
HME
REG
MSH
W KK
ALK
DSK
DAL
HNM
EDM
JMP
DGR
VAS
ISS
YXS
LDS
AMS
LXS
DCS
IS
AGT
MAT
SRW
LAW
FVZ
SAS
JII
RGK
TMW
MT
RATE
325
325
400
350
400
500
325
300
500
425
350
325
350
325
375
425
375
200
275
375
275
350
550
425
225
375
285
350
150
120
130
65
325-550
325-500
200-325
[FVZ\AGR467153.1 3/29/03 (3:57 PM)] 16
SULMEYER KUPETZ BAUMANN & ROTHMAN
EXHIBIT A 1
2002 RATES FOR PROFESSIONAL SERVICES
ATTORNEYS
INITIALS
RATE
Abrams, J. G.
JGA
300
Avery, W. H.
WHA
300
Baumann, R. G.
RGB
400
Davis, J.R.
JRD
300
Ehrenberg, H. M.
HME
375
Gordon, R. E.
REG
450
Horoupian, M. S.
MSH
275
Kilbride, W. K.
WKK
275
Kupetz, A. L.
ALK
500
Kupetz, D. S.
DSK
375
Lev, D. A.
DAL
300
Madris, H. N.
HNM
275
Miller, E. D.
EDM
300
Pomerance, J. M.
JMP
300
Rallis, D. G.
DGR
350
Sahn, V. A.
VAS
400
Saperstein, I.
ISS
375
Shaham, Y.
YXS
175
Sousa, A. M.
AMS
325
Sparer, L.
LXS
250
Stanfield, D. C.
DCS
325
Sulmeyer, I.
IS
550
Tipple, A. G.
AGT
400
Tompkins, M. A.
MAT
195
Wainess, S. R.
SRW
350
Zerunyan, F. V.
FVZ
325
LAW CLERK
Stuhl, S. A. SAS 150
PARALEGALS
Franklin, Y. D. YDF 110
Iturrizaga, J. I. JII 110
Kennedy, R. G. RGK 120
Mann -Wooten, T. TMW 60
DOCUMENT CLERK
Thompson, M. MT 60
Members 295-550
Of Counsel 275-450
Associates 180-275
[FVZ\AGT1467153.1 3/29/03 (3:57 PM)] 17
LEGAL SERVICES AGREEMENT BETWEEN
THE CITY OF LA QUINTA AND-GREINES, MARTIN,
STEIN & RICHLAND LLP FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into in the City of La Quinta on this
day of March, 2004, by and between the CITY OF LA QUINTA, a municipal
corporation, hereinafter referred to as the CITY, and GREINES, MARTIN, STEIN &
RICHLAND LLP, hereinafter referred to as CONTRACTOR.
WITNESSETH
WHEREAS, CITY is in need of legal services, and
WHEREAS, CONTRACTOR possesses skill and ability in the field of law for
which CITY requires legal services, and
WHEREAS, CITY desires to engage the services of CONTRACTOR to provide
said legal services.
NOW THEREFORE, in consideration of their mutual promises, obligations and
covenants hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from March 1, 2004, through
March 1, 2005.
2. CITY'S OBLIGATIONS. For providing services as specified in this
Agreement, CITY will pay and CONTRACTOR shall receive therefor: payments based
upon the schedule of charges attached hereto on Exhibit A and made a part hereof by this
reference.
Payments to the CONTRACTOR shall be made within 30 days after receipt
of an original invoice from the CONTRACTOR and receipt of services by CITY.
3. CONTRACTOR'S OBLIGATION. For and in consideration of the
payments and agreements hereinbefore mentioned to be made and performed by CITY,
CONTRACTOR agrees with CITY to provide said services which shall meet or exceed
the usual and customary professional standards applicable to the field of law which is the
subject of those services. Upon r ceipt of a file, CONTRACTOR shall provide an
of the litigation to the City Attorney. CONTRACTOR
independent written evaluationg ty y
shall render interim verbal evaluations and provide semi-annual written status reports on
each active file on or about May 31 and November 30 of each year. CONTRACTOR
shall assist in negotiating settlements of cases as appropriate in cooperation with the City
Attorney. -
4. INSURANCE. CONTRACTOR shall provide and maintain, at its own
expense during the term of this Agreement, a policy or policies of errors and omissions
insurance covering its activities hereunder.
5. AMENDMENTS. Any amendment, modification, or variation from the
terms of this Agreement shall be in writing and shall be effective only upon approval by
the City Manager and City Attorney of CITY.
6. TERMINATION. CITY may terminate this Agreement immediately with
or without cause by written notice to CONTRACTOR to said effect. CONTRACTOR
may terminate this Agreement with or without cause on 30 days written notice, except,
however, that this notice period shall be extended if CITY's interests may be prejudiced
thereby. In the event of termination by either party hereto, CONTRACTOR shall be
entitled to the reasonable value of its services performed prior to said termination, and
shall promptly forward, together with a written closing report, all files, including but not
limited to pleadings, exhibits and notes, to CITY or its designee. The closing report shall
describe the facts of the case(s), discuss all applicable laws thereto, evaluate the liability
or prospects of recovery or other relief, probable estimated damages/recovery, aggregate
fees and costs to date, and list and describe all future scheduled appearances and
filing/pleadings due dates.
7. CONFLICT OF INTEREST. CONTRACTOR agrees that it shall
scrupulously avoid performing services for any party or entering into any contractual or
other relationship with any party which might create a conflict with the rendering of
services hereunder, and CITY shall immediately be informed by CONTRACTOR of any
conflict of interest or potential conflict of interest which may arise during the term hereof
by virtue of any past, present, or prospective act or omission of CONTRACTOR. Upon
receiving said notification, or otherwise learning of such a conflict or potential conflict,
CITY may exercise its rights under Section 6 hereof, or resolve said conflict by any other
reasonable means in its sole discretion.
8. INCORPORATION BY REFERENCE. Exhibit A attached hereto and
made a part hereof shall be incorporated herein.
9. COMPLETE AGREEMENT. This written Agreement, including all
writings specifically incorporated herein by reference, shall constitute the complete
agreement between the parties hereto. No oral agreement, understanding, or
representation not reduced to writing and specifically incorporated herein shall be of any
2
force or effect, nor shall any such oral agreement, understanding or representation be
binding upon the parties hereto. -
10. INDEPENDENT CONTRACTOR. CONTRACTOR shall be deemed to be
acting as an independent contractor. The employees of CONTRACTOR shall not be
deemed or construed to be the agents or employees of CITY for any purpose, including,
but not limited to, tort liability or to employee benefits such as retirement, worker's
compensation, or disability insurance.
11. ASSIGNMENT. This Agreement or any provision hereof or any right or
obligation arising hereunder is not assignable in whole or in part, without the express
written consent of CITY. Any attempt by CONTRACTOR to assign or subcontract any
performance of the services to be rendered pursuant to this Agreement without the
consent of CITY shall be null and void, shall create no financial obligation on the part of
CITY, and shall constitute a material breach of this Agreement
Notwithstanding these general provisions, CONTRACTOR may retain such
geotechnical, engineering and other consultants and experts as CONTRACTOR may
from time to time deem appropriate and make disbursements therefor (e.g., witness,
expert, and consulting fees, etc.) which shall be included with monthly billings, subject to
the provisions of Section 13 hereof. CONTRACTOR shall require that all consultants
and experts shall submit invoices detailing case name and the identity, schedule and
.description of the work performed.
12. ANTI -DISCRIMINATION. In the performance of the terms of this
Agreement, CONTRACTOR agrees that it will not engage in, nor permit such
subcontractors as it may employ, to engage in discrimination in employment of persons
because of the age, race, color, sex, national origin or ancestry, or religion of such
persons.
13. AUDIT. CITY or its designee shall have the option of inspecting and/or
auditing all records and other written material used by CONTRACTOR in preparing its
statements to CITY as a condition precedent to any payment to CONTRACTOR.
CONTRACTOR shall make no charge for time expended in providing information
necessary for auditing records. No monthly billings hereunder shall exceed $5,000 nor
shall any single cost item in excess of $1,000 be billed in any month without prior
authorization for the rendering of said services or the incurring of said costs by the City
Attorney or his designee.
14. NOTICE. All written notices to the parties hereto shall be sent by United
States mail, postage prepaid by registered or certified mail addressed as follows:
3
CITY Katherine Jenson, Esq., City Attorney
City of La Quinta
Rutan & Tucker LLP
611 Anton Boulevard, # 1400
Post Office Box 1950
Costa Mesa, California 92628-1950
CONTRACTOR Timothy T. Coates, Esq.
Greines, Martin, Stein & Richland LLP
5700 Wilshire Boulevard, Suite 375
Los Angeles, California 90036-3697
15. SEVERABILITY. Should any section, subdivision, or provision hereof be
found invalid or unenforceable by any court of competent jurisdiction, such ruling shall
not affect the remainder hereof, which shall remain in full force and effect.
16. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and
CONTRACTOR do covenant that each individual executing this Agreement on behalf of
each party is a person duly authorized and empowered to execute agreements for such
Ply
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
►11► r
APPROVED AS TO FORM:
Katherine enson, Ci Attorney
4
CITY OF LA QUINTA
A Municipal Corporation
Bye
Thomas P. Genovese, City Manager
GREINES,, MARTIN, STEIN &
RICHLAND LLP
M
CITY Katherine Jenson, Esq., City Attorney
City of La Quinta
Rutan & Tucker LLP
611 Anton Boulevard, # 1400
Post Office Box 1950
Costa Mesa, California 92628-1950
CONTRACTOR Timothy T. Coates, Esq.
Greines, Martin, Stein & Richland LLP
5700 Wilshire Boulevard, Suite 375
Los Angeles, California 90036-3697
15. SEVERABILITY. Should any section, subdivision, or provision hereof be
found invalid or unenforceable by any court of competent jurisdiction, such ruling shall
not affect the remainder hereof, which shall remain in full force and effect.
16. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and
CONTRACTOR do covenant that each individual executing this Agreement on behalf of
each party is a person duly authorized and empowered to execute agreements for such
PAY•
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
ATTEST:
APPROVED AS TO FORM:
4
CITY OF LA QUINTA
A Municipal Corporation
By
Thomas P. Genovese, City Manager
GREINES, MARTIN, STEIN &
RICHLAND LLP
Y
Tidio by T. Coates
EXHIBIT A
1. Time will be billed in six -minute increments. In addition to the hourly fees,
CONTRACTOR shall be reimbursed for its actual out-of-pocket expenses for filing fees,
postage, messenger service, travel, contractor reproduction of documents, etc., but
without any additional cost for having advanced the funds. CONTRACTOR shall not be
reimbursed for utilities, insurance or for staff time or overtime in performing
secretarial/clerical functions or word processing.
2. CONTRACTOR's billings shall be segregated by case name and shall be itemized
and state all out-of-pocket expenses described above, as well as identifying each attorney
providing service, the nature of the service rendered, the time consumed in rendering such
services, the hourly rates for the services, and the total billings (expenses and time) for
each case. Billings shall be submitted not more frequently than monthly.
3. ALL ATTORNEY TIME shall be billed at the rate of two hundred sixty ($260.00)
per hour for partner time and two hundred twenty ($220) per hour for associate time.
Paralegals' services shall be billed at the rate of ninety five ($95.00) per hour and law
clerks shall be billed at sixty-five ($65.00) per hour.
4. CONTRACTOR shall provide representation of the CITY and advice with respect to
appellate and law and motion matters in the action entitled Silver Sage Development Corp.
v. City of Desert Hot Springs, United States District Court Case No. CV 91-06804 CBM.
CITY acknowledges that CONTRACTOR is performing the same legal services on behalf
of the following cities in said action: City of Moreno Valley, City of Simi Valley, City of
Palm Desert, City of La Quinta, City of Hemet, and City of Palm Springs. The City's
liability for attorneys fees in connection with this matter shall be calculated by apportioning
the fees on a monthly basis according to the following schedule:
City of Moreno Valley
22.1844%
City of Simi Valley
30.0566%
City of Palm Desert
8.3271%
City of La Quinta
4.5979%
City of Hemet
12.2046%
City of Palm Springs
22.6294%
The billing rates shall be subject to annual review and adjustment as may be
agreed between the parties to this Agreement. Any rate increase will require amendment
to this Agreement.
5
5. INSURANCE
5.1 Insurance.
The CONTRACTOR shall procure and maintain, at its sole cost and expense, in a
form and content satisfactory to CITY, during the entire term of this Agreement including
any extension thereof, the following policies of insurance:
5.1.1 Commercial General Liability Insurance.
A policy of commercial general liability insurance written on a per occurrence
basis with a combined single limit of at least $1,000,000 bodily injury and property
damage including coverages for contractual liability, personal injury, independent
contractors, broadform property damage, products and completed operations. The
General Liability Policy shall name the City of La Quinta as an additional insured in
accordance with standard ISO additional insured endorsement form CG2010(1185) or
equivalent language.
5.1.2 Worker's Compensation Insurance.
A policy of worker's compensation insurance in such amount as will fully comply
with the laws of the State of California and which will include $1,000,000 employer's
liability.
5.1.3 Business Automobile Insurance.
A policy of business automobile liability insurance written on a per occurrence
basis with a single limit liability in the amount of $1,000,000 bodily injury and property
damage. Said policy shall include coverage for owned, non -owned, leased and hired cars.
5.1.4 Additional Insurance.
Policies of such other insurance, including professional liability insurance in a
minimal amount of $1,000,000 if contract has professional liability exposure, as may be
required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name
the CITY, its officers, employees and agents as additional insureds. The insurer shall
waive all rights of subrogation and contribution it may have against the CITY, its
officers, employees and agents and their respective insurers. In the event any of said
policies of insurance are canceled, the CONTRACTOR shall, prior to the cancellation
date, submit new evidence of insurance in conformance with this Section 5.1 to the
Cl
Contract Officer. No work or services under this Agreement shall commence until the
CONTRACTOR has provided the CITY with Certificates of Insurance or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City.
The CONTRACTOR agrees that the provisions of this Section 5.1 shall not be
construed as limiting in any way the extent to which the CONTRACTOR may be held
responsible for the payment of damages to any persons or property resulting from the
CONTRACTOR's activities or the activities of any person or persons for which the
CONTRACTOR is otherwise responsible.
In the event the CONTRACTOR subcontracts any portion of the work, the
contract between the CONTRACTOR and each subcontractor shall require the
subcontractor to maintain the same policies of insurance that the CONTRACTOR is
required to maintain pursuant to this Section 5.1.
7