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Stowell, Zeilenga, Ruth, Vaughn/Shea Homes Legal 07DAVID T. STOWELL RICHARD S. ZEILENGA DAVID C RUTH JAMES D. VAUGHN ADAM K. TREIGER SAMUEL E. GASOWSKI � 'i STOWELL, ZEILENGA, RUTH, VAUGHN & TREIGER LLP ATTORNEYS AT LAW 2815 TOWNSGATE ROAD • SUITE 330 WESTLAKE VILLAGE, CA 91361 TEL: (805) 446-1496 • FAX (805) 446-1490 www szrlaw com OF COUNSEL GREGG HOMER CARY W. SPENCER Privileged and Confidential Attorney Client Communication August 27, 2007 Ira E-Mail and Federal Express Mr. Thomas P. Genovese City Manager City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Re: Agreement For Legal Services Dear Mr. Genovese: C1C AUG 2 8 2007 j - 499 N CANON -DRIVE, FOURTH FLOOR BEVERLY_HIL1-S-SA_90210 TEL (310) 473J775 It is our pleasure to represent the City of La Quinta (the "City"). To ensure its complete understanding and approval, this letter contains the terms of our representation. Firm Policy. Under our fi m's policy and, in some instances, under California law, we are required to have a written agreement with the City for our services. Nature of our Services and Responsibilities. We will represent the City with respect to the pending dispute with Shea Homes, involving Avenue 62 Conditions of Approval for Tentative Tract Map No. 30023, in the Trilogy Project. In the event that Shea Homes files a lawsuit with respect to the Avenue 62 dispute, we will defend the City in any such action. Your Responsibilities. The City agrees to cooperate with us and to disclose to us all information which we may need. The City agrees to perform its obligations under this agreement. Upon written notice, we shall have the right to cease rendering services and to withdraw as its counsel in the event the City fails to fulfill any of its obligations under this agreement. The City may at any time, upon written notice, discharge us for any reason whatsoever, which shall become effective upon our receipt. The City acknowledges that following such termination, the City shall remain obligated to pay for all attorneys' fees and costs owed us as required by the terms of this agreement. August 27, 2007 Page -2- Fees and Rates. We will bill the City monthly for services on an hourly basis at our then -current hourly rates. Currently, our hourly rates range from $125.00 for our paralegal assistants to $450.00 for our most experienced attorneys. My regular hourly rate is now $450.00. My partner James Vaughn frequently works with me on the firm's land use matters, particularly in the event of litigation. Mr. Vaughn's hourly rate is $395.00. I shall personally perform many of the services for the City's case, including management and supervisory services. When efficient and economic, other members of the firm will be utilized as resources, including paralegals and associates. We charge in minimum increments of one quarter-hour. All time spent on the matter by me, other attorneys, paralegals, and paralegal assistants will be billed to the City. This includes, for example, time spent waiting in court, in travel, and in office conferences. If it is necessary for more than one of our personnel to attend a meeting, court hearing or other proceeding, or if more than one person participates in an office conference, each will charge for his time. Costs and Standard Charges. The City will be responsible to pay directly for any out-of-pocket costs and expenses incurred in connection with this matter and to reimburse us for costs or expenses that we elect to advance. These costs and expenses may include, for example, long-distance telephone calls, delivery charges, postage, travel expenses (such as mileage, parking, air fare, meals, and hotel accommodations), charges assessed by courts and other public agencies (including, but not limited to, sanctions, if not due to our fault), court reporter's fees, expert's or consultant's fees and other similar items. Reimbursement to us for services provided by our staff shall be at standard rates adopted by us from time to time. For example our current rates include: photocopying - $0.10 per page; fax - $.25 per page; messengers - according to destination and time; and secretarial overtime - $40.00 per hour. Retainer. We have waived our standard retainer requirement in light of our prior longstanding relationship with the City. Invoices and Service Charges. We will send a monthly invoice which shows how our fees have been computed. Invoices must be paid within twenty (20) days of being sent to the City. We will also provide the City with a copy of any invoice within ten (10) days after it requests one. The City agrees to promptly notify us if any charges are in dispute. Participation in Other Proceedings. If we are called upon to give testimony or produce documents in any legal or administrative proceedings which concern the City in any way, whether before or after our representation and rendition of legal services to it terminates, August 27, 2007 Page -3- the City agrees to pay us, at our then regular hourly rates, for our time in preparing for and in giving testimony and/or in producing documents, and for all expenses incurred in connection with doing so. Arbitration. The City and we agree that any dispute relating to attorneys' fees under this contract may, upon agreement of the parties, be submitted to arbitration before the Los Angeles County Bar Association pursuant to California Business and Professions Code §6200, et sect., or, should that organization decline to arbitrate the dispute, before the State Bar of California pursuant to California Business and Professions Code §6200, et seq. The City and we agree to the appointment of a three (3) person arbitration panel to hear any dispute relating to attorneys' fees that may arise between us. Any and all other disputes (other than attorneys' fees) between the City and us arising out of or relating to this contract or attorneys' professional services rendered to or for you, including but not limited to any claim you may have for malpractice, may, upon agreement of the parties, be resolved by binding arbitration before the Judicial Arbitration And Mediation Service ("JAMS") in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association prevailing at the time of the arbitration. The City and we agree to the appointment of a three (3) person arbitration panel to hear any dispute arising out of this contract or any attorney's professional services, that may arise between us. THE CITY AND WE ACKNOWLEDGE THAT THE REMEDIES OF BINDING ARBITRATION, AS SET FORTH IN THIS CONTRACT, ARE THE EXCLUSIVE REMEDIES OF IT AND US FOR ANY AND ALL DISPUTES THAT WE MAY HAVE ARISING OUT OF THIS CONTRACT AND/OR ARISING OUT OF OUR PROFESSIONAL SERVICES PROVIDED TO YOU. THE CITY AND WE EXPRESSLY ACKNOWLEDGE THAT WE ARE WAIVING OUR RIGHTS TO TRIAL BY JURY BY ENTERING INTO THIS CONTRACT. In the event of arbitration, the City and we agree that the cost of arbitration will be bom by the non -prevailing party. Each of us further acknowledge that we have read and understand, this section of the Contract concerning binding arbitration, and have had the opportunity to consult with separate legal counsel concerning the legal affect of these provisions as either of us deem necessary or appropriate. Other Matters. The terms of this agreement shall apply to: (a) any other legal services we perform on existing matters and to future matters in which we represent the City unless we enter into a new written agreement; and (b) to any legal services performed for or on behalf of any other entity of which the City is the controlling entity. August 27, 2007 Page -4- Miscellaneous. If we provide the City with any estimates of our fees and costs, we cannot guarantee that the actual fees and costs will not be higher -- perhaps even a multiple of the estimate -- due to a variety of reasons, including, but not limited to, the actions taken by any opposing parties or their attorneys. We have not made and cannot make any promises or guarantees to the City about the outcome of any matter. This firm is covered by malpractice insurance for the services to be rendered hereunder, with limits of not less than $5,000,000. Upon written notice to you, we may destroy each client's legal files seven years after the closing of such files unless the City otherwise directs. If the City desires to retain its files for a longer period, please so advise us in writing and we will make arrangements with you for the transfer of your files. We agree to keep you appraised of the status of your case, including important developments, in a timely fashion. If these arrangements are satisfactory, kindly indicate the City's approval in the appropriate space on the enclosed copy of this letter agreement and return it to us in the envelope provided for your convenience. This letter will then constitute a binding agreement between us. We appreciate the opportunity to represent the City. Best regards, Richard S. For the Fn THE FOREGOING IS AGREED TO AND ACCEPTED ON a/7k , 2007 CITY OF LA QUINTA B( y /a, o Thomas P. Genovese City Manager ;a