Loading...
Stowell, Zeilenga, Ruth, Vaughn & Treiger/2012 Legal SrvsDAVID T. STOWELL RICHARD S. ZEILENGA DAVID C. RUTH )AMES D. VAUGHN ADAM K. TREIGER Via Telecoaler and E-Mag Mr. Mark Weiss Interim City Manager City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: Deborah Powell STOWELL, ZEILENGA, RUTH, VAUGHN & TREIGER LLP ATTORNEYS AT LAW 4590 E. THOUSAND OAKS BLVD. • SUITE 100 WESTLAKE VILLAGE, CA 91352 TEL: (805) 446-1488 • FAX: 18051 446-1490 W W W.62,Im.00. February 23,2012 Re: Agreement for Legal Services Dear Mr. Weiss: OF COUNSEL ERIC H. HALVORSON 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 firm'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 preparing an amendment to the Agreement to Share Transient Occupancy Tax Revenue with Village Resort, LLC, and to the related Covenants, Conditions and Restrictions (collectively, the "TOT Agreements"). The purpose of amending the TOT Agreements is to extend their term for up to one additional year, but still subject to the original cap amount of $1,000,000, in order to assist the Embassy Suites Hotel to remain in continuous operation, at least through the end of the extended term. As we previously advised the City when the City initially engaged our firm to represent the City in connection with the TOT Agreements, we must advise you that we previously represented the prior owners of the Embassy Suites property, Santa Rosa Plaza, LLC (Daniel Brown and Bridget Myers) in its efforts to obtain certain entitlements from the City for the Embassy Suites property. Although unlikely at this point, that prior representation might be cited by Chicago Title as a potential conflict of interest requiring us to withdraw as legal counsel for the City. However, we have never represented Chicago Title, and do not believe that we obtained any confidential information in that prior representation that would support such a conflict of interest assertion by Chicago Title, with respect to amending the TOT Agreements. February 23, 2012 Page 2 Furthermore, from time to time we represent various property owners/developers (including Stamko Development Company), that do business in the City. Such representation typically includes seeking entitlement approvals from the City, but may include other matters as well. By executing this engagement letter, the City agrees to waive any conflict of interest that it might seek to assert in the future with respect to our representation of such property owners/ developers in the City, including our representation of them in any litigation that might be filed against the City, where such representation does not relate to the Embassy Suites Property. 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 $140.00 for our paralegal assistants to $495.00 for our most experienced attorneys. My regular hourly rate is $450.00, and I will be principally responsible for this matter. My partner, Richard Zeilenga, has a regular hourly rate of $495.00. The total fees and costs will not exceed $10,000 without the prior consent of the Interim City Manager. 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. We charge in minimum increments of one tenth of an 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 their 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. Although we typically require a retainer for new matters, we will waive that requirement for you in light of our prior longstanding relationship with the City and the limited scope of the work now required. Invoices and Service Charges. We will send a monthly invoice which shows how our fees have been computed. Invoices must be paid within thirty (30) days of being sent to the February 23, 2012 Page 3 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, 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 attomeys' fees under this contract shall be submitted to arbitration before the Los Angeles County Bar Association pursuant to California Business and Professions Code § 6200, et seq., 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 one arbitrator to hear any dispute relating to attorneys' fees that may arise between us. Any and all other disputes (other than attomeys' fees) between the City and us arising out of or relating to this contract or attorneys' professional services rendered to or for the City, including but not limited to any claim the City may have for malpractice, shall be resolved by binding arbitration before the Judicial Arbitration and Mediation Service ("JAMS") in Los Angeles, California, in accordance with the JAMS' Comprehensive Arbitration Rules prevailing at the time of the arbitration. The City and we agree that the cost of arbitration will be divided equally between us, and that each of us will bear our own attorneys' fees and costs of legal representation. Each of us further acknowledge that we have read and understand this section of the contract concerning 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. 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. 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. Estimates. 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 February 23, 2012 Page 4 the estimate -- due to a variety of reasons, including, but not limited to, the actions taken by any opposing parties or their attorneys. Miscellaneous. 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 apprised 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 of La Quinta ernes D. V ghn For the F' THE FOREGOING IS AGREED TO AND ACCEPTED ON FEBRUARY 1-.1 2012 CITY OF LA QUINTA By: V s`s Mark Weiss Interim City Manager