2200 - City Attorney Contracts - CurrentE10
BURKE, WILLIAMS d SORENSEN, LLP
October 13, 2009
Jeffry B. Allred
City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead, CA 91770
Re: City of Rosemead City Attorney Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Allred
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ("Burke") has been retained by the City of Rosemead ("City")
as its City Attorney (as described herein), by the Rosemead Community Development
Commission ("CDC") to serve as its Agency General Counsel and the Rosemead
Housing Development Corporation ("HDC") as its General Counsel. The City, HDC and
the CDC are collectively referred to herein as "Client." California Business and
Professions Code Section 6148 requires a written fee agreement between attorneys
and their clients setting forth the scope of services and fees to be charged. When
executed by you below and delivered to us, this agreement shall satisfy the
requirements of Section 6148. This Agreement is intended to supercede any and all
prior agreements between Client and Burke.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the CDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on Redevelopment Projects and operation of the Agency, drafting of required
legal documents, attendance at CDC meetings, prosecution of actions on behalf of the
CDC to implement redevelopment projects undertaken by the CDC, or defend
challenges to same and such other matters as the CDC may request from time to time.
2. Scope of Representation for the HDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the HDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on housing projects and operation of the HDC, drafting of required legal
documents, attendance at HDC meetings, prosecution of actions on behalf of the HDC
to implement projects undertaken by the HDC, or defend challenges to same and such
other matters as the HDC may request from time to time.
LA #4834-6153-6516 v1
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as its
City Attorney. Joseph Montes shall be the City's designated City Attorney. Rachel
Richman shall be the City's designated Assistant City Attorney. Any change to the
designation of the Assistant City Attorney shall require the written approval of the City
Manager. In the absence of the City Attorney, the Assistant City Attorney may act on
behalf of the City Attorney. The scope of Burke's representation of the City as City
Attorney shall include, but not be limited to,
Attend all regular meetings of the City Council and adjourned and
special meetings of the City Council.
b. Attend meetings of the Planning Commission.
C. Attend other meetings of boards, commissions and committees of
the City.
Provide legal advice and opinions on all matters affecting the City,
except when prevented from doing so by a conflict of interest.
e. Prepare resolutions and ordinances initiated by the City.
Prepare or review and certify as to legal form contracts,
agreements and other documents between the City and other
parties.
Prepare or review and certify as to legal form contracts,
agreements and other documents (i) for the acquisition or disposal
of services, supplies, equipment or land by the City; or (ii) for public
works or projects initiated by the City.
Criminal prosecution of violations of City ordinances.
Represent the City in civil litigation brought on behalf of, or against,
the City, as directed by the City Council.
Other duties as assigned by the City Manager or City Council.
k. Prepare or review bond documents, as City Attorney. Should the
City require services as bond counsel or disclosure counsel, such
services shall be provided pursuant to separate agreement, at rates
set forth in such other agreement.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
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5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be as set forth on the attached Exhibit A.
The firm's billing rates are subject to revision annually, starting January 1, 2010. If the
increase is equal to or less than the Consumer Price Index for the prior 12 months,
client will be notified in writing of such increase. Any increase greater than the CPI shall
require written agreement by the Client. Burke reserves the right to forego any rate
increase in any given year, provided that in subsequent years, Burke may increase
rates by such deferred increase amount without further Client consent. Additionally,
City, HDC and CDC agree that Burke may charge its standard private client (as
opposed to public entity client) rates for work that is reimbursed by private parties
pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billin . Burke's attorneys bill in 1/10th of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Should a potential conflict of interest requiring a
written waiver from the City or CDC arise, the City Manager is authorized to execute
such waiver on behalf of the City or CDC.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
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LA #4834-6153-6516 v1
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
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LA #4834-6153-6516 v1
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS~& SQORENSEN, LLP
NG 12ARTNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of October 13, 2009.
CITY OF ROSEMEAD
By: ~2)n~
Its:
ROSEMEAD HOUSING DEVELOPMENT CORPORATION
By: >99 n Li~ rem
Its:
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
By:
Its:
LA #4834-6153-6516 v1
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LA #4834-6153-6516 vi
ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: MAYOR AND CITY COUNCIL
FROM: JEFF ALLRED, CITY MANAGER
DATE: October 13, 2009
SUBJECT: CITY ATTORNEY SERVICES AGREEMENT
SUMMARY
The City Council will consider approval of an agreement to retain the law firm of Burke,
Williams & Sorenson as its City Attorney. Joseph Montes, with the firm of Burke,
Williams & Sorenson, currently serves as the City Attorney on an "Interim" basis. The
agreement essentially will remove the "Interim" designation and continue existing
service levels and rates. So that all agreements with the firm of Burke, Williams &
Sorenson are set forth in one place, the agreement also reiterates provisions of the
existing agreement with the firm, under which Mr. Montes serves as General Counsel to
the Rosemead Community Development Commission (CDC) and the Rosemead
Housing Development Commission (HDC). The agreement provides the City with the
right to terminate the services of the firm at any time upon written notice.
Staff Recommendation
Staff recommends that the City Council authorize the agreement to be executed by the
Mayor, who also serves as the Chair of the CDC and HDC.
ANALYSIS
In March of 2009, Joseph Montes as a member of the firm of Burke, Williams &
Sorenson, was retained as Interim City Attorney. Previously, Mr. Montes had been
designated as the General Counsel of the CDC and HDC and has continued in those
capacities since March. Since March of 2009, other members of the firm have also
served in the capacity of Interim Assistant City Attorney providing legal services to the
Planning Commission and other bodies. During these periods of service, Mr. Montes
and the firm have performed admirably and gained the confidence of the City's elected
and appointed officials.
The current rate charged by Burke Williams & Sorenson for City Attorney/Assistant City
Attorney services is a discounted $225 per hour, which is less than Mr. Montes'
standard billing rate of $255 as a partner in the firm.
ffEM NO.
APPROVED FOR CITY COUNCIL AGENDA:
City Council Meeting
June 13, 2006
Pace 2 of 2
Burke Williams and Sorenson is a reputable firm with substantial resources serving
many cities and redevelopment agencies. In the event of a potential conflict of interest
with other entities represented by the firm, the City would have the ability to: a) retain
special outside counsel for a particular issue; or, b) to issue a waiver if it is determined
that a disclosed client relationship potential conflict will not adversely affect the interests
of the City. Section 10 of the agreement authorizes the City Manager to execute a
waiver in the event that potential exists for a conflict of interest.
Joseph Montes has made the City aware that in August of 2009, an attorney who
represents Walmart in employment litigation matters joined the firm of Burke Williams &
Sorenson. While none of these Walmart matters relate to Rosemead or even to land
use issues, the Rules of Professional Conduct require the firm to disclose its
relationship with Walmart and obtain a written waiver from the City in the event of a
conflict of interest. At this point in time, with the Walmart CUP review scheduled to
return to the Planning Commission in November, Mr. Montes has requested the City
Manager to execute a waiver to allow Burke Williams & Sorenson to represent the City
with regard to issues that may arise pertaining to Walmart. Burke, Williams & Sorenson
would not represent Walmart on issues involving Rosemead.
FINANCIAL REVIEW (If Applicable)
The costs to cover legal services have been programmed into the 2009-10 fiscal year
budget..
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment: Letter of Agreement with Burke Williams & Sorenson for City Attorney and General Counsel
Services
O o°
BURKE, WILLIAMS & SORENSEN, LLP
Oliver Chi
Interim City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead, CA 91770
Re: City of Rosemead Special Counsel Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Chi:
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ('Burke") has been retained by the City of Rosemead ("City")
for Special Counsel services (as described herein), by the Rosemead Community
Development Commission ("CDC') to serve as its Agency General Counsel and the
Rosemead Housing Development Corporation ("HDC") as its General Counsel. The
City, HDC and the CDC are collectively referred to herein as "Client." California
Business and Professions Code Section 6148 requires a written fee agreement
between attorneys and their clients setting forth the scope of services and fees to be
charged. When executed by you below and delivered to us, this agreement shall satisfy
the requirements of Section 6148.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the CDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on Redevelopment Projects and operation of the Agency, drafting of required
legal documents, attendance at CDC meetings, prosecution of actions on behalf of the
CDC to implement redevelopment projects undertaken by the CDC, or defend
challenges to same and such other matters as the CDC may request from time to time.
2. Scope of Representation for the HDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the HDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on housing projects and operation of the HDC, drafting of required legal
documents, attendance at HDC meetings, prosecution of actions on behalf of the HDC
to implement projects undertaken by the HDC, or defend challenges to same and such
other matters as the HDC may request from time to time.
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as
LA #4842-9634-9697 v1
• 0
our client with respect to Special legal services as described hereafter. Such special
services shall include representation of the City with respect to land use, housing and
economic development matters, and other matters as the City may request from time to
time. It is anticipated that such special services may include, but not be limited to,
advice on transactional matters, preparation of documents and agreements, drafting of
legislation, attendance at City commission and Council meetings (as requested),
defense of litigation and prosecution of litigation on behalf of the City. In its role as
Special Counsel to the City, Burke agrees to coordinate with the City's City Attorney
when appropriate to ensure the interests of the City are not compromised.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be $275.00 for partners and $225.00 per
hour for associates and $150 per hour for paralegal and law clerk time. Notwithstanding
the foregoing, Burke agrees that the first 15 hours of attorney time billed to the City
each month, the first 15 hours of attorney time billed to the HDC each month and the
first 15 hours of attorney time billed to the CDC each month shall be billed at the
associate rate (currently $225) regardless of whether the work is performed by an
associate or a partner. The firm's billing rates are subject to revision from time to time
in the ordinary course of business, but under no circumstances will a rate increase for
this engagement prior to January 1, 2008. Client will be notified in writing in the event of
a rate increase. Additionally, City, HDC and CDC agree that Burke may charge its
standard private client (as opposed to public entity client) rates for work that is
reimbursed by private parties pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billing. Burke's attorneys bill in 1/10`h of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
LA #4842-9634-9697 v1 p. 2 of 5
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
LA #4842-9634-9697 v1 p. 3 of 5
•
when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
JOHN J. WELSH
MANAGING PARTNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of the date Burke, Williams & Sorensen, LLP first provided services.
CITY
By:
Its:
Date:
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lJ
ROSEMEAD
By:
Its:
Date:
ROSEMEAD
By:
Its:
Date:
0
CORPORATION
OMMISSION
LA #4842-9634-9697 v1 p. 5 of 5
lJ
COMMUNITY DEVELOPMENT COMMISSION
STAFF REPORT
TO: THE HONORABLE CHAIRMAN AND COMMISSIONERS
FROM: OLIVER C. CHI, INTERIM EXECUTIVE DIRECTOR
DATE: AUGUST 28, 2007
SUBJECT: CDC ATTORNEY CONTRACT AGREEMENT
SUMMARY
On April 3, 2007, the City Council hired Bonifacio "Bonny" Garcia of Garcia, Calderon, and Ruiz
(GCR) to serve as Rosemead's official legal counsel. Later, on May 8, 2007, the Community
Development Commission approved a contract agreement with GCR to perform legal counsel
services for the City's redevelopment agency (Attachment A).
At the August 14, 2007 Community Development Commission (CDC) meeting, Burke, Williams, &
Sorensen (BSW) was hired to serve as both General Counsel to the Commission and also to
provide legal services with respect to matters concerning land use, housing, and economic
development. Furthermore, the Commission directed staff to negotiate a retainer agreement for
BWS to provide such services (Attachment B).
Under the new proposed contract with BWS, attorney fees will be billed $275 per hour for partners,
$225 per hour for associates, and $150 per hour for paralegal and law clerk time for services
rendered to the CDC. In addition, it is important to note that under the proposed agreement, the
first 15 hours of attorney time charged to the CDC each month shall be billed at the associate rate
of $225 regardless of whether the work is performed by an associate or a partner.
Staff Recommendation
Staff recommends that the Community Development Commission take the following action:
• Terminate the agreement for CDC Attorney services with GCR (Attachment A).
Approve the agreement for CDC Attorney services with BWS (Attachment B).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment A: GCR CDC Contract Agreement .
Attachment B: Proposed BWS CDC Contract Agreement
APPROVED FOR COMMUNITY DEVELOPMENT COMMISSION AGENDA: 0
Garcia Caldcrbn Ruiz MINAS
gcr
s
AGREEMENT FOR COMMUNITY DEVELOPMENT COMMISSION
ATTORNEY SERVICES
THIS AGREEMENT, is made and entered into by and between the ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION, a California public entity (hereinafter
"CDC") and the law firm of GARCIA CALDERON RUIZ, LLP, a limited liability
partnership (hereinafter "GCR") and shall be effective as ofthe date of GCR's retention
by the CDC. In consideration of the mutual covenants and agreements set forth herein,
and for other good and valuable consideration the receipt and sufficiency of which is
hereby agreed, the parties agree as follows:
SECTION 1. Recitals. This Agreement is made and entered into with respect to
the following facts:
A. CDC desires to engage the services of GCR to act as General Counsel
and to perform all legal services which are needed by the CDC; and,
B. GCR has agreed to provide such legal services, in the time, manner and
for the compensation, as hereinafter set forth; and,
C. That the CDC has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement.
SECTION 2. Legal Services. GCR shall perform the legal services necessary
to serve the CDC which shall include, but are not limited to, the following:
A. GCR shall attend all meetings of the CDC unless excused by the Chair of
the CDC or the Executive Director, as well as attend any other meetings as so
requested by the Chair of the CDC or the Executive Director;
B. Provide legal advice and opinions on all matters affecting the CDC when
requested by the Chair of the CDC or the Executive Director, and represent the CDC in
administrative proceedings and litigation involving the CDC which may arise from those
matters upon which such advice has been given; and,
C. Prepare and approve as to legal form all resolutions, ordinances,
contracts, agreements and other legal documents and represent the CDC in
administrative proceedings and litigation involving the CDC which may arise from those
matters upon which such advice has been given; and,
GarcmCaldcr611 RuL ni.,,u
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GCR shall not be required to perform the services described above where to do
so would be a conflict of interest pursuant to the State Bar Act.
SECTION 3. Compensation. GCR shall be compensated by CDC for the
performance of such services as follows:
A. Basic Services. For basic legal services GCR shall be compensated for
the services of General Counsel, including travel time, at the discounted and blended
hourly rate of $215.00 for partners and associates, $150.00 per hour for law clerks, and
$125.00 per hour for paralegals.
B. Specialty Services. The rates set forth in sub-paragraph A above shall
apply in all matters except for specialty services relating to public or municipal financing, .
business and real estate, intellectual property, eminent domain, inverse condemnation,
construction defect, or other construction related litigation matters. The attorney rates
for these services will range from $205.00 to $225.00 per hour for associate attorneys
and $235.00 to $295.00 per hour for partners, special counsel, of counsel, senior
lawyers of the firm and lawyers with seven or more years of experience.
C. The rate for Basic Services, as set forth in sub-paragraphs 3 A and B,
above, shall be adjusted annually at the close of the CDC's fiscal year (June 30), by the
increase in the Consumer Price Index ("CPI") by measuring the change in the CPI
(measured from the average of the monthly increase in the calendar year preceding the
conclusion of such fiscal year). The percentage increase in the CPI shall be determined
through the use of the CPI publications of the Bureau of Labor Statistics, United States
Department of Labor or its successor as published for Urban Wage Earners and Clerical
Workers @, All Items @, Los Angeles County Area). In the event such CPI ceases to
be published, the parties shall utilize such substitute index as common in the industry to
measure cost of living increases.
D. Legal Services for Bond and Financial Matters. For public finance, the fee
structure for bond counsel services is one percent of the first $8 million executed and
delivered; one-half percent of the next $4 million executed and delivered; and one-
quarter percent of all amounts in excess of the first $12 million subject to a minimum fee
of Sixty Thousand Dollars ($60,000.00). In the event that multiple series of bonds or
notes are issued, the foregoing fee schedule would be applied to each issue, subject to
the $60,000.00 minimum fee. Payment of the fees are entirely contingent upon the
successful execution and delivery of the bonds or notes to be payable on or after
delivery except for out-of-pocket expenses.
The fee for disclosure counsel services is a flat fee of $40,000.00 per issuance
under $5 million; $50,000.00 per issuance under $10 million; and $60,000.00 per
issuance over $10 million; provided that the transaction does not present any unusual
disclosure concerns, such as previously undisclosed liabilities or prior failure of the
issuer to comply with disclosure requirements for other financings.
LA Doc. # 4816-5542-2977 1)
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E. Reimbursable Expenses. GCR shall be entitled to reimbursement for all
reasonable and necessary expenses incurred by it in the performance of legal services
hereto, provided that the same are first approved by the Executive Director.
Reimbursable expenses to which GCR shall be entitled shall include, but not be limited
to, duplication costs, word processing costs, travel, telephone and telecommunications
costs, extraordinary mail costs, messenger service, and other costs customarily made
as a part of the performance of legal services by GCR.
F. Payment for Services. GCR shall submit monthly statements to the CDC
accounting for all services provided and costs incurred pursuant to the terms of this
Agreement. Said statements shall clearly set forth by date the type of work performed,
the time spent on a task and the attorney performing the task. Payment to GCR shall
be made by CDC within thirty (30) days of receipt of the statement, except for those
specific items on the billing which are contested or questioned and returned by CDC,
with written explanation, within thirty (30) days of receipt of the statement. GCR shall
provide to CDC a written response to any statement contested or questioned and
further, upon request of CDC, provide CDC with any and all documents related to the
service or costs. No charge shall be made for time expended in providing this
information to the CDC.
SECTION 4. Term. The term of this Agreement shall commence on April 3,
2007 and shall continue thereafter unless terminated by either party hereto pursuant to
the terms of this Agreement. The CDC may terminate this Agreement at any time.
GCR may terminate this Agreement on the giving of thirty (30) days written notice to the
CDC of such termination. GCR will comply with all obligations required of it pursuant to
the State Bar Act in connection with such termination and the transition to replacement
counsel. GCR shall be compensated for its services rendered through and including the
effective date of such termination.
SECTION 5. Document Retention. CDC is entitled, upon written request, to
any files in our possession relating to the legal services performed by GCR for CDC,
excluding our internal accounting records and other documents not reasonably
necessary to CDC representation, subject to our right to make copies of any files
withdrawn by CDC. Upon termination of services under the Agreement, GCR will close
CDC's file. CDC's physical files may be sent to storage offsite, and thereafter there
may be an administrative cost of retrieving them from storage. Thus, GCR
recommends that CDC request the return of CDC files if this Agreement is terminated.
Under the GCR document retention policy, files are normally destroyed five years after
a matter is closed, unless other arrangements are made with the client.
GCR and CDC agree that all client-supplied materials and all attorney end
produce (referred to generally as "client material") are the property of the CDC.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
LA Doc. # 4816-5542-2977 3
C:,ar:i: Caldcron Ruiz
10 0
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
If services are terminated, GCR will notify the client of any client materials that
remain in GCR's possession. The CDC will be invited to retrieve these materials within
45 days of notice, or the CDC may direct GCR to forward the materials to the CDC, at
the CDC's expense. If within 45 days of this notice CDC fails to retrieve the materials or
request GCR to forward them, the CDC authorizes GCR to destroy the client materials.
After the 45-day period, GCR will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any CDC materials that remain with the firm.
SECTION 6. Notices. Notices required pursuant to this Agreement shall be
given by personal service upon the party to be notified, or by delivery of same to the
custody of the United States Postal Service, or its lawful successor, postage prepared
and addressed as follows:
CDC: Rosemead Community Development Commission
8838 East Valley Boulevard
Rosemead, California 91770
Attention: City Manager
GCR: GARCIA CALDERON RUIZ, LLP
500 South Grand Avenue
Suite 1310
Los Angeles, CA 90071
Attention: Bonifacio Bonny Garcia, Esq.
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States
Postal Service shall be deemed to have been given two (2) consecutive business days
following the deposit of the same in the custody of said Postal Service. Either party
may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
SECTION 7. Indemnification. GCR does hereby agree to hold CDC, and its
elected and appointed officers and officials, employees and other agents free and
harmless from any claim, demand or judgment which may arise based upon personal
injury or damage to property to a third party arising out of the performance of services
by GCR hereto.
SECTION 8. Insurance. Not in derogation of the provisions of Paragraph 7
hereof, GCR does hereby agree to take out and maintain in full force and effect under
the terms of this Agreement the following insurance coverage:
LA Doc. # 4816-5542-2977 4
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A. Such insurance coverage as is required pursuant to the Workers'
Compensation Laws of the State of California; and,
B. A liability policy with coverage of not less than $1,000,000.00; and,
C. Professional Liability (errors and omissions) insurance in an amount of not
less than $1,000,000.00.
SECTION 9. General Provisions.
A. GCR shall not assign this Agreement, or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that GCR is
uniquely qualified to perform the services provided for in this Agreement.
B. GCR is and shall at all times remain as to the CDC a wholly independent
contractor. Neither the CDC nor any of its officers, employees, servants or agents shall
have control over the conduct of GCR or any of GCR's officers, employees or agents.
GCR shall not at any time or in any manner represent that it or any of its officers,
employees or agents are in any manner employees of the CDC. CDC acknowledges
and agrees that the General Counsel, Assistant General Counsel and attorneys
representing the CDC will need to represent to others their capacity and relationship to
the CDC.
C. In the performance of this Agreement, GCR shall not engage in
discrimination in employment of persons because of the age, race, color, sex, national
origin or ancestry or religion of such persons.
D. Nothing contained in this Agreement shall be deemed, construed or
represented by the CDC or GCR to any third person to create the relationship of
principal or agent, or of a partnership, or of a joint venture, or of any other association of
any kind or nature between.the CDC and GCR.
E. This Agreement constitutes the entire agreement of the parties concerning
the subject matter hereof and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended in any way except by
a writing expressly purporting to be such an amendment, signed and acknowledged by
both of the parties hereto.
F. Should interpretation of this Agreement, or any portion thereof, be
necessary, it is deemed that this Agreement was prepared by the parties jointly and
equally, and shall not be interpreted against either party on the ground that the party
prepared the Agreement or caused it to be prepared.
LA Doc. # 4816-5542-2977
C,araa Calderon Ruiz ,i~~. ill Al ~•.i::a.,.:
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G. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding, unless executed in writing by the party making the waiver.
H. The law of the State of California will govern the validity of this Agreement,
its interpretation and performance. Any litigation arising in any way from this Agreement
shall be brought in Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their representatives as follows:
Dated: ~ . 10
Dated: /a [U~
LA Doc. # 4816-5542-2977
ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION
By:
Executive Director
GARCIA CALDERON RUIZ, LLP
A Limited, Liability Partnership
6
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0 0
6URKE. 6VILLIAMS & SORENSEN, LLP
Oliver Chi
Interim City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead. CA 91770
Re: City of Rosemead Special Counsel Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Chi
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ('Burke") has been retained by the City of Rosemead ("City")
for Special Counsel services (as described herein), by the Rosemead Community
Development Commission ("CDC") to serve as its Agency General Counsel and the
Rosemead Housing Development Corporation ("HDC") as its General Counsel. The
City, HDC and the CDC are collectively referred to herein as "Client." California
Business and Professions Code Section 6148 requires a written fee agreement
between attorneys and their clients setting forth the scope of services and fees to be
charged. When executed by you below and delivered to us, this agreement shall satisfy
the requirements of Section 6148.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the CDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on Redevelopment Projects and operation of the Agency, drafting of required
legal documents, attendance at CDC meetings, prosecution of actions on behalf of the
CDC to implement redevelopment projects undertaken by the CDC, or defend
challenges to same and such other matters as the CDC may request from time to time.
2. Scope of Representation for the HDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the HDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on housing projects and operation of the HDC, drafting of required legal
documents, attendance at HDC meetings, prosecution of actions on behalf of the HDC
to implement projects undertaken by the HDC, or defend challenges to same and such
other matters as the HDC may request from time to time.
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as
LA #4842-9634-9697 v1
our client with respect to Special legal services as described hereafter. Such special
services shall include representation of the City with respect to land use, housing and
economic development matters, and other matters as the City may request from time to
time. It is anticipated that such special services may include, but not be limited to,
advice on transactional matters, preparation of documents and agreements, drafting of
legislation, attendance at City commission and Council meetings (as requested),
defense of litigation and prosecution of litigation on behalf of the City. In its role as
Special Counsel to the City, Burke agrees to coordinate with the City's City Attorney
when appropriate to ensure the interests of the City are not compromised.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be $275.00 for partners and $225.00 per
hour for associates and $150 per hour for paralegal and law clerk time. Notwithstanding
the foregoing, Burke agrees that the first 15 hours of attorney time billed to the City
each month, the first 15 hours of attorney time billed to the HDC each month and the
first 15 hours of attorney time billed to the CDC each month shall be billed at the
associate rate (currently $225) regardless of whether the work is performed by an
associate or a partner. The firm's billing rates are subject to revision from time to time
in the ordinary course of business, but under no circumstances will a rate increase for
this engagement prior to January 1, 2008. Client will be notified in writing in the event of
a rate increase. Additionally, City, HDC and CDC agree that Burke may charge its
standard private client (as opposed to public entity client) rates for work that is
reimbursed by private parties pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billing. Burke's attorneys bill in 1/10`" of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
LA 114842-9634-9697 v1 p. 2 of 5
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
LA #4842-9634-9697 v1 p. 3 of 5
U
9
when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
JOHN J. WELSH
MANAGING PARTNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of the date Burke, Williams & Sorensen, LLP first provided services.
CITY C
By:
Its:
Date:
LA #4842-9634-9697 V1 p. 4 of 5
•
ROSEI
By:
Its:
Date:
ROSE
By:
Its:
Date:
46
PORATI ON
MISSION
LA #4842-9634-9697 v1 p. 5 of 5
t~
110
BURKE. VJILLIAMS & SORENSEN. LLP
Oliver Chi
Interim City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead, CA 91770
Re: City of Rosemead Special Counsel Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Chi:
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ('Burke") has been retained by the City of Rosemead ("City")
for Special Counsel services (as described herein), by the Rosemead Community
Development Commission ("CDC') to serve as its Agency General Counsel and the
Rosemead Housing Development Corporation ("HDC) as its General Counsel. The
City, HDC and the CDC are collectively referred to herein as "Client." California
Business and Professions Code Section 6148 requires a written fee agreement
between attorneys and their clients setting forth the'scope of services and fees to be
charged. When executed by you below and delivered to us, this agreement shall satisfy
the requirements of Section 6148.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the CDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on Redevelopment Projects and operation of the Agency, drafting of required
legal documents, attendance at CDC meetings, prosecution of actions on behalf of the
CDC to implement redevelopment projects undertaken by the CDC, or defend
challenges to same and such other matters as the CDC may request from time to time.
2. Scope of Representation for the HDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the HDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on housing projects and operation of the HDC, drafting of required legal
documents, attendance at HDC meetings, prosecution of actions on behalf of the HDC
to implement projects undertaken by the HDC, or defend challenges to same and such
other matters as the HDC may request from time to time.
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as
LA #4842-9634-9697 v1
•
our client with respect to Special legal services as described hereafter. Such special
services shall include representation of the City with respect to land use, housing and
economic development matters, and other matters as the City may request from time to
time. It is anticipated that such special services may include, but not be limited to,
advice on transactional matters, preparation of documents and agreements, drafting of
legislation, attendance at City commission and Council meetings (as requested),
defense of litigation and prosecution of litigation on behalf of the City. In its role as
Special Counsel to the City, Burke agrees to coordinate with the City's City Attorney
when appropriate to ensure the interests of the City are not compromised.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be $275.00 for partners and $225.00 per
hour for associates and $150 per hour for paralegal and law clerk time. Notwithstanding
the foregoing, Burke agrees that the first 15 hours of attorney time billed to the City
each month, the first 15 hours of attorney time billed to the HDC each month and the
first 15 hours of attorney time billed to the CDC each month shall be billed at the
associate rate (currently $225) regardless of whether the work is performed by an
associate or a partner. The firm's billing rates are subject to revision from time to time
in the ordinary course of business, but under no circumstances will a rate increase for
this engagement prior to January 1, 2008. Client will be notified in writing in the event of
a rate increase. Additionally, City, HDC and CDC agree that Burke may charge its
standard private client (as opposed to public entity client) rates for work that is
reimbursed by private parties pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billin . Burke's attorneys bill in 1/10th of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
LA #4842-9634-9697 v1 p. 2 of 5
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the, rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
LA #4842-9634-9697 v1 p. 3 of 5
C,
when due, or to cooperate on a' reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
JOHN J. WELSH
MANAGING PARTNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of the date Burke, Williams & Sorensen, LLP first provided services.
CITY C
By:
Its:
Date:
LA #4842-9634-9697 vi p. 4 of 5
i •
ROSEM
By: _
Its:
Date:
HOUSING DEVE11OPMENT CORPORATION
ROSE
By:
Its:
Date:
MISSION
LA #4842-9634-9697 v1 p. 5 of 5
HOUSING DEVELOPMENT CORPORATION
STAFF REPORT
TO: THE HONORABLE PRESIDENT AND DIRECTORS
FROM: OLIVER C. CHI, INTERIM EXECUTIVE DIRECTOR
DATE: AUGUST 28, 2007
SUBJECT: HDC ATTORNEY CONTRACT AGREEMENT
SUMMARY
On April 3, 2007, the City Council hired Bonifacio "Bonny" Garcia of Garcia, Calderon, and Ruiz
(GCR) to serve as Rosemead's official legal counsel. Later, on May 8, 2007, the Housing
Development Corporation (HDC) approved a contract agreement with GCR to perform legal
counsel services for the City's housing authority (Attachment A).
At the August 14, 2007 Community Development Commission (CDC) meeting, Burke, Williams, &
Sorensen (BSW) was hired to serve as both General Counsel to the CDC and also to provide legal
services with respect to matters concerning land use, housing, and economic development.
Furthermore, the Commission directed staff to negotiate a retainer agreement for BWS to provide
such services (Attachment B).
Under the new proposed contract with BWS, attorney fees will be billed $275 per hour for partners,
$225 per hour for associates, and $150 per hour for paralegal and law clerk time for services
rendered for the HDC. In addition, it is important to note that under the proposed agreement, the
first 15 hours of attorney time charged to the HDC each month will be billed at the associate rate of
$225 per hour, regardless of whether the work is performed by an associate or a partner.
Staff Recommendation
Staff recommends that the Housing Development Corporation take the following action:
Terminate the agreement for HDC Attorney services with GCR (Attachment A).
Approve the agreement for HDC Attorney services with BWS (Attachment B).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment A: GCR HDC Contract Agreement
Attachment B: Proposed BWS HDC Contract Agreement
APPROVED FOR HOUSING DEVELOPMENT CORPORATION AGENDA: (0-
cgr C,ttciaC:alderGn}~ui7 C~y
AGREEMENT FOR ROSEMEAD HOUSING DEVELOPMENT CORPORATION
ATTORNEY SERVICES
THIS AGREEMENT, is made and entered into by and between the ROSEMEAD
HOUSING DEVELOPMENT CORPORATION, a California public entity (hereinafter
"RHDC") and the law firm of GARCIA CALDERON RUIZ, LLP, a limited liability
partnership (hereinafter "GCR") and shall be effective as of the date of GCR's retention
by the RHDC. In consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration the receipt and sufficiency of
which is hereby agreed, the parties agree as follows:
SECTION 1. Recitals. This Agreement is made and entered into with respect to
the following facts:
A. RHDC desires to engage the services of GCR to act as General Counsel
and to perform all legal services which are needed by the RHDC; and,
B- GCR has agreed to provide such legal services, in the time, manner and
for the compensation, as hereinafter set forth; and,
C. That the RHDC has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement.
SECTION 2. Legal Services. GCR shall perform the legal services necessary
to serve the RHDC which shall include, but are not limited to, the following:
A. GCR shall attend all meetings of the RHDC unless excused by the Chair
of the RHDC or the Executive Director, as well as attend any other meetings as so
requested by the Chair of the RHDC or the Executive Director;
B. Provide legal advice and opinions on all matters affecting the RHDC when
requested by the Chair of the RHDC or the Executive Director, and represent the RHDC
in administrative proceedings and litigation involving the RHDC which may arise from
those matters upon which such advice has been given; and,
C. Prepare and approve as to legal form all resolutions, ordinances,
contracts, agreements and other legal documents and represent the RHDC in
administrative proceedings and litigation involving the RHDC which may arise from
those matters upon which such advice has been given; and,
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GCR shall not be required to perform the services described above where to do
so would be a conflict of interest pursuant to the State Bar Act.
SECTION 3. Compensation. GCR shall be compensated by RHDC for the
performance of such services as follows:
A. Basic Services. For basic legal services GCR shall be compensated for
the services of General Counsel, including travel time, at the discounted and blended
hourly rate of $215.00 for partners and associates, $150.00 per hour for law clerks, and
$125.00 per hour for paralegals.
B. Specialty Services. The rates set forth in sub-paragraph A above shall
apply in all matters except for specialty services relating to public or municipal financing,
business and real estate, intellectual property, eminent domain, inverse condemnation,
construction defect, or other construction related litigation matters. The attorney rates
for these services will range from $205.00 to $225.00 per hour for associate attorneys
and $235.00 to $295.00 per hour for partners, special counsel, of counsel, senior
lawyers of the firm and lawyers with seven or more years of experience.
C. The rate for Basic Services, as set forth in sub-paragraphs 3 A and B,
above, shall be adjusted annually at the close of the RHDC's fiscal year (June 30), by
the increase in the Consumer Price Index ("CPI") by measuring the change in the CPI
(measured from the average of the monthly increase in the calendar year preceding the
conclusion of such fiscal year). The percentage increase in the CPI shall be determined
through the use of the CPI publications of the Bureau of Labor Statistics, United States
Department of Labor or its successor as published for Urban Wage Earners and Clerical
Workers @, All Items @, Los Angeles County Area). In the event such CPI ceases to
be published, the parties shall utilize such substitute index as common in the industry to
measure cost of living increases.
D. Legal Services for Bond and Financial Matters. For public finance, the fee
structure for bond counsel services is one percent of the first $8 million executed and
delivered; one-half percent of the next $4 million executed and delivered; and one-
quarter percent of all amounts in excess of the first $12 million subject to a minimum fee
of Sixty Thousand Dollars ($60,000.00). In the event that multiple series of bonds or
notes are issued, the foregoing fee schedule would be applied to each issue, subject to
the $60,000.00 minimum fee. Payment of the fees are entirely contingent upon the
successful execution and delivery of the bonds or notes to be payable on or after
delivery except for out-of-pocket expenses.
The fee for disclosure counsel services is a flat fee of $40,000.00 per issuance
under $5 million; $50,000.00 per issuance under $10 million; and $60,000.00 per
issuance over $10 million; provided that the transaction does not present any unusual
disclosure concerns, such as previously undisclosed liabilities or prior failure of the
issuer to comply with disclosure requirements for other financings.
LA Doc.4 4816-5542-2977
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E. Reimbursable Expenses. GCR shall be entitled to reimbursement for all
reasonable and necessary expenses incurred by it in the performance of legal services
hereto, provided that the same are first approved by the Executive Director.
Reimbursable expenses to which GCR shall be entitled shall include, but not be limited
to, duplication costs, word processing costs, travel, telephone and telecommunications
costs, extraordinary mail costs, messenger service, and other costs customarily made
as a part of the performance of legal services by GCR.
F. Payment for Services. GCR shall submit monthly statements to the
RHDC accounting for all services provided and costs incurred pursuant to the terms of
this Agreement. Said statements shall clearly set forth by date the type of work
performed, the time spent on a task and the attorney performing the task. Payment to
GCR shall be made by RHDC within thirty (30) days of receipt of the statement, except
for those specific items on the billing which are contested or questioned and returned by
RHDC, with written explanation, within thirty (30) days of receipt of the statement. GCR
shall provide to RHDC a written response to any statement contested or questioned and
further, upon request of RHDC, provide RHDC with any and all documents related to
the service or costs. No charge shall be made for time expended in providing this
information to the RHDC.
SECTION 4. Term. The term of this Agreement shall commence on the date of
GCR's appointment by the RHDC and shall continue thereafter unless terminated by
either party hereto pursuant to the terms of this Agreement. The RHDC may terminate
this Agreement at any time. GCR may te'rminate this Agreement on the giving of thirty
(30) days written notice to the RHDC of such termination. GCR will comply with all
obligations required of it pursuant to the State Bar Act in connection with such
termination and the transition to replacement counsel. GCR shall be compensated for
its services rendered through and including the effective date of such termination.
SECTION 5. Document Retention. RHDC is entitled, upon written request, to
any files in our possession relating to the legal services performed by GCR for RHDC,
excluding our internal accounting records and other documents not reasonably
necessary to RHDC representation, subject to our right to make copies of any files
withdrawn by RHDC. Upon termination of services under the Agreement, GCR will
close RHDC's file. RHDC's physical files may be sent to storage offsite, and thereafter
there may be an administrative cost of retrieving them from storage. Thus, GCR
recommends that RHDC request the return of RHDC files if this Agreement is
terminated. Under the GCR document retention policy, files are normally destroyed five
years after a matter is closed, unless other arrangements are made with the client.
GCR and RHDC agree that all client-supplied materials and all attorney end
produce (referred to generally as "client material") are the property of the RHDC.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
LA Doc. # 4816-5542-2977 3
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memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
If services are terminated, GCR will notify the client of any client materials that
remain in GCR's possession. The RHDC will be invited to retrieve these materials
within 45 days of notice, or the RHDC may direct GCR to forward the materials to the
RHDC, at the RHDC's expense. If within 45 days of this notice RHDC fails to retrieve
the materials or request GCR to forward them, the RHDC authorizes GCR to destroy
the client materials.
After the 45-day period, GCR will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any RHDC materials that remain with the firm.
SECTION 6. Notices. Notices required pursuant to this Agreement shall be
given by personal service upon the party to be notified, or by delivery of same to the
custody of the United States Postal Service, or its lawful successor, postage prepared
and addressed as follows:
RHDC: Rosemead Housing Development Corporation
8838 East Valley Boulevard
Rosemead, California 91770.
Attention: Executive Director
GCR: GARCIA CALDERON RUIZ, LLP
500 South Grand Avenue
Suite 1310
Los Angeles, CA 90071
Attention: Bonifacio Bonny Garcia, Esq.
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States
Postal Service shall be deemed to have been given two (2) consecutive business days
following the deposit of the same in the custody of said Postal Service. Either party,
may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
SECTION 7. Indemnification. GCR does hereby agree to hold RHDC, and its
elected and appointed officers and officials, employees and other agents free and
harmless from any claim, demand or judgment which may arise based upon personal
injury or damage to property to a third party arising out of the performance of services
by GCR hereto.
SECTION 8. Insurance. Not in derogation of the provisions of Paragraph 7
hereof, GCR does hereby agree to take out and maintain in full force and effect under
the terms of this Agreement the following insurance coverage:
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A. Such insurance coverage as is required pursuant to the Workers'
Compensation Laws of the State of California; and,
B. A liability policy with coverage of not less than $1,000,000.00; and,
C. Professional Liability (errors and omissions) insurance in an amount of not
less than $1,000,000.00.
SECTION 9. General Provisions.
A. GCR shall not assign this Agreement, or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that GCR is
uniquely qualified to perform the services provided for in this Agreement.
B. GCR is and shall at all times remain as to the RHDC a wholly independent
contractor. Neither the RHDC nor any of its officers, employees, servants or agents
shall have control over the conduct of GCR or any of GCR's officers, employees or
agents. GCR shall not at any time or in any manner represent that it or any of its
officers, employees or agents are in any manner employees of the RHDC. RHDC
acknowledges and agrees that the General Counsel, Assistant General Counsel and
attorneys representing the RHDC will need to represent to others their capacity and
relationship to the RHDC.
C. In the performance of this Agreement, GCR shall not engage in
discrimination in employment of persons because of the age, race, color, sex, national
origin or ancestry or religion of such persons.
D. Nothing contained in this Agreement shall be deemed, construed or
represented by the RHDC or GCR to any third person to create the relationship of
principal or agent, or of a partnership, or of a joint venture, or of any other association of
any kind or nature between the RHDC.and_GCR.
E. This Agreement constitutes the entire agreement of the parties concerning
the subject matter hereof and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended in any way except by
a writing expressly purporting to be such an amendment, signed and acknowledged by
both of the parties hereto.
F. Should interpretation of this Agreement, or any portion thereof, be
necessary, it is deemed that this Agreement was prepared by the parties jointly and
equally, and shall not be interpreted against either party on the ground that the party
prepared the Agreement or caused it to be prepared.
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G. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding, unless executed in writing by the party making the waiver.
H. The law of the State of California will govern the validity of this Agreement,
its interpretation and performance. Any litigation arising in any way from this Agreement
shall be brought in Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their representatives as follows:
ROSEMEAD
HOUSING DEVELOPMENT CORPORATION
Dated: May g, 2007
Dated: May_a, 2007
LA Doc. # 4816-5542-2977
By: (Q7 '--e-
Executive Director
6
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GARCIA CALDERON RUIZ, LLP
A Limited Liability Partnership
gcr Garcia Calderon Ruiz'
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imned li.lbilny y.u rnerxhip
AGREEMENT FOR CITY ATTORNEY SERVICES
THIS AGREEMENT, is made and entered into by and between the CITY OF
ROSEMEAD, a California public entity, corporate and politic (hereinafter "City") and the
law firm of GARCIA CALDERON RUIZ, LLP, a limited liability partnership (hereinafter
"GCR") and shall be effective September 1, 2007. In consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby agreed, the parties agree as
follows:
SECTION 1. Recitals. This Agreement is made and entered into with respect to
the following facts:
A. City desires to engage the services of GCR to act as City Attorney and to
perform all legal services which are needed by the City; and,
B. GCR has agreed to provide.such legal services, in the time, manner and
for the compensation, as hereinafter set forth; and,
C. That the City Council has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement.
SECTION 2. Legal Services. GCR shall perform the legal services necessary
to serve the City which shall include, but are not limited to, the following:
A. GCR shall attend all meetings of the City Council unless excused by the
Mayor or the City Manager of the City, as well as attend any other meetings as so
requested by the Mayor or the City Manager of the City;
B. Provide legal advice and opinions on all matters affecting the City when
requested by the City Council, Mayor, City Manager, or a Department Head of the City
of Rosemead, and represent the City in administrative proceedings and litigation
involving the City which may arise from those matters upon which such advice has been
given; and,
C. Prepare and approve as to legal form all resolutions, ordinances,
contracts, agreements and other legal documents and represent the City in
administrative proceedings and litigation involving the City which may arise from those
matters upon which such advice has been given; and,
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GCR shall not be required to perform the services described above where to do
so would be a conflict of interest pursuant to the State Bar Act.
SECTION 3. Compensation. GCR shall be compensated by City for the
performance of such services as follows:
A. Monthly Retainer: The City shall compensate GCR a monthly retainer fee,
exclusive of expenses, of Fifteen Thousand Dollars ($15,000.00) for seventy hours of
coverage by the attorneys of the Firm at all meetings of the City Council, any meetings
of other City commissions or agencies as requested by the City Manager or City
Council, and the provision of routine City Attorney services in the following areas:
Open government and ethics
• Elections
• Personnel and Human Resources
• Municipal services and utilities
Public contracting
• Public property
• Regulating businesses and personal conduct
B. Basic Services. For hours of routine City Attorney services provided in
excess of seventy hours GCR shall be compensated at the discounted and blended
hourly rate of $210.00 for partners and associates and other attorneys serving with the
GCR, $150.00 per hour for law clerks, and $125.00 per hour for paralegals. Such
additional fees, exclusive of costs, shall not exceed $15,000.00 in any single'month.
C., Extraordinary and Specialty Services: The monthly retainer fee and fees
for Basic Services referenced in Sections 3A and 3B above shall not cover the handling
of "extraordinary" matters. The term "extraordinary" shall include:
• Public finance or bond counsel services
• Litigation or preparation for litigation;
• Court proceedings, arbitrations or hearings challenging the City Council's
or City Manager's determinations with respect to public employee
appointments, discipline, releases, or reassignments;
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•
• California Department of Fair Housing and Employment or federal Equal
Employment Opportunity Commission complaint or proceeding;
• California Public Employee Relations Board or Office of Administrative
Hearings complaint or proceeding;
• Other administrative or fact-finding hearing or preparations for the
foregoing;
• Investigations of City personnel, consultants or vendors;
• Investigation of any complaint or claim filed or threatened to be filed
against the City;
• Any collective bargaining; nor
• Any other matter which the City Manager and City Attorney, or the City
Council determine to be "extraordinary."
The Monthly Retainer and Basic Services shall also not include "specialty" legal
services which shall be defined as matters involving the handling of major business
transactions, real estate, intellectual property, software, and or school financing, bid
protests, eminent domain, inverse condemnation, construction defect or other
construction related matters.
The rates for extraordinary and specialty matters as set forth in sub-paragraph A
above shall range from $205.00 to $225.00 per hour for associate attorneys and
$235.00 to $295.00 per hour for partners, special counsel, of counsel, senior lawyers of
the firm and lawyers with seven or more years of experience.
D. The hours and amount of the Monthly Retainer, the rates and cap on fees
for Basic Services, and the rates for Specialty Services as set forth in sub-paragraphs
3A, B and C, above, shall be adjusted annually at the close of the City of Rosemead's
fiscal year (June 30), by the increase in the Consumer Price Index ("CPI") by measuring
the change in the CPI (measured from the average of the monthly increase in the
calendar year preceding the conclusion of such fiscal year). The percentage increase in
the CPI shall be determined through the use of the CPI publications of the Bureau of
Labor Statistics, United States Department of Labor or its successor as published for
Urban Wage Earners and Clerical Workers @, All Items @, Los Angeles County Area @
(1982-84=100). In the event such CPI ceases to be published, the parties shall utilize
such substitute index as common in the industry to measure cost of living increases.
E. Legal Services for Bond and Financial Matters. For public finance, the fee
structure for bond counsel services is one percent of the first $8 million executed and
delivered; one-half percent of the next $4 million executed and delivered; and one-
quarter percent of all amounts in excess of the first $12 million subject to a minimum fee
of Sixty Thousand Dollars ($60,000.00). In the event that multiple series of bonds or
LA Doc. # 4815-6330-2657 3
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• •
notes are issued, the foregoing fee schedule would be applied to each issue, subject to
the $60,000.00 minimum fee. Payment of the fees are entirely contingent upon the
successful execution and delivery of the, bonds or notes to be payable on or after
delivery except for out-of-pocket expenses.
The fee for disclosure counsel services is a flat fee of $40,000.00 per issuance
under $5 million; $50,000.00 per issuance under $10 million; and $60,000.00 per
issuance over $10 million; provided that the transaction does not present any unusual
disclosure concerns, such as previously undisclosed liabilities or prior failure of the
issuer to comply with disclosure requirements for other financings.
F. Reimbursable Expenses. GCR shall be entitled to reimbursement for all
reasonable and necessary expenses incurred by it in the performance of legal services
hereto, provided that the same are first approved by the Executive Director.
Reimbursable expenses to which GCR shall be entitled shall include, but not be limited
to, duplication costs, word processing costs, travel, telephone and telecommunications
costs, extraordinary mail costs, messenger service, and other costs customarily made
as a part of the performance of legal services by GCR.
G. Payment for Services. GCR shall submit monthly statements to the City
accounting for all services provided and costs incurred pursuant to the terms of this
Agreement. Said statements shall clearly set forth by date the type of work performed,
the time spent on a task and the attorney performing the task. Payment to GCR shall
be made by City within thirty (30) days of receipt of the statement, except for those
specific items on the billing which are contested or questioned and returned by City,
with written explanation, within thirty (30) days of receipt of the statement. GCR shall
provide to City a written response to any statement contested or questioned and further,
upon request of City, provide City with any and all documents related to the service or
costs. No charge shall be made for time expended in providing this information to the
City.
SECTION 4. Term. The term of this Agreement shall commence on September
1, 2007, shall supersede all prior written retainer agreements between the City and
GCR, and shall'continue thereafter unless terminated by either party hereto pursuant to
the terms of this Agreement. The City Council may terminate this Agreement at any
time. GCR may terminate this Agreement on the giving of thirty (30) days written notice
to the City of such termination. GCR will comply with all obligations required of it
pursuant to the State Bar Act in connection with such termination and the transition to
replacement counsel. GCR shall be compensated for its services rendered through and
including the effective date of such termination.
SECTION 5. Document Retention. City is entitled, upon written request, to any
files in our possession relating to the legal services performed by GCR for City,
excluding our internal accounting records and other documents not reasonably
necessary to City representation, subject to our right to make copies of any files
withdrawn by City. Upon termination of services under the Agreement, GCR will close
LA Doc. k 4815-6330-2657
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City's file. City's physical files may be sent to storage offsite, and thereafter there may
be an administrative cost of retrieving them from storage. Thus, GCR recommends that
City request the return of City files if this Agreement is terminated. Under the GCR
document retention policy, files are normally destroyed five years after a matter is
closed, unless other arrangements are made with the client.
GCR and City agree that all client-supplied materials and all attorney end
produce (referred to generally as "client material") are the property of the City. Attorney
end product includes, for example, finalized contracts, pleadings, and trust documents.
The firm and the client agree that attorney work product is the property of the firm.
Attorney work product includes, for example, drafts, notes, internal memoranda and
electronic files, and attorney representation and administration materials, including
attorney-client correspondence and conflicts materials.
If services are terminated, GCR will notify the client of any client materials that
remain in GCR's possession. The City will be invited to retrieve these materials within
45 days of notice, or the City may direct GCR to forward the materials to the City, at the
City's expense. If within 45 days of this notice City fails to retrieve the materials or
request GCR to forward them, the City authorizes GCR to destroy the client materials.
After the 45-day period, GCR will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any City materials that remain with the firm.
SECTION 6. The Garvey School District. GCR is aware, and has previously
disclosed to the City, that the City is a party to litigation involving the Garvey School
District ("District") regarding the City's granting of a conditional use permit for the
development of a Wal-Mart store project. GCR is the General Counsel to the District.
Neither GCR nor any of its attorneys have ever represented the District in the foregoing
litigation, nor been privy to any attorney client privileged communication or attorney
work product involving said litigation.
Rule 3-310(C)-(F) of the California Rules of Professional Conduct provides as
follows:
(C) A member shall not, without the informed written of
each client:
(1) Accept representation of more than one client
in a matter in which the interests of the clients
potentially conflict; or
(2) Accept or continue representation of more than
one client in a matter in which the interests of
the clients actually conflict; or
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•
(3) Represent a client in a matter and at the same
time in a separate matter accept as a client a
person or entity whose interest in the first
matter is adverse to the client in the first
matter.
(D) A member who represents two or more clients shall
not enter into an aggregate settlement of the claims of
or against the clients, without the informed written
consent of each client.
(E) A member shall not, without the informed written
consent of the client or former client, accept
employment adverse to the client or former client
where, by reason of the representation of the client or
former client, the member has obtained confidential
information material to the employment.
(F) A member shall not accept compensation for
representing a client from one other than the client
unless:
(1) There is no interference with the member's
independence of professional judgment or with
the client-lawyer relationship; and
(2) Information relating to representation of the
client is protected as required by Business and
Professions Code section 6068, subdivision
(e); and
(3) The member obtains the client's informed
written consent, provided that no disclosure or
consent is required if:
(a) such nondisclosure is otherwise
authorized by law, or
(b) the member is rendering legal services
on behalf of any public agency which
provides legal services to other public
agencies or the public.
Rule 3-310 requires that California attorneys avoid representation of adverse
interests concerning their clients without the informed written consent of the affected
client. GCR does not believe that Rule 3-310 is applicable to the aforementioned
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litigation between the City and the District because GCR nor any of its attorneys have
ever been involved in that litigation in the past nor shall they be in the future.
SECTION 7. Notices. Notices required pursuant to this Agreement shall be
given by personal service upon the party to be notified, or by delivery of same to the
custody of the United States Postal Service, or its lawful successor, postage prepared
and addressed as follows:
CITY: City of Rosemead
8838 East Valley Boulevard
Rosemead, California 91770
Attention: City Manager
GCR: GARCIA CALDERON RUIZ, LLP
500 South Grand Avenue
Suite 1100
Los Angeles, CA 90071
Attention: Bonifacio Bonny Garcia, Esq.
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States
Postal Service shall be deemed to have been given two (2) consecutive business days
following the deposit of the same in the custody of said Postal Service. Either party
may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
SECTION 8. Indemnification. GCR does hereby agree to hold City, and its
elected and appointed officers and officials, employees and other agents free and
harmless from any claim, demand or judgment which may arise based upon personal
injury or damage to property to a third party arising out of the performance of services
by GCR hereto.
SECTION 9. Insurance. Not in derogation of the provisions of Paragraph 7
hereof, GCR does hereby agree to take out and maintain in full force and effect under
the terms of this Agreement the following insurance coverage:
A. Such insurance coverage as is required pursuant to the Workers'
Compensation Laws of the State of California; and,
B. A liability policy with coverage of not less than $1,000,000.00; and,
C. Professional Liability (errors and omissions) insurance in an amount of not
less than $1,000,000.00.
LA Doc. # 4815-6330-2657
Garcia Caldcr6n Ruiz
. ❑.J•.d :ial•i Gip p+n ordip
7
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SECTION 10. General Provisions.
A. GCR shall not assign this Agreement, or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that GCR is
uniquely qualified to perform the services provided for in this Agreement.
B. GCR is and shall at all times remain as to the City a wholly independent
contractor. Neither the City nor any of its officers, employees, servants or agents shall
have control over the conduct of GCR or any of GCR's officers, employees or agents.
GCR shall not at any time or in any manner represent that it or any of its officers,
employees or agents are in any manner employees of the City. City acknowledges and
agrees that the General Counsel, Assistant General Counsel and attorneys
representing the City will need to represent to others their capacity and relationship to
the City.
C. In the performance of this Agreement, GCR shall not engage in
discrimination in employment of persons because of the age, race, color, sex, national
origin or ancestry or religion of such persons.
D. Nothing contained in this Agreement shall be deemed, construed or
represented by the City or GCR to any third person to create the relationship of principal
or agent, or of a partnership, or of a joint venture, or of any other association of any kind
or nature between the City and GCR.
E. This Agreement constitutes the entire agreement of the parties concerning
the subject matter hereof and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended in any way except by
a writing expressly purporting to be such an amendment, signed and acknowledged by
both of the parties hereto.
F. Should interpretation of this Agreement, or any, portion thereof, be
necessary, it is deemed that this Agreement was prepared by the parties jointly and
equally, and shall not be interpreted against either party on the ground that the party
prepared the Agreement or caused it to be prepared.
G. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding, unless executed in writing by the party making the waiver.
H. The law of the State of California will govern the validity of this Agreement,
its interpretation and performance. Any litigation arising in any way from this Agreement
shall be brought in Los Angeles County, California.
1A Doc. q 4815 6330-2657
Garcia Caldcr6n Ruiz
a Ii. ;-d lie Filiiv p. nn... File
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IN WITNESS. WHEREOF, the parties hereto have caused this Agreement to be
executed by their representatives as follows:
CITY of ROSEMEAD
Dated: August _ 2007
Dated: August, 2007
LA Doc. # 4815-6330-2657
By.
Interim City Manager
GARCIA CALDERON RUIZ, LLP
A LimiNd LiabilityRartnership
9
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Cr Garcia Calderon Ruiz ,
L a liroited IixFilitp partnarxhip f
REQUEST FOR QUALIFICATIONS
FOR AGENCY COUNSEL FOR THE
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
1.0 PURPOSE AND INTENT
The Rosemead Community Development Commission by means of this Request
for Qualifications is soliciting responses from qualified firms interested in performing as
Agency Counsel to the Commission.
The firm selected will be engaged for a term of up to one (1) year, commencing with the
date of appointment which is expected to be on or about July 17, 2007. The Commission
reserves the right to extend the term of engagement.
2.0 RESPONSE SUBMISSION
Nine (9) copies of the response must be submitted marked Rosemead Community
Development Commission and addressed to:
Bonifacio Bonny Garcia
Garcia Calderon Ruiz, LLP
500 S. Grand Avenue
Suite 1100
Los Angeles, California 90071
(213) 347-0210
Responses must be received by Wednesday, July 11, 2007 at 5:00 p.m.
Responses received after the time and date listed above will not be considered.
gcr
The Commission will not be responsible for any expenses in the preparation
and/or presentation of the responses and oral interviews, if any.
The Commission reserves the right to request additional information if necessary,
or to request an interview with fine(s), or to reject any and all responses with or without
cause. The Commission further reserves the right to make such investigations as it deems
necessary as to the qualifications of any and all firms submitting responses. In the event
that all responses are rejected, the Commission reserves the right to re-solicit responses.
Garcia Calderon Ruiz
lied ❑,hiury parnn..ahip
500 South Grand Ate., Suire 1100
Los Angeles, Califomia 90071
t. 213.347.0210
f 213.347-0216
625 Broadway, Suire 900
San Diego. California 92101
r. 619.564.8400
f. 619.564.8404
40 South Marker Srreer, Suire 500
San Jose, California 95113
t. 408.298.7400
f. 408.298.7404
• •
Each responding firm assumes sole responsibility for the complete effort required
in the RFQ. No special consideration shall be given after responses are opened on
account of a firm's failure to be knowledgeable about all requirements of this RFQ.
Documents and information submitted in response to this RFQ shall become the
property of the Commission and shall be available to the general public as required by
applicable law.
The Commission reserves the right to hold oral interviews with any or all of the
firms submitting a response.
3.0 QUESTIONS AND ANSWERS
The Commission will accept questions regarding any aspect of this RFQ via e-
mail only until 5:00 p.m. on July 11, 2007 from all potential firms. Questions should be
directed via e-mail to:
Bonifacio Bonny Garcia
Garcia Calderon Ruiz, LLP
bgarcia@gcrlegal.com
4.0 INSTRUCTIONS FOR SUBMITTING A RESPONSE
The firm shall describe its approach and plans for accomplishing the work
outlined in the Scope of Services attached hereto as Attachment #1. The Response must
consist of the following:
A. Cover Letter;
B. References;
C. Description of Firm's Prior Experience, including California
Redevelopment law and Similar Experience;
D. Key Attorney List;
E. Resumes of Key Attorneys;
F. Potential Conflicts of Interest; and
G. A Retainer Agreement which the responding firm proposes to
submit for approval by the Commission.
All of the above items must be addressed in the Response in the same order as
stated above. The Response should be submitted on 8 '/z by 11 inch pages.
A more detailed description of the items required in the Response follows:
ar. r
4.0. A. Cover Letter
The firm must include a cover letter which indicates the full name and address of
the firm and the branch office location (if any) that will perform the services described in
Garcia Calderon Ruiz
a Ii in i -J Iia hi li[Y pa ....hip
500 South Grand Ave, Suite 1100
Los Angeles, California 90071
t. 213.347.0210
f. 213.347-0216
625 Broadway, Suite 900
San Diego, California 92101
r. 619.564.8400
f 619.564.8404
40 South Market Street, Suite 500
San Jos,,, California 95113
t. 408.298.7400
f.. 408.298.7404
• •
qcr
this RFQ. The firm must indicate the name and contact information for the individual
who will be the senior contact person for the responding firm for this engagement.
4.0. B. References
The firm must provide at least three (3) client-references with contact names and
telephone numbers.
4.0. C. Description of Firm's Prior Experience, including California Redevelopment Law
and Similar Experience
The firm shall provide a description of those projects which demonstrate the
firm's prior experience with California Redevelopment Law and Health & Safety Code
Section 33000. Special consideration will be given to firms with substantial and
comprehensive experience in preparing and negotiating development agreements,
California eminent domain and condemnation law, municipal finance law and practice,
land use law, zoning and affordable housing. The description of prior experience should
include a demonstration of the firm's experience with affordable housing requirements as
well as all of the above-referenced areas of practice
4.0. D Key Attorney Member List
For the purposes of this RFQ, a "Key Attorney" is a principal, partner or attorney
of the firm, with a responsible role in the provision of the services requested pursuant to
this RFQ. The responding firm must list each Key Attorney and the approximate
percentage of time each Key Attorney will spend on this engagement.
4.0. E. Resumes of Key Attorney Members
A resume of each Key Attorney must be included as part of the Response.
4.0. F. Potential Conflicts of Interest
The firm should set forth a summary, to the extent possible, of any and all
potential conflicts of interest that firm anticipates during the term of the engagement. For
each conflict identified, the firm should'provide its proposed solution.
4, O.G. Proposed Retainer Agreement
Each responding firm must submit a retainer agreement setting forth all hourly
rates, charges and terms and conditions which the responding firm proposes to submit for
approval by the Commission.
Garcia Calderon Ruiz
limited liability pa„oerehlp
500 South Grand Ave., Suite 1100
Los Angeles, California 90071
t. 213.347.0210
f. 213.347-0216
625 Broadway, Suite 900
San Diego, California 92101
r. 619.564.8400
f. 619.564.8404
40 South Market Street, Suite 500
San Jose, California 95113
t. 408.298.7400
f. 408.298.7404
•
~cr
6.0 SELECTION PROCESS
6.1 All responses will be reviewed to determine responsiveness. Non-responsive
responses will be rejected without evaluation. The Commission reserves the right to
request clarifying information subsequent to submission of the response, if necessary.
6.2 The criteria used to evaluate Responses shall include, but not be limited to
expertise, capacity, experience and personnel and may include the following evaluation
criteria categories:
(a) Finn's experience in successfully representing California agencies of a
similar scope and size to that required by this RFQ;
(b) Qualifications and experience of Key Attorney assigned to work with the
Commission;
(c) Overall quality of response to RFQ; and
(d) Quality of oral interview, if any.
6.3 The evaluation will be based upon the information provided to the Commission in
response to this RFQ and any necessary verification of such information provided
thereof.
6.4 Notwithstanding anything to the contrary, the Commission has not obligation to
make an award and reserves the right to waive any non-material defects, reject all
Responses for any reason and terminate the selection process at any time.
NetDoc.#4824-3374-0033
Garcia Calderon Ruiz
-d liahlll,y p....~ereLip
500 South Grand Ave., Suite 1100
Los Angeles, California 90071
t. 213.3420210
E 213.347-0216
625 Broadway. Suite 900
San Diego, California 92101
r. 619.564.8400
E 619564.8404
40 South Marker Street, Suite 500
San Jose, California 95113
t. 408.298.7400
f. 408.298.7404
0 0
0
E M E,
5
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Q~Q
CO RATED I
ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: OLIVER C. CHI, INTERIM CITY MANAGER a Ge-=
DATE: AUGUST 28, 2007
SUBJECT: APPROVAL OF NEW LEGAL COUNSEL AGREEMENTS
SUMMARY
On April 3, 2007, the City Council hired Bonifacio "Bonny" Garcia of Garcia, Calderon, and Ruiz
(GCR) to serve as Rosemead's official legal counsel. Later, on May 8, 2007, the City Council
approved a contract agreement with GCR to perform legal counsel services for the City
(Attachment A).
At the August 14, 2007 Community Development Commission (CDC) meeting, Burke, Williams, &
Sorensen (BWS) was hired to serve as both General Counsel to the Commission and also to
provide legal services with respect to matters concerning land use, housing, and economic
development. Furthermore, the Commission directed staff to negotiate a retainer agreement for
BWS to provide such services.
In addition, at the August 14, 2007 City Council meeting, staff was directed to negotiate a new
retainer agreement with GCR to provide legal counsel services for the City.
Under the new proposed contract with GCR (Attachment B), a monthly fixed retainer fee of
$25,000 has been proposed for the firm to handle all routine City Attorney services. For
"extraordinary" matters, an hourly fee of $205 - $235 has been proposed for associate attorneys
and an hourly fee of $235 - $295 has been proposed for partners and senior lawyers of the firm.
Under the new proposed contract with BWS (Attachment B), attorney fees will be billed $275 per
hour for partners, $225 per hour for associates, and $150 per hour for paralegal and law clerk time
for services rendered to the City as special legal counsel. In addition, it is important to note that
under the proposed agreement, the first 15 hours of attorney time charged to the CDC each month
shall be billed at the associate rate of $225 regardless of whether the work is performed by an
associate or a partner.
Staff Recommendation
Staff recommends that the City Council take the following action:
Terminate the existing agreement for City Attorney services with GCR (Attachment A) and
approve the new proposed agreement for City Attorney services with GCR (Attachment B).
Approve the agreement for Special Legal Services with BWS (Attachment C).
O
APPROVED FOR CITY COUNCIL AGENDA:
0
City Council Report
August 28, 2007
Page 2 of 2
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment A: GCR City Attorney Contract Agreement
Attachment B: Proposed GCR City Attorney Contract Agreement
Attachment C: Proposed BWS Special Legal Counsel For The City Contract Agreement
• 0
RON&
cr Garua Caldci'6n 1Zui
AGREEMENT FOR CITY ATTORNEY SERVICES
. THIS AGREEMENT, is made and entered into by and between the CITY OF
ROSEMEAD, a California public entity, corporate and politic (hereinafter "City") and the
law firm of GARCIA CALDERON RUIZ, LLP, a limited liability partnership (hereinafter
"GCR") and shall be effective as of the date of GCR's retention by the City Council of
the City of Rosemead. In consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration the receipt and sufficiency of
which is hereby agreed, the parties agree as follows:
SECTION 1. Recitals. This Agreement is made and entered into with respect to
the following facts:
A. City desires to engage the services of GCR to act as City Attorney and to
perform all legal services which are needed by the City; and,
B. GCR has agreed to provide such legal services, in the time, manner and
for the compensation, as hereinafter set forth; and,
C. That the City Council has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement.
SECTION 2. Legal Services. GCR shall perform the legal services necessary
to serve the City which shall include, but are not limited to, the following:
A. GCR shall attend all meetings of the City Council and Planning
Commission of the City unless excused by the Mayor or the City Manager of the City,, as
well as attend any other meetings as so requested by the Mayor or the City Manager of
the City;
B. Provide legal advice and opinions on all matters affecting the City when
requested by the City Council, Mayor, City Manager, or a Department Head of the City
of Rosemead, and represent the City in administrative proceedings and litigation
involving the City which may arise from those matters upon which such advice has been
given; and, _
C. _ Prepare and approve as to legal form all resolutions, ordinances,
contracts, agreements and other legal documents and represent the City in
administrative proceedings and litigation involving the City which may arise from those
matters upon which such advice has been given; and,
Gnivi,i Udd(:rdn Ruiz .....a,,.,„I v.... uluu a„,.I•..,_,. ,I,n, ,_-a.,t., .1,,,. ..Ii-_ .b. i.,t .i..,. L.. \q II nu oui'I i'c .I ioi Jul .,:u :olll,i ia9.-:I I?
• •
GCR shall not be required to perform the services described above where to do
so would be a conflict of interest pursuant to the State Bar Act.
SECTION 3. Compensation. GCR shall be compensated by City for the
performance of such services as follows:
A. Monthly Retainer. The City shall compensate GCR a monthly retainer of
Ten Thousand Dollars ($10,000.00). The monthly retainer shall include payment for the
following legal services:
1. Attendance of an attorney at two regular City Council meetings per
month;
2. Attendance of an attorney at two regular City Planning Commission
meetings per month;
3. Six hours a week of attorney office hours at a location or locations
designated by the City.
B. Basic Services. For basic legal services not included in the foregoing
monthly retainer, GCR shall be compensated for the services of City Attorney, including
travel time, at the discounted and blended hourly rate of $210.00 for partners and
associates, $150.00 per hour for law clerks, and $125.00 per hour for paralegals.
C. Specialty Services. The rates set forth in sub-paragraph A above shall
apply in all matters except for specialty services relating to public or municipal financing,
business and real estate, intellectual property, eminent domain, inverse condemnation,
construction defect, or other construction related litigation matters. The attorney rates
for these services will range from $205.00 to $225.00 per hour for associate attorneys
and $235.00 to $295.00 per hour for partners, special counsel, of counsel, senior
lawyers of the firm and lawyers with seven or more years of experience.
D. The rate for Basic Services, as set forth in sub-paragraphs 3 A and B,
above, shall be adjusted annually at the close of the City of Rosemead's fiscal year
(June 30), by the increase in the Consumer Price Index ("CPI") by measuring the
change in the CPI (measured from the average of the monthly increase in the calendar
year preceding the conclusion of such fiscal year). The percentage increase in the CPI
shall be determined through the use of the CPI publications of the Bureau of Labor
Statistics, United States Department of Labor or its successor as published for Urban
Wage Earners and Clerical Workers @, All Items @, Los Angeles County Area @
(1982-84=100). In the event such CPI ceases to be published, the parties shall utilize
such substitute index as common in the industry to measure cost of living increases.
E. Legal Services for Bond and Financial Matters. For public finance, the fee
structure for bond counsel services is one percent of the first $8 million executed and
delivered; one-half percent of the next $4 million executed and delivered; and one-
LA Doc. N 4818-3397-2353
Garcia Caldci6n KOIZ
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• •
quarter percent of all amounts in excess of the first $12 million subject to a minimum fee
of Sixty Thousand Dollars ($60,000.00). In the event that multiple series of bonds or
notes are issued, the foregoing fee schedule would be applied to each issue, subject to
the $60,000.00 minimum fee. Payment of the fees are entirely contingent upon the
successful execution and delivery of the bonds or notes to be payable on or after
delivery except for out-of-pocket expenses.
The fee for disclosure counsel services is a flat fee of $40,000.00 per issuance
under $5 million; $50,000.00 per issuance under $10 million; and $60,000.00 per
issuance over $10 million; provided that the transaction does not present any unusual
disclosure concerns, such as previously undisclosed liabilities or prior failure of the
issuer to comply with disclosure requirements for other financings.
F. Reimbursable Expenses. GCR shall be entitled to reimbursement for all
reasonable and necessary expenses incurred by it in the performance of legal services
hereto, provided that the same are first approved by the Executive Director.
Reimbursable expenses to which GCR shall be entitled shall include, but not be limited
to, duplication costs, word processing costs, travel, telephone and telecommunications
costs, extraordinary mail costs, messenger service, and other costs customarily made
as a part of the performance of legal services by GCR.
G. Payment for Services. GCR shall submit monthly statements to the City
accounting for all services provided and costs incurred pursuant to the terms of this
Agreement. Said statements shall clearly set forth by date the type of work performed,
the time spent on a task and the attorney performing the task. Payment to GCR shall
be made by City within thirty (30) days of receipt of the statement, except for those
specific items on the billing which are contested or questioned and returned by City,
with written explanation, within thirty (30) days of receipt of the statement. GCR shall
provide to City a written response to any statement contested or questioned and further,
upon request of City, provide City with any and all documents related to the service or
costs. No charge shall be made for time expended in providing this information to the
City.
SECTION 4. Term. The term of this Agreement shall commence on the date of
GCR's appointment by the City Council, i.e. April 3, 2007, and shall continue thereafter
unless terminated by either party hereto pursuant to the terms of this Agreement. The
City Council may terminate this Agreement at any time. GCR may terminate this
Agreement on the giving of thirty (30) days written notice to the City of such termination.
GCR will comply with all obligations required of it pursuant to the State Bar Act in
connection with such termination and the transition to replacement counsel. GCR shall
be compensated for its services rendered through and including the effective date of
such termination.
SECTION 5. Document Retention. City is entitled, upon written request, to any
files in our possession relating to the legal services performed by GCR for City,
excluding our internal accounting records and other documents not reasonably
LA Doc. # 4818-3397-2353
G;II is IH1716n IZIIi _.::.II iu. ..ll: e..,._. r r ,o:, I,
I- '•n>r ;I.ru.:'vnfj
• •
necessary to City representation, subject to our right to make copies of any files
withdrawn by City. Upon termination of services under the Agreement, GCR will close
City's file. City's physical files may be sent to storage offsite, and thereafter there may
be an administrative cost of retrieving them from storage. Thus, GCR recommends that
City request the return of City files if this Agreement is terminated. Under the GCR
document retention policy, files are normally destroyed five years after a matter is
closed, unless other arrangements are made with the client.
GCR and City agree that all client-supplied materials and all attorney end
produce (referred to generally as "client material") are the property of the City. Attorney
end product includes, for example, finalized contracts, pleadings, and trust documents.
The firm and the client agree that attorney work product is the property of the firm.
Attorney work product includes, for example, drafts, notes, internal memoranda and
electronic files, and attorney representation and administration materials, including
attorney-client correspondence and conflicts materials.
If services are terminated, GCR will notify the client of any client materials that
remain in GCR's possession. The City will be invited to retrieve these materials within
45 days of notice, or the City may direct GCR to forward the materials to the City, at the
City's expense. If within 45 days of this notice City fails to retrieve the materials or .
request GCR to forward them, the City authorizes GCR to destroy the client materials.
After the 45-day period, GCR will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any City materials that remain with the firm.
SECTION 6. The Garvey School District. GCR is aware, and has previously
disclosed to the City, that the City is a party to litigation involving the Garvey School
District ("District") regarding the City's granting of a conditional use permit for the
development of a Wal-Mart store project. GCR is the General Counsel to the District.
Neither.GCR nor any of its attorneys have ever represented the District in the foregoing
litigation, nor been privy to any attorney client privileged communication or attorney
work product involving said litigation. :
Rule 3-310(C)-(F) of the California Rules of Professional Conduct provides as
follows:
(C) A member shall not, without the informed written of
each client:
(1) Accept representation of more than one client
in a matter in which the interests of the clients
potentially conflict; or
LA Doc. H 4818-3397-2353
Ulldcran Ruiz
4
(2) Accept or continue representation of more than
one client in a matter in which the interests of
the clients actually conflict; or
(3) Represent a client in a matter and at the same
time in a separate matter accept as a client a
person or entity whose interest in the first
matter is adverse to the client in the first
matter.
(D) A member who represents two or more clients shall
not enter into an aggregate settlement of the claims of
or against the clients, without the informed written
consent of each client.
(E) A member shall not, without the informed written
consent of the client or former client, accept
employment adverse to the client or former client
where, by reason of the representation of the client or
former client, the member has obtained confidential
information material to the employment.
(F) A member shall not accept compensation for
representing a client from one other than the client
unless:
(1) There is no interference with the member's
independence of professional judgment or with
the client-lawyer relationship; and
(2) Information relating to representation of the
client is protected as required by Business and
Professions Code section 6068, subdivision
(e); and
(3) The member obtains the client's informed
written consent, provided that no disclosure or
consent is required if:
(a) such nondisclosure is otherwise
authorized by law, or
(b) the member is rendering legal services
on behalf of any public agency which
provides legal services to other public
agencies or the public.
LA Doc. # 4818-3397-2353 5
G; lcm Caldcrai Ruiz ;V. ; I..,,„!.,
ni..... :'^_I';I R:~.I r In•a nl:: iFlli
• •
Rule 3-310 requires that California attorneys avoid representation of adverse
interests concerning their clients without the informed written consent of the affected
client. GCR does not believe that Rule 3-310 is applicable to the aforementioned
litigation between the City and the District because GCR nor any of its attorneys have
ever been involved in that litigation in the past nor shall they be in the future.
SECTION 7. Notices. Notices required pursuant to this Agreement shall be
given by personal service upon the party to be notified, or by delivery of same to the
custody of the United States Postal Service, or its lawful successor, postage prepared
and addressed as follows:
CITY: City of Rosemead
8838 East Valley Boulevard
Rosemead, California 91770
Attention: City Manager
GCR: GARCIA CALDERON RUIZ, LLP
500 South Grand Avenue
Suite 1310
Los Angeles, CA 90071
Attention: Bonifacio Bonny Garcia, Esq.
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States
Postal Service shall be deemed to have been given two (2) consecutive business days
following the deposit of the same in the custody of said Postal Service. Either party
may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
SECTION 8. Indemnification. GCR does hereby agree to hold City, and its
elected and appointed officers and officials, employees and other agents free and
harmless from any claim, demand or judgment which may arise based upon personal
injury or damage to property to a third party arising out of the performance of services
by GCR hereto.
SECTION 9. Insurance. Not in derogation of the provisions of Paragraph 7
hereof, GCR does hereby agree to take out and maintain in full force and effect under
the terms of this Agreement the following insurance coverage:
A. Such insurance coverage as is required pursuant to the Workers'
Compensation Laws of the State of California; and,
B. A liability policy with coverage of not less than $1,000,000.00; and,
LA Doc. N 4818-3397-2353
Garcia Galdcrdn Ruiz
q.
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C
C. Professional Liability (errors and omissions) insurance in an amount of not
less than $1,000,000.00.
SECTION 10. General Provisions.
A. GCR shall not assign this Agreement, or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that GCR is
uniquely qualified to perform the services provided for in this Agreement.
B. GCR is and shall at all times remain as to the City a wholly independent
contractor. Neither the City nor any of its officers, employees, servants or agents shall
have control over the conduct of GCR or any of GCR's officers, employees or agents.
GCR shall not at any time or in any manner represent that it or any of its officers,
employees or agents are in any manner employees of the City. City acknowledges and
agrees that the General Counsel, Assistant General Counsel and attorneys
representing the City will need to represent to others their capacity and relationship to
the City.
C. In the performance of this Agreement, GCR shall not engage in
discrimination in employment of persons because of the age, race, color, sex, national
origin or ancestry or religion of such persons.
D. Nothing contained in this Agreement shall be deemed, construed or
represented by the City or GCR to any third person to create the relationship of principal
or agent, or of a partnership, or of a joint venture, or of any other association of any kind
or nature between the City and GCR.
E. This Agreement constitutes the entire agreement of the parties concerning
the subject matter hereof and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended in any way except by
a writing expressly purporting to be such an amendment, signed and acknowledged by
both of the parties hereto.
F. Should interpretation of this Agreement, or any portion thereof, be
necessary, it is deemed that this Agreement was prepared by the parties jointly and
equally, and shall not be interpreted against either party on the ground that the party
prepared the Agreement or caused it to be prepared.
G. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding, unless executed in writing by the party making the waiver.
LA Doc. N 4818-3397-2353
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H. The law of the State of California will govern the validity of this Agreement,
its interpretation and performance. Any litigation arising in any way from this Agreement
shall be brought in Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their representatives as follows:
CITY of ROSEMEAD
Dated: g O -4 By:
City Man er
GARCIA CALDERON RUIZ, LLP
A Limited Liability Partnership
Dated: 8 C~ By/ Bo
Bo
LA Doc. N 4818-3397-2353
8
GrIlcia C :31deriin Itui::
•
EhOlEk2n ~J
BURKE, WILLIAMS 6 SORENSEN, LLP
Oliver Chi
Interim City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead, CA 91770
Re: City of Rosemead Special Counsel Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Chi:
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ('Burke") has been retained by the City of Rosemead ("City")
for Special Counsel services (as described herein), by the Rosemead Community
Development Commission ("CDC') to serve as its Agency General Counsel and the
Rosemead Housing Development Corporation ("HDC) as its General Counsel. The
City, HDC and the CDC are collectively referred to herein as "Client." California
Business and Professions Code Section 6148 requires a written fee agreement
between attorneys and their clients setting forth the scope of services and fees to be
charged. When executed by you below and delivered to us, this agreement shall satisfy
the requirements of Section 6148.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the CDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on Redevelopment Projects and operation of the Agency, drafting of required
legal documents, attendance at CDC meetings, prosecution of actions on behalf of the
CDC to implement redevelopment projects undertaken by the CDC, or defend
challenges to same and such other matters as the CDC may request from time to time.
2. Scope of Representation for the HDC. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the HDC as our client, as
its General Counsel. Such representation includes, but is not limited to, providing
advice on housing projects and operation of the HDC, drafting of required legal
documents, attendance at HDC meetings, prosecution of actions on behalf of the HDC i'
to implement projects undertaken by the HDC, or defend challenges to same and such
other matters as the HDC may request from time to time.
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as
LA #4842-9634-9697 v1
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our client with respect to Special legal services as described hereafter. Such special
services shall include representation of the City with respect to land use, housing and
economic development matters, and other matters as the City may request from time to
time. It is anticipated that such special services may include, but not be limited to,
advice on transactional matters, preparation of documents and agreements, drafting of
legislation, attendance at City commission and Council meetings (as requested),
defense of litigation and prosecution of litigation on behalf of the City. In its role as
Special Counsel to the City, Burke agrees to coordinate with the City's City Attorney
when appropriate to ensure the interests of the City are not compromised.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be $275.00 for partners and $225.00 per
hour for associates and $150 per hour for paralegal and law clerk time. Notwithstanding
the foregoing, Burke agrees that the first 15 hours of attorney time billed to the City
each month, the first 15 hours of attorney time billed to the HDC each month and the
first 15 hours of attorney time billed to the CDC each month shall be billed at the
associate rate (currently $225) regardless of whether the work is performed by an
associate or a partner. The firm's billing rates are subject to revision from time to time
in the ordinary course of business, but under no circumstances will a rate increase for
this engagement prior to January 1, 2008. Client will be notified in writing in the event of
a rate increase. Additionally, City, HDC and CDC agree that Burke may charge its
standard private client (as opposed to public entity client) rates for work. that is
reimbursed by private parties pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billing. Burke's attorneys bill in 1/10th of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
LA #4842-9634-9697 v1 p. 2 of 5
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expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise. s
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
LA #4842-9634-9697 V1 p. 3 of 5
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when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
JOHN J. WELSH
MANAGING PARTNER
I/we have read and understand the foregoing terms and provisions and agree to same
as of the date Burke, Williams & Sorensen, LLP first provided services.
CITY OF OSEMEA~D /
By: ~t
Its:
Date:
LA #4842-9634-9697 v1 p. 4 of 5
ROSEMEAD HOUSING DEVELOPMENT CORPORATION
By:
Its:
Date:
ROSEMEAD ¢ MMUNITY DEVELOPMENT COMMISSION
By: l/
Its:
Date:
LA #4842-9634-9697 vl p. 5 of 5
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gcr_ Garcia Calderon Ruiz
a Iimir eA Ii ahilily parrnershil, 1
AGREEMENT FOR COMMUNITY DEVELOPMENT COMMISSION
ATTORNEY SERVICES
THIS AGREEMENT, is made and entered into by and between the ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION, a California public entity (hereinafter
"CDC") and the law firm of GARCIA CALDERON RUIZ, LLP, a limited liability
partnership (hereinafter "GCR") and shall be effective as of the date of GCR's retention
by the CDC. In consideration of the mutual covenants and agreements set forth herein,
and for other good and valuable consideration the receipt and sufficiency of which is
hereby agreed, the parties agree as follows:
SECTION 1. Recitals. This Agreement is made and entered into with respect to
the following facts:
A. CDC desires to engage the services of GCR to act as General Counsel
and to perform all legal services which are needed by the CDC; and,
B. GCR has agreed to provide such legal services, in the time, manner and
for the compensation, as hereinafter set forth; and,
C. That the CDC has heretofore determined that the public interest,
convenience and necessity require the execution of this Agreement.
SECTION 2. Legal Services. GCR shall perform the legal services necessary
to serve the CDC which shall include, but are not limited to, the following:
A. GCR shall attend all meetings of the CDC unless excused by the Chair of
the CDC or the Executive Director, as well as attend any other meetings as so
requested by the Chair of the CDC or the Executive Director;
B. Provide legal advice and opinions on all matters affecting the CDC when
requested by the Chair of the CDC or the Executive Director, and represent the CDC in
administrative proceedings and litigation involving the CDC which may arise from those
matters upon which such advice has been given; and,
C. Prepare and approve as to legal form all resolutions, ordinances,
contracts, agreements and other legal documents and represent the CDC in
administrative proceedings and litigation involving the CDC which may arise from those ,
matters upon which such advice has been given; and,
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GCR shall not be required to perform the services described above where to do
so would be a conflict of interest pursuant to the State Bar Act.
SECTION 3. Compensation. GCR shall be compensated by CDC for the
performance of such services as follows:
A. Basic Services. For basic legal services GCR shall be compensated for
the services of General Counsel, including travel time, at the discounted and blended
hourly rate of $215.00 for partners and associates, $150.00 per hour for law clerks, and
$125.00 per hour for paralegals.
B. Specialty Services. The rates set forth in sub-paragraph A above shall
apply in all matters except for specialty services relating to public or municipal financing,
business and real estate, intellectual property, eminent domain, inverse condemnation,
construction defect, or other construction related litigation matters. The attorney rates
for these services will range from $205.00 to $225.00 per hour for associate attorneys
and $235.00 to $295.00 per hour for partners, special counsel, of counsel, senior
lawyers of the firm and lawyers with seven or more years of experience.
C. The rate for Basic Services, as set forth in sub-paragraphs 3 A and B,
above, shall be adjusted annually at the close of the CDC's fiscal year (June 30), by the
increase in the Consumer Price Index ("CPI") by measuring the change in the CPI
(measured from the average of the monthly increase in the calendar year preceding the
conclusion of such fiscal year). The percentage increase in the CPI shall be determined
through the use of the CPI publications of the Bureau of Labor Statistics, United States
Department of Labor or its successor as published for Urban Wage Earners and Clerical
Workers @, All Items @, Los Angeles County Area). In the event such CPI ceases to
be published, the parties shall utilize such substitute index as common in the industry to
measure cost of living increases.
D. Legal Services for Bond and Financial Matters. For public finance, the fee
structure for bond counsel services is one percent of the first $8 million executed and
delivered; one-half percent of the next $4 million executed and delivered; and one-
quarter percent of all amounts in excess of the first $12 million subject to a minimum fee
of Sixty Thousand Dollars ($60,000.00). In the event that multiple series of bonds or
notes are issued, the foregoing fee schedule would be applied to each issue, subject to
the $60,000.00 minimum fee. Payment of the fees are entirely contingent upon the
successful execution and delivery of the bonds or notes to be payable on or after
delivery except for out-of-pocket expenses.
The fee for disclosure counsel services is a flat fee of $40,000.00 per issuance
under $5 million; $50,000.00 per issuance under $10 million; and $60,000.00 per
issuance over $10 million; provided that the transaction does not present any unusual
disclosure concerns, such as previously undisclosed liabilities or prior failure of the
issuer to comply with disclosure requirements for other financings.
LA Doc. # 4816-5542-2977
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E. Reimbursable Expenses. GCR shall be entitled to reimbursement for all
reasonable and necessary expenses incurred by it in the performance of legal services
hereto, provided that the same are first approved by the Executive Director.
Reimbursable expenses to which GCR shall be entitled shall include, but not be limited
to, duplication costs, word processing costs, travel, telephone and telecommunications
costs, extraordinary mail costs, messenger service, and other costs customarily made
as a part of the performance of legal services by GCR.
F. Payment for Services. GCR shall submit monthly statements to the CDC
accounting for all services provided and costs incurred pursuant to the terms of this
Agreement. Said statements shall clearly set forth by date the type of work performed,
the time spent on a task and the attorney performing the task. Payment to GCR shall
be made by CDC within thirty (30) days of receipt of the statement, except for those
specific items on the billing which are contested or questioned and returned by CDC,
with written explanation, within thirty (30) days of receipt of the statement. GCR shall
provide to CDC a written response to any statement contested or questioned and
further, upon request of CDC, provide CDC with any and all documents related to the
service or costs. No charge shall be made for time expended in providing this
information to the CDC.
SECTION 4. Term. The term of this Agreement shall commence on April 3,
2007 and shall continue thereafter unless terminated by either party hereto pursuant to
the terms of this Agreement. The CDC may terminate this Agreement at any time.
GCR may terminate this Agreement on the giving of thirty (30) days written notice to the
CDC of such termination. GCR will comply with all obligations required of it pursuant to
the State Bar Act in connection with such termination and the transition to replacement
counsel. GCR shall be compensated for its services rendered through and including the
effective date of such termination.
SECTION 5. Document Retention. CDC is entitled, upon written request, to
any files in our possession relating to the legal services performed by GCR for CDC,
excluding our internal accounting records and other documents not reasonably
necessary to CDC representation, subject to our right to make copies of any files
withdrawn by CDC. Upon termination of services under the Agreement, GCR will close
CDC's file. CDC's physical files may be sent to storage offsite, and thereafter there
may be an administrative cost of retrieving them from storage. Thus, GCR
recommends that CDC request the return of CDC files if this Agreement is terminated.
Under the GCR document retention policy, files are normally destroyed five. years after
a matter is closed, unless other arrangements are made with the client.
GCR and CDC agree that all client-supplied materials and all attorney end
produce (referred to generally as "client material") are the property of the CDC.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
LA Doc. # 4616-5542-2977 3
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memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
If services are terminated, GCR will notify the client of any client materials that
remain in GCR's possession. The CDC will be invited to retrieve these materials within
45 days of notice, or the CDC may direct GCR to forward the materials to the CDC, at
the CDC's expense. If within 45 days of this notice CDC fails to retrieve the materials or
request GCR to forward them, the CDC authorizes GCR to destroy the client materials.
After the 45-day period, GCR will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any CDC materials that remain with the firm.
SECTION 6. Notices. Notices required pursuant to this Agreement shall be
given by personal service upon the party to be notified, or by delivery of same to the
custody of the United States Postal Service, or its lawful successor, postage prepared
and addressed as follows:
CDC: Rosemead Community Development Commission
8838 East Valley Boulevard
Rosemead, California 91770
Attention: City Manager
GCR: GARCIA CALDERON RUIZ, LLP
500 South Grand Avenue
Suite 1310
Los Angeles, CA 90071
Attention: Bonifacio Bonny Garcia, Esq.
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States
Postal Service shall be deemed to have been given two (2) consecutive business days
following the deposit of the same in the custody of said Postal Service. Either party
may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
SECTION 7. Indemnification. GCR does hereby agree to hold CDC, and its
elected and appointed officers and officials, employees and other agents free and
harmless from any claim, demand or judgment which may arise based upon personal
injury or damage to property to a third party arising out of the performance of services
by GCR hereto.
SECTION 8. Insurance. Not in derogation of the provisions of Paragraph 7
hereof, GCR does hereby agree to take out and maintain in full force and effect under
the terms of this Agreement the following insurance coverage:
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