Loading...
Agreement - Berliner Cohen - SCRWA Agreement for Attorney Services - Signed 2019-09-04FOURTH AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES This Fourth Amended and Restated Agreement is made and entered into effective the 1" day of July, 2019 ("Effective Date"), between the South County Regional Wastewater Authority, a California Joint Exercise of Powers Authority organized and created pursuant to the laws of the State of California ("Authority"), and Berliner Cohen, a partnership including professional corporations ("BC"). 1. Engagement for Legal Services. Authority hereby engages BC to perform legal services for Authority, commencing as of the Effective Date for the tern specified in Section 5 below. 2. Services. BC shall provide the following services: (a) Attend regular and special Board of Directors (`Board") meetings each month on an as needed basis and render advice and opinions on all legal matters which may arise during such meetings. (b) Be available for telephone consultation and attend meetings upon request of the Authority. (c) Perform non -extraordinary administrative legal services such as research and the preparation and review of ordinances, resolutions, standard leases and contracts, notices, legal opinions, memoranda, findings, decisions and other documents and papers pertaining to usual Authority business and to the legislative or quasi-judicial actions of the Board as requested by Authority. Negotiate or advise in negotiations pertaining to standard Authority contracts and leases. (d) Furnish legal advice on matters of Authority business to Board members, the Chairman of the Board, the Authority Manager and other designated personnel. (e) Advise Authority as to when special counsel should be retained for a particular matter and monitor the activities of any such special counsel retained by Authority. (0 Render litigation services as follows: (i) Represent Authority in the administration and defense of all claims and legal actions filed against it. (ii) Pursue Authority claims or actions on behalf of Authority as deemed appropriate by the Board. (iii) Represent Authority in all legal proceedings, civil or criminal. (g) Perform such other legal services for Authority as may be requested by the Chairman of the Board or the Authority Manager. BC Amendment 4_2019 3. Compensation. (a) Authority shall compensate BC for the services described in Sections 2(a) through (e) and (g) above and for non-complex litigation on an hourly basis at the rate of Three Hundred and Twenty -Six Dollars ($326) for attorneys, and at the rate published by BC for paralegals and other staff aides. (b) Authority shall compensate BC for extraordinary legal services not described in Sections 2(a) through (e) and (g) above and for complex litigation on an hourly basis at a public agency discount of ten percent (10%) on BC's normal billing rates for attorneys and paralegals. A copy of BC's current billing rates is attached hereto as Exhibit "A". Extraordinary legal services include, without limitation, condemnation related services and large or complex litigation and transactional matters. (c) Authority shall also reimburse BC for reasonable costs incurred in connection with BC's services to Authority, including but not limited to: (i) Costs of photocopying, postage, computer research on-line fees, word processing, messenger services and long-distance telephone calls relating to the professional services specified herein. (ii) Meals, when necessarily incurred in connection with Authority business. (iii) Travel, meals and lodging expenses incurred on business outside the County of Santa Clara for Authority, subject to approval by the Authority Manager. (iv) Mileage at the IRS authorized reimbursement rate or the rate established for all others on Authority business if such a rate has been adopted. (v) Customary costs of litigation, provided that the hiring of any experts shall be approved by the Board (or an authorized subcommittee thereof) or Authority Manager. (d) BC shall bill Authority on a monthly basis, said bills due and payable upon receipt. Bills relating to litigation will not be itemized unless requested in writing by the Authority Manager. Authority agrees to pay BC within thirty (30) days of receipt of such bill or statement. A late charge of 1% will be imposed on fees and costs which are outstanding more than two months after the date set forth on the first billing statement for those fees and costs. A late charge of 1 % will continue to be imposed each month thereafter on said unpaid balance on each billing statement until it is paid in full. (e) The parties acknowledge and agree that compensation shall not include any health, dental or retirement benefits, nor shall Authority be liable for Workers' Compensation or unemployment benefits for BC, its agents or employees. In addition, BC shall bear all expenses incurred for attendance at courses and seminars relating to public law, and the expense of acquiring and maintaining books, texts, periodicals and other materials relating to public law in general. Authority shall furnish BC at Authority's cost, however, copies of books and other materials relating to Authority operations, such BC Amendment 4_2019 2 as current copies of the Authority's organizational information. 4. Adjustments to Compensation. On an annual basis beginning July 1, 2020, BC's compensation for professional services shall be increased by the United States Consumer Price Index All -Urban Consumers, San Francisco, California, All Items ("CPI") for the previous twelve months. Any other increases shall only be by mutual agreement of the parties as expressed in writing. 5. Term. This Agreement shall remain in full force and effect for a period of six (6) years commencing on the Effective Date, subject to termination by either Authority or BC as set forth herein, and subject to extension by mutual agreement of the parties. 6. Termination. Either party may terminate this Agreement, without cause, by giving the other party thirty (30) days written notice. Upon expiration or sooner termination of this Agreement, the parties shall cooperate to achieve an orderly transition and assumption of duties by any succeeding attorney. 7. Assignment. The professional services to be provided under this Agreement are personal in nature and this Agreement cannot be assigned. 8. Insurance. BC agrees to maintain lawyer's professional liability insurance in full force and effect during the term of this Agreement. Such insurance shall have a limit of not less than One Million Dollars ($1,000,000) per claim and aggregate. 9. Notices. Written notices to BC required under this Agreement shall be delivered personally or by first-class mail, postage prepaid to: Berliner Cohen Ten Almaden Blvd., Eleventh Floor San Jose, California 95113 Attn: Andrew L. Faber, Esq. Written notices to Authority required by this Agreement shall be delivered personally or by first-class mail, postage prepaid, to: South County Regional Wastewater Authority 1500 Southside Drive Gilroy, California 95020 Attn: Gabriel A. Gonzalez, Authority Manager 10. Entire Agreement, This Agreement supersedes the Third Amended and Restated Agreement for Legal Services between the Authority and BC dated December 11, 2012 and constitutes the entire agreement between the Authority and BC regarding the retention of BC to provide legal services for the Authority. No terms, conditions, understanding or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. BC Amendment 42019 3 11. Review and Amendment. The terms and conditions of this Agreement and BC's performance of services hereunder shall be subject to annual review at the request of either party. The parties may agree to changes or amendments to the terms and conditions of this Agreement, which changes, or amendments shall be evidenced by a written agreement. Nothing in this paragraph shall be deemed to prevent or inhibit more frequent review of performance, compensation or otherwise inhibit the free and candid exchange of views between the parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth below. Dated: 9 Dated: 11,E I South County Regional Wastewater Authority, a California Joint Exercise of Powers Authority organized and created pursuant to the laws of the State of California By: Its Chair tyrovar �—J BERLINER COIP By: Andrew L. Faber, Esq. BC Amendment 4_2019 SAN JOSE 2019 PROFESSIONAL RATES PROFESSIONAL RATE PROFESSIONAL RATE AVALOS *paralegal 200 LOPEZ 455 BELLUMORI 375 MAKIEWICZ 550 BISHOP 415 McHUGH 350 BOONE 325 McKEE *paralegal 165 BRANDT 520 MILLER *paralegal 245 BRANSON, E. *paralegal 250 MORENO *paralegal 215 CASAD 560 MODARRESI 345 CASHMAN 600 MURPHY 490 CHENG 360 NGUYEN 350 CHU 275 PICONE 470 CLEARY *paralegal 140 REBBOAH 290 CORREIA 375 REITON 635 DeJAGER 230 ROSS *paralegal 240 DIGNAN 220 SCORDELIS 365 FABER 625 SEPOLVEDA 420 FARB 600 SHETLER 520 FLORES 340 SHEWEY 450 FRENCH 160 SHIN 305 GONZALEZ *paralegal 155 SIMON 235 HALLGRIMSON 575 SIPLE 580 HANSON 340 SPRINGGAY 590 HOFFMAN 340 SWANSON 495 HOUSTON 435 SWEATT 400 HOVER 275 TAYLOR 265 IJAMS 360 TEWES 265 JOHNSON, B. 275 TROMPETER *paralegal 250 JOHNSON, N. 435 UBHAUS 500 KELLEY 575 UNGO-McCORMICK *planner 315 KENNEDY 390 VALENTI 530 KILIAN *paralegal 170 VOLPE 520 KOLB *paralegal 230 WHITE 365 LANDRUM 575 WOLF 495 LONG 495 *PARALEGAL AND PLANNER OVERTIME MAY BE BILLED AT HIGHER RATES.