HomeMy WebLinkAboutBerliner Cohen - SCRWA Agreement for Attorney Services - Amendment No. 1
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AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES
This Amended and Restated Agreement is made and entered into effective the 14th day of
May, 2001 ("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 term 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)
of the Authority.
Be available for telephone consultation and attend meetings upon request
(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.
(f) 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.
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(g) Perform such other legal services for Authority as may be requested by the
Chairman of the Board or the Authority Manager.
3. Compensation.
(a) Authority shall compensate BC for the services described in Sections 2(a)
through ( e) above and for non-complex litigation on an hourly basis at the rate of Two Hundred
Five Dollars ($205) 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 ofBC'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 I % 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.
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(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 as current copies of the Authority's
organizational information.
4. Adiustments to Compensation. On an annual basis beginning July 1, 2002, 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 five (5)
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 ofthe 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 95113-2233
Attn: Linda A. Callon, Esq.
Written notices to Authority required by this Agreement shall be delivered personally or
by first-class mail, postage prepaid, to:
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South County Regional Wastewater Authority
c/o City of Gilroy
7351 Rosanna Street
Gilroy, California 95020
Attn: Jay Baksa, Authority Manager
10. Entire Agreement. This Agreement supersedes the foregoing Agreement between
the Authority and BC dated May 14, 1999, 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.
11. Review and Amendment. The terms and conditions ofthis 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.
South County Regional Waste Water Authority,
a California Joint Exercise of Powers Authority
organized and created pursuant to the laws of the
State of California
Dated:
~~/
By: ---;(__ W~~
Thomas W. Springer, Chair
Dated:
f/~/
BERLINER COHEN
B. ;:/!~?~
y. (
Linda A. Callon, Esq.
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2001 PROFESSIONAL RATES
PROFESSIONAL RATE PROFESSIONAL RATE
ADAMS 230 ISOLA, H. 300
BAJOREK 195 ISOLA, M. 210
BERLINER 425 JOHNSON 265
BRANDS 185 KEELEY 150
BRANDT 300 KELLEY 325
BRANSON, * paralegal 120 KENNEDY 185
CALLON 300 LIN 160
CARTIER, * paralegal 100 LONG 160
CASAD 330 LOPEZ 200
CASHMAN 330 LOPUT 160
CHORTEK 265 MAKIEWICZ 300
COHEN 180 MILLER, * paralegal 130
COOKE 150 MURPHY 250
CUNNINGHAM 175 PELOSI 250
DA VIDSEN,* paralegal 130 PINNER 375
DOMINGUE 170 REINIG, * paralegal 140
DWORAK 300 REITON 350
EVANS 160 SANDMEIER, * paralegal 75
FABER 360 SHETLER 220
FARB 330 SIPLE 330
GEARY, * paralegal 100 SPRINGGA Y 330
GENC 180 SULLIV AN, *paralegal 120
GOINES 360 SW ANSON 290
GROSS 230 UBHAUS 310
HALLGRIMSON 300 VOLPE 250
HOLOBER 190 WADE 150
HOUSTON 200 WONG 270
HUMPHREYS 325 WOLF 265
*p ARALEGAL OVERTIME MAY BE BILLED AT HIGHER RATES.
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