HomeMy WebLinkAboutBerliner Cohen - SCRWA Agreement for Attorney Services - Amendment No. 2
SECOND AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES
This Second Amended and Restated Agreement is made and entered into effective the
11 th day of December, 2007 ("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) and (g) above and for non-complex litigation on an hourly basis at the rate of Two
Hundred and Thirty-six Dollars ($236) 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 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.
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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, 2008, 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 comm~ncing 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 ($1,000,000) per claim and aggregate.
9. Notices. Written notices to BC required under this Agreement shall be delivered
personally or by first-class mail, postage prepaid to:
Berliner Cohen
Ten Almaden Blvd., Eleventh Floor
San Jose, California 95113-2233
Attn: Linda A. Callon, Esq.
Written notices to Authority required by this Agreement shall be delivered personally or
by first-class mail, postage prepaid, to:
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South County Regional Wastewater Authority
c/o City of Gilroy
7351 Rosanna Street
Gilroy, California 95020
Attn: Jay Baksa, Authority Manager
10. Entire Agreement. This Agreement supersedes the Amended and Restated
Agreement for Legal Services between the Authority and BC dated May 14, 2001, and
constitutes the entire agreement between the Authority and BC regarding the retention of BC to
provide legal services for the Authority. No terms, conditions, understanding or agreements
purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the
party to be bound, shall be binding on either party.
11. Review and Amendment. The terms and conditions of this Agreement and BC's
performance of services hereunder shall be subject to annual review at the request of either party.
The parties may agree to changes or amendments to the terms and conditions of this Agreement,
which changes or amendments shall be evidenced by a written agreement. Nothing in this
paragraph shall be deemed to prevent or inhibit more frequent review of performance,
compensation or otherwise inhibit the free and candid exchange of views between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
set forth below.
South County Regional Waste Water Authority,
a California Joint Exercise of Powers Authority
organized and created pursuant to the laws of the
State of California
Dated:
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BERLINERJ?~EN
By: ~ 6. c?~$h-
Linda A. Callon, Esq.
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SAN JOSE
2007 PROFESSIONAL RATES
PROFESSIONAL RATE PROFESSIONAL RATE
BAE 170 KOLB *paralegal 150
BARKER 220 LEZOTTE 375
BERLINER 575 LIROFF 300
BERQUIST 200 LONG 275
BRANDT 400 LOPEZ 325
BRANSON *paralegal 180 MAKlEWICZ 420
CALLON 430 MILLER *paralegal 185
CAMPAGNA 170 MORELL 275
CASAD 440 MORENO *paralegal 150
CASHMAN 450 MUNOZ 190
CHORTEK 350 MURPHY 350
COGAN 230 NICKERSON 220
COHEN 285 PALAZZOLO 230
COOPERIDER 340 PAPPALARDO 270
DOLINGER 255 PICONE 275
DOMINGUE 300 PINNER 530
DWORAK 425 RABY 170
EBERSOLE 275 REINIG *paralegal 185
ERDODI 210 REITON 460
FABER 490 ROGERS *paralegal 150
FARB 490 SEPULVEDA 180
GHASSEMI 170 SHETLER 360
GIORGIANNI 240 SIPLE 440
GOLDEN 325 SPRINGGAY 440
GONZALEZ *paralegal 150 SULLIVAN 180
HALLGRIMSON 450 SWANSON 400
HANSEN 200 TAYLOR 210
HAYASHI 420 UBHAUS 475
HEBERT 285 UNGO-McCORMICK *planner 200
HOUSTON 335 VALENTI 300
ISOLA 400 VIOLANTI 380
JACOBS *paralegal 125 VOLPE 350
JOHNSON 350 WILSON 170
KAUFMAN 350 WONG 380
KELLEY 450 WOLF 350
KENNEDY 300
* PARALEGAL AND PLANNER OVERTIME MAY BE BILLED AT HIGHER RATES.
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