HomeMy WebLinkAboutC-4175 CITY OF ARCADIA
LEGAL SERVICES AGREEMENT
I. INTRODUCTION
A. RECITALS.
1. The City of Arcadia("the City") is a California municipality which owns
and operates approximately 19 wells. The City is committed to delivering clean drinking water
to its residents. The City is also committed to identifying responsible parties and taking
reasonable steps to avoid passing on the costs to its residents for the treatment and remediation of
contamination.
2. SL Environmental Law Group ("SL Environmental") is a San Francisco-
based law firm representing states,municipalities, and water systems in groundwater
contamination cost-recovery litigation.
3. The purpose of this Legal Services Agreement("LSA"or"Agreement") is(i)
to enter into an attorney-client relationship between the City and SL Environmental (collectively,the
"Parties") for the purpose of investigating and assessing potential claims arising out of the presence
of contaminants in water supply wells affecting the City's water systems; and(ii)to provide for the
terms and conditions for the representation of the City in any civil action that may be filed in the
Superior Court of California and/or United States District Court("Legal Action").
4. This Agreement is required by California Business and Professions Code
section 6147 and is intended to fulfill the requirements of that section.
II. INVESTIGATION AND ASSESSMENT OF POTENTIAL CLAIMS
A. PRE-LITIGATION SCOPE OF SERVICES.
1. Contaminants. The City has detected the presence of emergent
contaminants of concern during testing of its water systems, including but not limited to, 1,2,3-
trichloropropane ("TCP"),trichloroethylene ("TCE"), perchlorate, hexavalent chromium, and
other contaminants in its drinking water supply wells (collectively,the "Contaminants").
Although only a small percentage of the City's wells are affected by the Contaminants,the
engineering, construction, operation and maintenance of systems to treat contamination in
affected wells can result in significant financial costs to the City.
2. Investigation. The City has retained SL Environmental to assist the City
in investigating the presence of the Contaminants throughout its system and potential sources of
the contamination, evaluate the potential to recover the costs associated with the contamination,
provide advice, and represent the City in any Legal Action against parties potentially responsible
for the contamination.
1
B. PRE-LITIGATION COSTS AND FEES.
1. The City. All costs associated with the City's pre-litigation investigation
of the Contaminants, including those associated with water sampling, laboratory testing and
engineering expenses, shall be paid directly by the City. For the avoidance of doubt, nothing
contained herein shall obligate the City to incur any costs to investigate the Contaminants.
2. SL Environmental. All costs and fees incurred by SL Environmental
during any pre-litigation investigation shall not be charged to the City nor recoverable by SL
Environmental against the City under this Agreement.
3. Other. Nothing contained herein should be interpreted to preclude
seeking recovery of such fees and costs incurred by either Party as part of any Legal Action that
may be filed pursuant to this Agreement. In addition, if SL Environmental files any Legal
Action, SL Environmental may use the time incurred for any investigation contemplated herein
to support the reasonableness of this Agreement.
C. RETENTION OF FIRM RATHER THAN PARTICULAR ATTORNEYS.
The City is retaining SL Environmental, not any particular attorney, and attorney services to be
provided to the City shall not necessarily be performed by any particular attorney.
D. DESIGNATION. The City designates Stephen P. Deitsch and Dominic Lazzaretto
as its authorized representative to direct SL Environmental and to be the primary individuals to
communicate with SL Environmental regarding the subject matter of its representation of the City
under this Agreement. This designation is intended to establish a clear line of authority and to
minimize potential uncertainty,but not to preclude communication between SL Environmental and
other representatives of the City. The City may designate additional authorized representatives at its
discretion.
III. LITIGATION SERVICES
A. LITIGATION SERVICES TO BE PROVIDED.
1. Inclusions. It is the intent of the Parties that SL Environmental shall
represent the City in a civil action for damages in the Superior Court of California and/or the
United States District Court. The legal services to be provided by SL Environmental consist of
representation of the City with respect to:
a. The contamination of groundwater supplies and/or soil by the
Contaminants or other contaminants identified during the investigation stage described in
Section II of this Agreement, as approved by the City and SL Environmental.
b. Claims and/or actions for damages sustained by the City as a result
of actual or threatened conduct relating to contamination of groundwater, the loss of use of
groundwater, and any past,present, and future costs incurred to remove the Contaminants from
drinking water, groundwater and/or soil.
2
2. Retention; Filing of Legal Action. The filing of any Legal Action
pursuant to this Agreement shall be at the discretion of the Parties. Nothing in this Agreement
shall be construed as obligating the City to retain SL Environmental in connection with any Legal
Action or obligating SL Environmental to file a Legal Action on behalf of the City.
B. LEGAL SERVICES SPECIFICALLY EXCLUDED.
1. Exclusions. Legal services that are not to be provided by SL
Environmental under this Agreement specifically include,but are not limited to, the following:
a. Proceedings before any administrative or governmental agency,
department or board,including the California Public Utilities Commission, California Department
of Water Resources, California Department of Toxic Substances Control, any Regional Water
Quality Control Board and/or the California State Water Resources Control Board. However, at
the City's election, SL Environmental shall appear at such administrative proceedings to protect
the City's rights to pursue any Legal Action filed pursuant to this Agreement, without the City
being assessed any additional attorneys' fees in connection with such appearance.
b. Defending any legal action(s) against the City commenced by any
person,with the exception of any cross-complaints, counterclaims, or other third party claims
filed in a Legal Action pursuant to this Agreement.
c. Defending any claim against the City for unreasonable use of water
and/or waste of water.
d. Defending any action concerning water rights.
2. Additional Legal Services. If the City wishes to retain SL Environmental
to provide any legal services for additional compensation not provided under this Agreement, a
separate written agreement between SL Environmental and the City shall be required.
C. RESPONSIBILITIES OF ATTORNEY AND THE CITY.
1. SL Environmental's Responsibilities. SL Environmental shall perform
the legal services called for under this Agreement, keep the City informed of progress and
developments, and respond promptly to the City's inquiries and communications. SL
Environmental shall provide status reports to the City on a mutually agreeable schedule, as
events reasonably warrant further reporting, and at the further request of the City.
2. The City's Responsibilities. The City shall cooperate with SL
Environmental and keep SL Environmental reasonably informed of developments in connection
with any Legal Action.
3. Selection of Experts. SL Environmental and the City shall meet and
confer regarding selection and retention of experts in the Legal Action. The City shall not
unreasonably withhold approval of selection and retention of such experts.
3
4. Settlement SL Environmental shall not settle any Legal Action without the
approval of the City. The City shall have the absolute right to accept or reject any settlement. SL
Environmental shall notify the City promptly of the terms of any settlement offer received by SL
Environmental.
D. ATTORNEYS' FEES.
1. Contingent Fee. The amount SL Environmental shall receive for its fees
for the legal services to be provided under this Agreement shall consist of a contingent fee
("Contingent Fee"), which shall be calculated as follows:
a. Thirty percent(30%) of the Net Recovery if obtained before the
commencement of the deposition of any retained expert following
formal exchange of expert witness designations under the Code of
Civil Procedure and/or the Federal Rules of Civil Procedure. SL
Environmental shall provide the City with reasonable notice of the
date on which formal exchange shall be required in the case.
b. Thirty-two percent(32%) of the Net Recovery if obtained after the
commencement of the deposition of any expert, retained by any
party, following such formal exchange of expert witness
designations.
2. Definitions Relevant to Attorneys'Fees.
a. "Net Recovery"means the total value received by the City of all
Cash Recoveries plus Non-Cash Recoveries, whether awarded by Settlement or Final Judgment,
minus (i) all amounts owed by the City to any litigants in a Legal Action filed by SL
Environment on behalf of the City and(ii) all court-awarded attorneys' fees or costs received by
the City from said litigants. The amount of any Net Recovery shall not include any reductions
for Costs.
b. "Costs" include,but are not limited to, court filing fees, deposition
costs, expert fees and expenses, investigation costs,reasonable travel and hotel expenses,
messenger service fees,photocopying expenses, and process server fees. Items that are not to be
considered Costs, and that must be paid by the City without being either advanced or contributed
to by SL Environmental, include the City's expenses incurred in providing information to SL
Environmental or defendants.
c. "Final Judgment"means any final, non-appealable court order or
judgment terminating any Legal Action filed pursuant to this Agreement and finally determining
the rights of any parties to the Legal Action where no issue is left for future consideration or
appeal.
d. "Settlement"refers to any voluntary agreement executed by the
City and any third party to this Agreement, whether resulting from a settlement conference,
4
mediation, or court stipulation, terminating any Legal Action filed pursuant to this Agreement
and finally determining the rights of parties to the Legal Action where no issue is left for future
consideration or appeal.
e. "Cash Recovery"means, without limitation,the total monetary
amount received by the City in a Settlement or Final Judgment arising from an actual or
threatened Legal Action by SL Environmental pursuant to this Agreement, including interest of
any kind received by the City.
f. "Non-Cash Recovery"means,without limitation,the fair market
value of any property delivered to the City, any services rendered for the City's benefit, and any
other non-cash benefit, including but not limited to the construction, operation, and maintenance of
one or more water treatment facilities; delivery of replacement water;modification, alteration,
construction or operation of well(s)and/or any part of a public or private water system; or any other
types of injunctive and/or equitable relief conferred on the City, in a Settlement or Final Judgment of
an actual or threatened Legal Action by SL Environmental pursuant to this Agreement.
g. "Present Value"means the interest rate of the one-year treasury bill
as reported by the United States Federal Reserve in the weekly Federal Reserve Statistical Release
closest in time to the date of the recovery for which the present value is being calculated.
h. "Reasonable Fees" or"Reasonable Attorneys' Fees"means such
fees as is reasonably determined by taking into account the amount of time spent on the Legal
Action by SL Environmental and associate counsel retained by SL Environmental, the value of that
time, the complexity of the Legal Action, the benefit conferred on the City, and the financial risk
to SL Environmental and associate counsel by their agreeing to represent the City in the Legal
Action and to invest time and advance Costs without compensation or reimbursement in the event
that there is no Net Recovery or a Net Recovery that does not fully compensate or reimburse SL
Environmental and associate counsel for their time and advanced Costs.
3. Calculation of Non-Cash Recovery.
a. For any Non-Cash Recovery resulting in the receipt of property,
the provision of services, or the receipt of other non-monetary benefits by the City, such
property, services, or other non-monetary benefits shall be deemed for purposes of this
Agreement to have been received by the City upon the execution of a Settlement or Final
Judgment. The value of the services shall be discounted to Present Value.
b. If any Non-Cash Recovery is awarded in a Final Judgment, or
before accepting any settlement offer that involves a Non-Cash Recovery, the City shall provide
SL Environmental with its estimate of the value of the Non-Cash Recovery. SL Environmental
shall promptly respond in writing, indicating whether SL Environmental accepts said estimate.
If SL Environmental objects to the City's estimate,the Parties shall proceed as set forth in
Section III.G("Disagreements Concerning Value of Recoveries"). Nothing herein shall impede
or restrict the City's right to include a Non-Cash Recovery in any Settlement,nor SL
Environmental's right to receive a Non-Cash Recovery.
5
E. DISTRIBUTION OF PROCEEDS.
1. Pay-if-Paid; Option for Advance Payment. Receipt of any Net Recovery
by the City is a condition precedent to payment of any portion of the Contingent Fee by the City
to SL Environmental. Undisputed payment(s) of the Contingent Fee owed to SL Environmental
in accordance with Agreement shall be made no later than seven(7) days after receipt by the
City of any Net Recovery. Notwithstanding the foregoing, the City, in its sole and absolute
discretion,may choose to pay any Cash Recovery portion of the Contingent Fee prior to receipt
of any Net Recovery by the City("Advance Payment"). Upon the City's election to make an
Advance Payment, the City shall estimate the amount and timing of outstanding Cash
Recoveries, treat all such outstanding payments as constructively received by the City upon the
execution of a Settlement or Final Judgment requiring such payments, discount all such
payments to their Present Value as of the time of said Settlement or Final Judgment, and pay SL
Environmental the Contingent Fee due on the Present Value of such portion of the Cash
Recovery at that time. Nothing herein shall be construed to modify how any amount shall be
distributed or the Parties' remedies in this Agreement upon a dispute over any estimate or
amount due under this Agreement.
2. Distribution;Revolving Fund The receipt of any Net Recovery by the City
shall be distributed as follows: (i) all unpaid Costs shall be paid,including all Costs advanced by SL
Environmental, which shall be reimbursed, (ii)the Contingent Fee shall be paid until SL
Environmental is paid in full, and(iii) any remaining amounts shall be paid to the City.
Notwithstanding the foregoing,if the City receives a Cash Recovery in a Settlement that is entered
while a Legal Action remains pending, and the Cash Recovery is in excess of any unpaid Costs, the
unreimbursed Costs advanced by SL Environmental, and the Contingent Fee, a revolving fund of
$500,000("Revolving Fund") shall be maintained from the City's share of said Cash Recovery to
apply to subsequent Costs incurred as part of the then-ongoing Legal Action. Replenishment of the
Revolving Fund shall occur within thirty(30)days of the fund becoming drawn down to $250,000;
however, in no event shall the City be required to replenish the Revolving Fund with monies in
excess of the City's share of the Cash Recovery obtained to date.
3. Use of Monies Held in Trust. SL Environmental is authorized to apply any
funds received on behalf of the City in connection with a Settlement or Final Judgment and held in
SL Environmental's trust account to the payment of any Costs owed to third parties to this
Agreement;provided that for any payments in excess of$1,000, SL Environmental shall furnish
copies of third party invoices for the City's review at least two (2)days prior to making said
payments.
4. Transfer,Assignment,Sale of Right to Payments. After the Settlement
or Final Judgment of the last remaining Legal Action brought under this Agreement, SL
Environmental is free to transfer, assign, sell, or hypothecate to a third party the right to receive
any or all such payments owed to SL Environmental under this Agreement.
F. REASONABLE FEE IF CONTINGENT FEE UNENFORCEABLE.
6
1. Reasonable Fee. In the event of a Final Judgment finding that the
Contingent Fee portion of this Agreement is unenforceable for any reason or that SL
Environmental cannot represent the City on a Contingent Fee basis, the City shall pay a
reasonable fee for the services rendered.
2. Fee Determination. The Parties shall use best efforts to negotiate a
reasonable fee. If the Parties fail to do so, said fee shall be determined by arbitration
proceedings before a mutually agreeable arbitration service but, absent such agreement,before
the Judicial Arbitration and Mediation Services (JAMS),with any costs of such proceedings born
equally by the City and SL Environmental.
G. DISAGREEMENTS CONCERNING VALUE OF RECOVERIES.
1. Procedure. In the event the Parties disagree with respect to the value of
any Contingent Fee,Net Recovery, Cash or Non-Cash Recovery, Costs (collectively, "Disputed
Recoveries") or settlement offer, and the Parties cannot resolve the disagreement through good
faith negotiations,the Parties shall proceed as follows:
a. Each party shall select an appraiser qualified to conduct an appraisal
of the value of the Disputed Recoveries or settlement offer within five(5) days of any written
notice to the other party advising of a bona fide dispute that cannot be resolved by negotiations.
b. Each party's selected appraiser shall then confer and select a third
qualified appraiser within five(5) days of said conference, and the third appraiser shall
determine the value of the Disputed Recoveries or settlement offer.
c. The third appraiser shall conduct an appraisal, and the valuation of
any Disputed Recoveries or settlement offer shall be final and binding, subject to appeal by
arbitration in the case of Disputed Recoveries as provided in Section VI.K("Arbitration of
Disputes").
2. Expenses. The City and SL Environmental shall each bear the expense of
its own selected appraiser, and the City and SL Environmental shall share equally the expenses
of the third appraiser.
H. COURT-AWARDED AND/OR SETTLEMENT-AWARDED ATTORNEYS'
FEES.
1. Duty to Seek Attorneys'Fees and Costs in Legal Action. The City may
obtain an award of Attorneys' Fees and/or Costs in a Final Judgment or Settlement. SL
Environmental agrees to seek any such award(s) in any Legal Action it files on behalf of the
City,provided there is a colorable legal basis for doing so.
2. Credit for Court Awarded Fees and Costs. Any Attorneys' Fees or Costs
awarded in connection with a Legal Action shall not be considered part of the Net Recovery for
purposes of calculating SL Environmental's Contingent Fee, but said fees and costs shall be
applied as a credit against the City's obligation to pay SL Environmental's Contingent Fee under
this Agreement.
7
3. Court Awarded Fees and Costs in Excess of Contingent Fee.
Notwithstanding any other provision of this Agreement,if court-awarded Attorneys' Fees and
Costs exceed the Contingent Fee to which SL Environmental would otherwise be entitled under
this Agreement, the amounts due to SL Environmental under this Agreement shall be such court-
awarded fees and costs, and the City shall receive all other amounts awarded in a Legal Action.
I. NEGOTIATED FEE. The City is informed that the Attorneys' Fees provided for
herein are not set by law but rather are negotiable between SL Environmental and the City.
J. DIVISION OF FEES.
1. Division of Fees;Disclosure. SL Environmental may divide the fees
and/or costs to which it is entitled under this Agreement with another attorney or law firm
retained as associate counsel. The terms of such additional division, if any, shall be disclosed to
the City. the City is informed that, under the Rules of Professional Conduct of the State Bar of
California, such a division may be made only with the City's written consent after a full
disclosure to the City in writing that a division of fees shall be made and of the terms of such
division.
2. Retention of Associate Counsel. SL Environmental may retain associate
counsel to assist with litigating a Legal Action pursuant to this Agreement. The attorney or law
firm selected by SL Environmental shall be subject to the City's approval.
K. COSTS.
1. Costs Advanced by SL Environmental;Interest SL Environmental shall
advance all Costs incurred in connection with SL Environmental's representation of the City
under this Agreement. Costs shall be advanced by SL Environmental and then paid by the City
from any Net Recovery. SL Environmental shall notify the City of the total amount of Costs
advanced every quarter. Upon reasonable notice to SL Environmental, the City shall be provided
with records of any and all Costs incurred which are in possession of SL Environmental. The
City acknowledges and agrees that such records may be subject to redaction to protect the
attorney-client privilege of other clients of SL Environmental.
2. Reimbursement;Risk of Loss. SL Environmental shall be reimbursed for
any Costs before any distribution to the City. If there is no Net Recovery or the Net Recovery is
insufficient to reimburse SL Environmental in full for Costs advanced, SL Environmental shall
bear the loss for any Costs not reimbursed under this Agreement.
3. Apportionment of costs. The City acknowledges and agrees that Costs
may include expenses that benefit both the City and other clients of SL Environmental who are
investigating or litigating claims similar to those brought on behalf of the City in the Legal
Action, including but not limited to the expenses of taking discovery, conducting investigations,
and hiring expert witnesses. The City acknowledges and agrees that the portion of such expenses
reasonably attributable to the expenses of conducting the Legal Action on behalf of the City shall
be treated as Costs in the event of a Net Recovery.
8
4. Defense of Attorneys'Fees and Costs to Third Party. Notwithstanding
any provision of this Agreement to the contrary, SL Environmental shall defend the City in any
motion seeking an award of Attorneys' Fees or Costs against the City in any Legal Action
brought under this Agreement. Any costs incurred in such defense shall be treated as Costs for
purposes of, and in the manner provided by, this Agreement.
IV. REPRESENTATION OF ADVERSE INTERESTS
A. DISCLOSURE.
1. Duty to Disclose;No Conflicts Identified If SL Environmental has a
relationship with another party with interests adverse to the City,or with someone who would be
substantially affected by any action taken under this Agreement,the Rules of Professional Conduct
require SL Environmental to disclose that to the City so the City can evaluate whether that relationship
causes the City to have any concerns regarding SL Environmental's loyalty, objectivity, or ability to
protect the City's confidential information. SL Environmental is not aware of having any relationship
with anyone who would be substantially affected by any action taken under this Agreement.
2. Representation of Other Clients; Waiver of Potential Conflicts. The City
understands that currently, and from time to time, SL Environmental represents other
municipalities,governmental agencies, governmental subdivisions,or investor-owned public water
utilities in other actions or similar litigation, and that such work is the focus of SL Environmental's
practice. Further,the City understands that SL Environmental represents other clients in actions
similar to what would be brought under this Agreement and against the same potential defendants.
The City understands that a recovery obtained on behalf of another client in a similar suit against
the same defendants could,in theory,reduce the total pool of funds available from these same
defendants to pay damages in a Legal Action brought under this Agreement. The City understands
that SL Environmental would not take on this engagement if the City required SL Environmental
to forgo representations like those described above. The City has conferred with its own separate
and independent counsel about this matter, and has determined that it is in its own best interests to
waive any and all potential or actual conflicts of interest that may occur as the result of SL
Environmental's current and continuing representation of cities and other water suppliers in similar
litigations,because such waiver enables the City to obtain the benefits of SL Environmental's
experience and expertise. Therefore,the City consents that SL Environmental may continue to
handle such work, and may take on similar new clients and matters,without disclosing each such
new matter to the City or seeking the consent of the City while representing it. SL Environmental
shall not, of course,take on such other work if it requires SL Environmental to be directly adverse
to the City while SL Environmental is still representing the City under this Agreement.
V. TERMINATION
A. DISCHARGE OF ATTORNEY.
1. Right to Discharge. The City may discharge SL Environmental at any
time, with or without cause,by written notice effective when received by SL Environmental.
The City shall have the right to terminate this Agreement with cause upon SL Environmental's
9
breach of this Agreement or its failure to strictly adhere to the California Rules of Professional
Conduct. Unless specifically agreed by SL Environmental and the City, SL Environmental shall
provide no further services and advance no further Costs on the City's behalf after receipt of the
notice. If SL Environmental is the City's attorney of record in any proceeding,the City shall
execute and return a substitution-of-attorney form immediately upon receipt from SL
Environmental.
2. Reimbursement of Costs;Fees. In the event SL Environmental is
discharged without cause before the conclusion of a Legal Action,the City shall (i)reimburse SL
Environmental for any and all Costs advanced by SL Environmental for such Legal Action not
later than thirty(30) days from receipt of a reasonably detailed final cost accounting from SL
Environmental, and(ii)upon the conclusion of the Legal Action,pay SL Environmental
Reasonable Attorneys' Fees for services performed up to the point of the discharge. Nothing
herein shall be construed to limit the City's rights and remedies in the event of a discharge of SL
Environmental for cause.
B. WITHDRAWAL OF ATTORNEY.
1. Right to Withdraw. SL Environmental may withdraw from representation
of the City(i)with the City's consent, (ii)upon court approval,or(iii)if no Legal Action is filed,
for good cause upon reasonable notice to the City. Good cause includes the City's breach of this
Agreement,the City's unreasonable refusal to cooperate with SL Environmental or to follow SL
Environmental's advice on a material matter, or any other fact or circumstance that would render
SL Environmental's continuing representation unlawful or unethical. Notwithstanding SL
Environmental's withdrawal for good cause,the City shall remain obligated to pay SL
Environmental and any associate counsel, out of the Net Recovery, a Reasonable Fee for all
services provided and to reimburse SL Environmental for all reasonable Costs advanced before the
withdrawal.
2. Withdrawal Without Cause. SL Environmental may terminate this
Agreement at any time, without cause,by giving the City not less than sixty(60) days prior
written notice of termination, said notice to specify the effective date of the termination. Where
SL Environmental terminates this Agreement without cause, SL Environmental shall not be
entitled to the recovery of any amount,regardless of the status of any pending Legal Action, and
regardless of whether any amounts have been or are subsequently received by the City.
VI. MISCELLANEOUS
A. LIEN. The City hereby grants SL Environmental a lien on any and all claims or
causes of action that are the subject of SL Environmental's Contingent Fee and/or Costs
advanced under this Agreement. SL Environmental's lien shall be for sums owed to SL
Environmental for any unpaid Contingent Fee or Costs at the conclusion of SL Environmental's
services. The lien shall attach to any Net Recovery the City may obtain.
B. RELEASE OF THE CITY'S PAPERS AND PROPERTY. Upon the
conclusion of services under this Agreement, SL Environmental shall release promptly to the
City on request all of the City's papers and property. The term"the City's papers and property"
10
includes correspondence, deposition transcripts, exhibits, experts' reports, legal documents,
physical evidence, and other items reasonably necessary to the City's representation, regardless
of whether the City has paid for said documents or property.
C. INDEPENDENT CONTRACTOR. The relationship to the City of SL
Environmental, and any associate counsel or paralegal provided through SL Environmental, in
the performance of services hereunder, is that of independent contractor and not that of employee
of the City, and no other wording of this Agreement shall stand in derogation. The fees and
expenses paid to SL Environmental hereunder shall be deemed revenues or expense
reimbursements of SL Environmental's law office practice and not remuneration for individual
employment apart from the business of SL Environmental's law office.
D. NOTICES. All written notices and communications to the City relating to this
Agreement shall be mailed to or personally delivered to the City, addressed to: The City of
Arcadia, c/o Stephen P. Deitsch, City Attorney, Arcadia City Hall, 240 W. Huntington Drive,
Arcadia, CA 91007. Written notices and communications to SL Environmental relating hereto
shall be mailed to or personally delivered to SL Environmental at its office, addressed to:
Alexander Leff, SL Environmental Law Group PC, 201 Filbert Street, Suite 401, San Francisco,
CA 94133, unless and until SL Environmental shall have given written notice to the City of a
change in such office address.
E. CONFIDENTIALITY. This Agreement establishes the relation of attorney-
client between the parties hereto. SL Environmental shall hold all money and property of the
City in trust for the City's benefit, with all funds deposited and managed in SL Environmental's
client trust account as required by law. SL Environmental shall not divulge the City's
confidences and shall be entitled to the candid cooperation of all the City's employees in all
matters related to the assigned files and any related actions. Furthermore, this Agreement is an
attorney-client communication and shall not be disclosed by the City or SL Environmental to any
third party, except as may otherwise be required by law. In the event of a request, demand, or
lawsuit to compel the City to provide a copy of this Agreement or a description of its terms, SL
Environmental shall work with the City to provide an appropriate response and SL
Environmental shall defend any such litigation at SL Environmental's cost. Nothing herein shall
preclude SL Environmental and the City from agreeing together to disclose the Agreement or its
terms.
F. DISCLAIMER OF GUARANTEE. Although SL Environmental may offer an
opinion about possible results regarding the subject matter of this Agreement, SL Environmental
cannot guarantee any particular result. The City acknowledges that SL Environmental has made
no promises about the outcome and that any opinion offered by SL Environmental in the future
shall not constitute a guarantee.
G. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties. No other agreement, statement, or promise made on or before the effective date of this
Agreement shall be binding on the parties.
11
H. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision
of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of
that provision and of the entire agreement shall be severable and remain in effect.
I. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may
be modified by subsequent agreement of the parties only by an instrument in writing, approved
and executed in the same manner as the initial Agreement.
J. RECITALS; TITLES, SUBTITLES, HEADINGS. The recitals to this
Agreement are part of this Agreement,but all titles, subtitles, or headings in this Agreement have
been inserted for convenience, and shall not be deemed to affect the meaning or construction of
any of the terms or provisions of this Agreement.
K. ARBITRATION OF DISPUTES. Notwithstanding any other provision of this
Agreement, any disputes relating to SL Environmental's Contingent Fee and/or arising out of
this Agreement may first be submitted to the State Bar's program for arbitration of fee disputes
pursuant to Business and Professions Code section 6200 et seq. If a fee dispute arises, SL
Environmental shall provide the City with information about the State Bar program.
L. VENUE IN ACTION ON AGREEMENT. In any dispute relating to SL
Environmental's Contingent Fee and/or arising out of this Agreement, the venue shall be San
Francisco County, California.
M. GOVERNING LAW. The terms and provisions of this Agreement and the
performance of the parties hereunder shall be interpreted in accordance with, and governed by,
the laws of the State of California.
N. EFFECTIVE DATE OF AGREEMENT. The effective date of this Agreement
shall be the date when,having been executed by the City, one copy of the agreement is received
by SL Environmental. Once effective, this Agreement shall, however, apply to services provided
by SL Environmental on this matter before its effective date.
O. AUTHORITY OF PARTIES. Each of the signatories to this Agreement
warrants that he or she has the authority to enter into and execute this Agreement and to bind the
entity or entities on whose behalf each signs.
P. EXECUTION. This Agreement may be executed by transmittal of electronic
(.pdf) signature counterparts.
12
The foregoing is agreed to by:
THE CITY OF ARCADIA
Dated: 0Ne,.c, 15T 2018 By _ ��� �, —
Its: GA:1" •
SL ENVIRONMENTAL L GROUP PC
Dated: Gl ! r By i
ALEXAN ER LE
Principal
13
ENVIRONMENTAL
Ell LAW G R O U P Pc Angst
tangst@slenvironment.com
eri Angst
(415)348-8300
November 8,2018
CITY OF ARCADIIA
CITY ATTORNZY
Lisa Mussenden
City Clerk's Office
240 West Huntington Drive
Arcadia, CA 91007
Re: Legal Services Agreement
Dear Ms. Mussenden:
Please see the enclosed original copies of the legal services agreement concerning TCP litigation.
Sincerely,
/4"\f----
Teri Angst
201 Filbert Street,Suite 401,San Francisco,CA 94133 (415) 348-8300 www.slenvironment.com