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HomeMy WebLinkAboutItem c - Amendment to the Legal Services AgreementDATE: TO: FROM: November 29, 2022 Honorable Mayor and City Council Dominic Lazzaretto, City Manager By: Justine Bruno, Deputy City Manager SUBJECT: AMENDMENT TO BEST BEST & KRIEGER AGREEMENT FOR SUBSTITUTION OF THE INDIVIDUALLY-DESIGNATED CITY ATTORNEY CEQA: Not a Project Recommendation: Approve SUMMARY The law firm providing City Attorney services to the City of Arcadia, Best Best & Krieger LLP (“BB&K”), has requested an amendment to its contract concerning the retirement of Stephen C. Deitsch as Arcadia’s designated City Attorney, effective December 31, 2022. The fifth amendment to the Legal Services Agreement will designate Michael Maurer as the Arcadia City Attorney, replacing Mr. Deitsch. The fifth amendment to the Legal Services Agreement with BB&K is limited to individually designating Michael Maurer as City Attorney, and replacing the formerly designated Assistant City Attorney, Kevin K. Randolph, with another BB&K attorney. The designation of the Assistant City Attorney will be determined by the City and BB&K, from time to time, as needed. Six-months following the effective date of the appointment, the City Council may choose to conduct a performance evaluation for City Attorney services. It is recommended that the City Council approve and direct the City Manager to execute Amendment No. 5 to the Legal Services Agreement with Best Best & Krieger LLP for City Attorney services. DISCUSSION The City and BB&K first entered into an agreement for Legal Services on June 28, 2000. After its original execution, the Agreement has been subsequently amended on four separate occasions to address rate increases and third-party reimbursements for Amendment to the Best Best & Krieger Agreement for Legal Services November 29, 2022 Page 2 of 3 legal fees. Since November 1999, Stephen Deitsch has served as Arcadia’s designated City Attorney. Throughout his tenure, Mr. Deitsch has provided high-quality legal services to the City Council and City staff. To provide for the continuity of legal services to the City, it is recommended that the City Council designate Michael Maurer of BB&K as the Arcadia City Attorney, replacing Mr. Deitsch. For the past three years, Michael Maurer has served as the Assistant City Attorney for the City. In his role as Assistant City Attorney, Mr. Maurer helped prepare the City Charter Amendments and Ballot Measures for Arcadia’s 2022 General Municipal Election. Additionally, Mr. Maurer serves as legal counsel for the Arcadia Planning Commission. If Mr. Maurer is appointed to the City Attorney position, BB&K and the City recommend designating another BB&K attorney to serve as the Assistant City Attorney from time to time, as needed. While the current agreement designates a specific Assistant City Attorney, Kevin K. Randolph, Mr. Randolph has not worked for BB&K for many years and the agreement was never updated to reflect this. It would be more appropriate going forward for the designation of the Assistant City Attorney to be accomplished more informally with staff, the City Council, and BB&K mutually agreeing upon an appropriate representative to fill in for Mr. Maurer. If the Council does not approve the fifth amendment to the Legal Services Agreement with BB&K and identify a replacement for Mr. Deitsch, Arcadia will not have an Individually Designated City Attorney. Without this specification, there would be no designated attorney to attend all regular and special meetings of the City Council. Additionally, the Arcadia City Attorney regularly provides legal advice and assistance to the City Council, City Manager, and department heads. Legal assistance from the City Attorney also includes review of contracts and agreements, liability claims advisement, development of ordinances and resolutions, preparation of legal opinions, representation of the City in court proceedings and matters of litigation, and regular updates on new and amended legislation impacting local governments, among other responsibilities. Given the transition of the City Council as well as the transition of the Individually Designated City Attorney, it is recommended that the City Council conduct a performance review of this agreement in approximately six months to ensure that everyone is comfortable with the arrangement. Staff will schedule such a review at an appropriate time. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), as it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA per Section 15061(b)(3). Amendment to the Best Best & Krieger Agreement for Legal Services November 29, 2022 Page 3 of 3 FISCAL IMPACT There is no fiscal impact to the City associated with the proposed fifth amendment to the Legal Services Agreement with BB&K. RECOMMENDATION It is recommended that the City Council approve and direct the City Manager to execute Amendment No. 5 to the Legal Services Agreement with Best Best & Krieger LLP for City Attorney services. Attachment No. 1: Amendment No. 5 to Legal Services Agreement Attachment No. 2: Resignation Letter as Individually Designated City Attorney from Stephen P. Deitsch Attachment No. 3: Original Agreement for Legal Services and 4 Subsequent Amendments AMENDMENT NO. 4 TO AGREEMENT FOR LEGAL SERVICES City Attorney) This Amendment No. 4 ( "Amendment No. 4 ") is entered into this 3 f A day of October, 2007, by and between the City of Arcadia, a municipal corporation ( "City ") and Best Best & Krieger LLP, a Limited Liability Partnership engaged in the practice of law ("BBK'), with respect to that certain Agreement for Legal Services ( "Agreement ") entered into by the City and BBK on June 28, 2000, as amended by Amendment No. 1 on June 1, 2002, and further amended by Amendment No. 2 on June 16, 2004, and as further amended by Amendment No. 3 on June 13, 2005. The City and BBK agree as follows: RECITALS The City and BBK desire and intend to amend the Agreement, as heretofore amended, in order to provide for billing rates for legal services provided by BBK where fees are reimbursed to the City by third parties based upon agreements between the City and such third parties, conditions of land use or other City approvals and the like. AGREEMENT 1. Amendment of Section 8. Compensation. Section 8 of the Agreement, as previously amended, is amended by adding thereto Subsection 8.d., to read as follows: d. Fees for Legal Services Reimbursed by Third Parties. The City and BBK understand and agree that from time to time, services are performed for the City by BBK for which fees are reimbursed by third parties to the City based upon agreements between the City and such third parties, conditions of land use or other approvals granted and imposed by the City, fee schedules which are based upon reimbursement to the City for actual legal fees billed by the City Attorney and the like ( "Reimbursable Fees "). Upon prior approval by the City Manager, or his/her designee, on a case by case basis that legal services provided by BBK are subject to Reimbursable Fees, then BBK shall bill the City for such services separate and apart from Basic Services at BBK's then current published standard private clients rates, minus ten percent (10 %). If BBK believes that a matter falls within Reimbursable Fees, then BBK shall seek prior written approval from the City Manager or his /her designee. The City Manager's or his /her designee's) approval of such a request from BBK shall not be unreasonably withheld or delayed. Upon execution of this Agreement, BBK shall provide to the City Manager a copy of its published private clients rate schedule, and shall provide to the City Manager, at least annually, updates to such schedule when changes are made thereto. Fees for such services shall not be subject to the Cap. Such reimbursable fees may cover, without limitation, preparation of development agreements, review of applications to the City under franchise agreements, review of and analysis of environmental documents for which a land use or other 1 applicant agrees to reimburse the City, and litigation costs incurred in defending City approvals of land use applications and the like based upon conditions of approval requiring the applicant to defend such approvals." 2. Effective Date of Amendment No. 4. The City and BBK agree that this Amendment No. 4 shall become effective upon execution of both parties, and shall apply to all billings from BBK to the City on and after September 1, 2007. IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 4 as of the date first written above. ATTEST: City Cler CITY OF ARCADIA a municipal corporation By A William R. Kelly City Manager Dated: October %7 2007 BEST BEST & KRIEGER LLP a Limited Liability Partnership By: 1Pn . U i ( Stephen P. Deitsch Partner Dated: October o;? , 2007 0 0 AMENDMENT NO. 3 TO AGREEMENT FOR LEGAL SERVICES City Attorney) r This Amendment No. 3 ( "Amendment No. 3 ") is entered into this /y day of June , 2005, by and between the City of Arcadia, a municipal corporation ( "City ") and Best Best & Krieger LLP, a Limited Liability Partnership engaged in the practice of law ( "BBK "), with respect to that certain Agreement for Legal Services ( "Agreement ") entered into by the City and BBK on June 28, 2000 as amended by Amendment No. 1 on June 1, 2002, and further amended by Amendment No. 2 on June 16, 2004. The City and BBK agree as follows: RECITALS The City and BBK desire and intend to amend the Agreement, as heretofore amended, in order to increase the blended hourly rates charged by BBK to the City for legal services, to increase the Cap (as defined in the Agreement) in correlation with the blended hourly rate increase, and to provide for future annual cost of living increases with respect to the foregoing. AGREEMENT 1. Amendment of Section 8. Compensation. Section 8.a. of the Agreement, as previously amended, is amended by deleting "One Hundred Seventy Dollars ($170.00)" and by substituting therefor "One Hundred Seventy -Five Dollars ($175.00) ", by deleting 1129,300" and by substituting therefor 1133,180 ", and by deleting 110,775" and by substituting therefor 11,098 ". Section 8.b. of the Agreement, as previously amended, is amended by deleting "One Hundred Eighty Dollars ($180.00)" and by substituting therefor One Hundred Eighty -Five Dollars ($185.00) ". Section 8.d. is hereby added to the Agreement, to read as follows: The City and BBK agree that the hourly rates set forth in Subsections a. and b. of this Section 8, as well as the Cap including the average monthly portion of the annual Cap) shall automatically increase effective for the Basic Services and the Special Services provided by BBK on and after July 1 of each calendar year (commencing July 1, 2006) in an amount equal to the increase in the Consumer Price Index (CPI) for the previous calendar year (January 1 through December 31) for All Urban Consumers in the Los Angeles- Anaheim - Riverside area; provided that the CPI adjustment shall be rounded up to the nearest full dollar, and further provided that the CPI adjustment shall not exceed five percent (5 %) for any year." RVPUB \SPD \692236.1 2. Effective Date of Amendment No. 3. The City and BBK agree that this Amendment No. 3 shall become effective upon execution by both parties; provided, however, that Section I of this Amendment No. 3 shall be implemented commencing July 1, 2005. IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 3 as of the date first written above. ATTEST: C City Clerk CITY OF ARCADIA a municipal corporation By: USA , — — William R. Kelly City Manager DATED: 6?10• 2005 BEST BEST & KRIEGER LLP a Limited Liability Partnership By: k 0 • 46z"— StepenhP. Deitsch Partner DATED: Oitn e. / 3 12005 RVPUB \SPDA692236.1 2 AMENDMENT NO. 2 TO AGREEMENT FOR LEGAL SERVICES City Attorney) This Amendment No. 2 ( "Amendment No. 2 ") is entered into this 16th day of June, 2004, by and between the City of Arcadia, a municipal corporation ( "City ") and Best Best Krieger LLP, a limited liability partnership engaged in the practice of law ( "BBK "), with respect to that certain Agreement for Legal Services ( "Agreement ") entered into by the City and BBK on June 28, 2000 and amended by Amendment No. 1 on June 1, 2002. The City and BBK agree as follows: RECITALS The City and BBK desire and intend to amend the Agreement in order to increase the blended hourly rates charged by BBK to the City for legal services and to increase the Cap as defined in the Agreement) in correlation with the blended hourly rate increase. AGREEMENT 1. Amendment of Section 8. Comnensation. Section 8.a. of the Agreement, as previously amended, is amended by deleting "One Hundred Sixty Dollars ($160)" and by substituting therefor "One Hundred Seventy Dollars ($170) ", by deleting 1121,700" and by substituting therefor 1129,300 ", and by deleting 110,142" and by substituting therefor 10,775'. Section 8.b. of the Agreement, as previously amended, is amended by deleting One Hundred Seventy Dollars ($170)" and by substituting therefor "One Hundred Eighty Dollars ($180) ". 2. Effective Date of Amendment No. 2. The City and BBK agree that this Amendment No. 2 shall become effective upon execution by both parties; provided, however, that Section 1 of this Amendment No. 2 shall be implemented commencing July 1, 2004. iaVAnnrUJIrrs r.01i IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 2 as of the date first written above. CITY OF ARCADIA 1 1.iw , William R. Kelly City Manager Dated: June 16 2004 ATTEST: City Clerk BEST BEST & KRIEGER LLP By Stephen P. Deitsch Partner Dated: 2 a , 2004 RVPUB \SPD \665369.1 vo- z,u— ,.a.,, AMENDMENT NO. 1 TO AGREEMENT FOR LEGAL SERVICES City Attorney) This Amendment No. 1 ("Amendment No. 1 ") is entered into this day of Jnae,J Q \y 2002, by and between the City of Arcadia, a municipal corporation ( "City ") and Best Best & Krieger LLP, a limited liability partnership engaged in the practice of law ( "BBK "), with respect to that certain Agreement for Legal Services ( "Agreement ") entered into by the City and BBK on June 28, 2000. The City and BBK agree as follows: RECITALS The City and BBK desire and intend to amend the Agreement in order to increase the blended hourly rates charged by BBK to the City for legal services, to increase the Cap (as defined in the Agreement) in correlation with the blended hourly rate increase, and to redefine the term "Year" as used in the Agreement in order to make it concurrent with the fiscal year of the City. AGREEMENT 1. Amendment of Section 6. Basic Services. Section 6 of the Agreement is amended by deleting the words "May 1, 2000 through April 30, 2001 ", and by substituting therefor "July 1, 2002 through June 30, 2003 ". 2. Amendment of Section 8. Compensation. Section 8.a. of the Agreement is amended by deleting "One Hundred Fifty Dollars ($150)" and by substituting therefor "One Hundred Sixty Dollars ($160)", by deleting "$114,000" and by substituting therefor "$121,700 ", and by deleting 9,500" and by substituting therefor "$10,142 ". Section 8.b. of the Agreement is amended by deleting "One Hundred Sixty Dollars 160)" and by substituting therefor "One Hundred Seventy Dollars ($170) ". 3. Effective Date of Amendment No, 1. The City and BBK agree that this Amendment No. 1 shall become effective upon execution by both parties; provided, however, that Sections 1 and 2 of this Amendment No. -l- shall be- implemented commencing July 1, 2002. The City and- BBK further agree that for the period May 1, 2002 through June 30, 2002 (the "Interim Period "), the blended hourly billing rates set forth in Subsections 8.a. and b. of the Agreement prior to execution of this Amendment No. 1 shall remain in effect, the Cap for the Interim Period shall be 19,000, and in all other respects, the terns and provisions of the Agreement prior to execution of this Amendment No. 1 shall apply as if the Interim Period were part of the Year May 1, 2001 through April 30, 2002. RVPUBI8PD 628872 -I- IN WITNESS WHEREOF, the City and BBK have executed this Amendment No. 1 as of the date first written above. ATTEST: i y Clerk CITY OF ARCADIA By U"^ . ICA William R. Kelly City Manager Dated: July 3, 2002 BEST BEST & KRIEGER LLP By Stephen P. Deitsch Partner Dated: July 3, 2002 RVPUMSPD1628872 -2- AGREEMENT FOR LEGAL SERVICES City Attorney) This Agreement for Legal Services ( "Agreement ") is entered into this .2,i day of June 2000, by and between the City of Arcadia, a municipal corporation (the "City ") and Best Best Krieger LLP, a limited liability partnership engaged in the practice of law ( "BBK "). RECITALS A. The City desires to obtain city attorney services from BBK, and to designate Stephen P. Deitsch as City Attorney. B. BBK and Mr. Deitsch have experience in the provision of public law and city attorney services in the State of California and BBK desires and intends to provide city attorney services to the City. C. The services to be provided pursuant to this Agreement are authorized by Arcadia City Charter Section 701 making the City Attorney subject to appointment and removal by the City Council and subject to administrative direction of the City Manager. AGREEMENT 1. Engagement of BBK and Designation of City Attorney and Assistant City Attorney. The City hereby engages BBK to provide City Attorney services and designates Stephen P. Deitsch, a partner of BBK, as City Attorney for the City ( "City Attorney"). The City further designates Kevin K. Randolph, a partner of BBK, as Assistant City Attorney for the City ( "Assistant City Attorney "). It is understood and agreed by the parties that no change in the assignments of City Attorney and Assistant City Attorney shall be made without the prior consent of the City. 2. Responsibilities and Availability of City Attorney. The parties agree that Mr. Deitsch and, in his temporary absence (if any), Mr. Randolph will process, coordinate and direct as necessary all Basic Services and Special Services provided by BBK to the City under this Agreement. The City Attorney shall be available to attend all regular and special meetings of the City Council of the City and, upon request, shall be available to attend all regular meetings of the Planning Commission of the City. The City Attorney shall also be available to provide legal advice and assistance to the City Council, the City Manager, department heads and staff of the City on an ongoing basis upon request. If the City Attorney is temporarily unavailable to provide the forgoing services, then the Assistant City Attorney shall be available to provide such services. RVPUMNGSM0082 3. Use of Additional Professionals. The City and BBK understand and agree that from time -to- time, the City Attorney and the Assistant City Attorney may use other lawyers and paralegals at BBK to perform the legal services requested by the City, subject to supervision and review of all resulting work product by the City Attorney or Assistant City Attorney. BBK shall obtain from the City Manager, or his/her designee, prior approval wherever reasonably possible for the use of such attorneys and paralegals. 4. Licensure and Qualifications. BBK represents and warrants that all attorneys of BBK who will provide legal services to the City shall at all times be fully qualified and, as required, licensed to practice law in the State of California and before all courts and other administrative bodies in which such attorneys may be required to appear on behalf of the City. BBK shall be responsible, at its cost and expense, for obtaining all such licenses. 5. Term. The term of this Agreement shall commence on May 1, 2000, and shall continue thereafter until the effective date of termination of this Agreement after notice of termination is submitted by one party to the other, which notice shall be given at least thirty (30) days prior to the effective date of termination (the "Term "). The parties understand and agree that BBK serves at the will and pleasure of the City Council. The parties further understand and agree that this Agreement may be terminated either with or without cause, and that in the event of any termination, BBK shall be paid for all legal services provided by BBK to the City and authorized by the City through and including the effective date of termination. 6. Basic Services. Wherever used in this Agreement, the term "Year" shall mean May 1, 2000 through April 30, 2001, and each twelve (12) month period thereafter. During the Term of this Agreement, BBK shall provide to the City the following legal services (the "Basic Services "): a. Preparation for, attendance at and participation in regular City Council meetings (two 2) meetings each month); b. Preparation for, attendance at and participation in Special Meetings of the City Council, as requested by the City Manager or his/her designee. "Special Meeting" shall mean a meeting requiring at least 24 hours notice as prescribed by Arcadia City Charter Section 408 and Government Code Section 54956; C. Preparation for, attendance at and participation in six (6) planning commission meetings or human resources commission meetings per Year, or any combination thereof up to a maximum of six (6) per Year, upon request of the City Manager or his/her designee; d. Attendance at office hours at Arcadia City Hall for six (6) hours every Tuesday; RVPURNG51570082 2 0 0 e. Provision of advice and legal counsel to the City Council, the City Manager, department heads and staff of the City on all matters pertaining to City business; provided however, that BBK shall not be required to provide specific advice and legal counsel as primary attorney in any matter in which the City obtains legal services as primary attorney from another attorney or law firm acting as special counsel to the City, and further provided that those legal services described as Special Services hereinafter shall not be deemed to be included within the Basic Services; f. Preparation, or review and approval as to form, of all agreements, ordinances, resolutions and other legal documents to which the City is a party, and which are in the nature of standard, routine and not complex documents which the City regularly would prepare, approve or enter into. For example, this would include public works contracts, consulting services agreements, professional services contracts, resolutions, forms and ordinances which are not unique to Arcadia, and which in the ordinary course of municipal business are standard. Anything which may otherwise fall within the general description set forth in this section but which, based upon the particular facts and nature of the services, is deemed by BBK to be a Special Service, shall be subject to prior notice to and approval as a Special Service by the City Manager; g. Preparation of such written or oral legal opinions as shall, from time -to -time, be requested by the City Council, the City Manager, department heads or staff of the City; h. Provision to the City of annual updates and copies of any amendments concerning the Ralph M. Brown Act (public meeting law) and Local Guidelines adopted pursuant to the California Environmental Quality Act; Provision of any and all such other routine legal services as may be required from time -to -time by the City Council, the City Manager, and department heads and staff of the City; and j. Upon request of the City Manager, monitoring of legal services provided to the City by other attorneys or law firms. 7. Special Services. Separate from and in addition to the Basic Services, BBK shall provide additional services ( "Special Services ") to the City, upon request from the City, as follows: a. Representation of the City in any court or administrative proceedings; b. Provision of water law services; C. Provision of redevelopment law services to the City and its Redevelopment Agency; d. Provision of labor or employment law services; RVPUBWGS1570082 e. Provision of bankruptcy law services; f Provision of bond counsel or legal services relating to other financings; g. Provision of real estate law services (other than routine planning and zoning matters); h. Provision of legal services regarding non - routine and/or complex negotiations, transactions, agreements, and related legal services. For example, these services would include development agreements, major revision of a general plan, specific plan preparation, and major project related transactions. The provision of such services as Special Services is subject to prior notice to and approval by the City Manager; and i. Provision of other legal services not described in Section 6. 8. Compensation. a. Basic Services. For Basic Services, the City shall pay to BBK a blended hourly rate of One Hundred Fifty Dollars ($150) for all legal work comprising the Basic Services; provided, however, that there shall be a limit of $114,000 per Year (the Cap ") on all fees for Basic Services (i.e. an average of $9,500 per calendar month), separate and apart from costs billed to the City pursuant to Section 8.c. Notwithstanding any provision to the contrary in the section entitled "Fees for Professional Services" set forth in Exhibit "A ", the City and BBK understand and agree that the Cap and blended hourly rate for Basic Services shall not be increased without amendment of this Agreement. BBK shall bill for travel time in the performance of legal services under this Agreement; provided, however, that in instances where attorneys of BBK are required to travel from BBK offices to Arcadia to provide legal services, travel time shall be billed as .9 hours each way (total 1.8 hours for a round -trip) (the time between BBK's Ontario office and Arcadia). b. Special Services. If the City requests that BBK perform any Special Services, then for any and all such Special Services (other than bond counsel services and legal services related to other financings), the City shall pay to BBK a blended hourly rate of One Hundred Sixty Dollars ($160). Notwithstanding any provision to the contrary in the section entitled "Fees for Professional Services" set forth in Exhibit "A ", the City and BBK understand and agree that the blended hourly rate for Special Services shall not be increased without amendment of this Agreement. For bond counsel services or services related to other financings, the City shall pay to BBK fees based upon generally prevailing rates at the time of bond issuance for the applicable type of bonds, certificates of participation or other financings, and unless otherwise agreed in writing by the City, BBK shall be compensated for such services solely from the proceeds of the sale of the bonds, certificates of participation or other financings RVPDawcs\570082 4 9 0 BBK shall prepare a separate written agreement for any such bond counsel or financing services requested by the City). C. Costs (Separate From Fees). The City shall reimburse BBK for any and all printing and copying expenses, mileage expenses, telephone tolls and costs, court fees, computer time, and other costs relating to the provision of Basic Services and Special Services that are generally chargeable to a client. A copy of BBK's standard practices is attached hereto as Exhibit "A" and is incorporated herein by reference. In the event that the cost for any individual item of expense is anticipated to exceed Two Hundred Dollars ($200), then BBK shall obtain the prior approval of the City Manager, or his/her designee, in order to incur such expense on behalf of the City. BBK shall not bill the City for attendance by lawyers or paralegals of BBK at any seminar, conference or convention, unless the City specifically requires as part of the legal services provided hereunder, and specifically agrees in advance to pay for, attendance by BBK at any such specific seminar, conference or convention. Notwithstanding Exhibit "A," there shall be no minimum charge for telephone calls and letters as set forth under Fees for Professional Services therein. Instead, actual time devoted to such calls and letters shall be the basis for such charges. In instances where attorneys of BBK are required to travel from BBK offices to Arcadia to provide legal services, mileage costs will be billed based upon 53 miles each way (106 miles round -trip) (the distance between BBK's Ontario office and Arcadia). 9. Billings. BBK shall submit monthly to the City a detailed statement of account for Basic Services and Special Services rendered by BBK to the City. Such statements shall include, at a minimum, daily descriptions of each item of legal work performed by BBK on behalf of the City in sufficient detail for the City to understand the nature of such work, the identity of the individuals performing such work and the amount of time devoted to such work. BBK shall include a separate entry for each billable item of travel time on each monthly billing statement submitted to the City, so that the City may readily track total fees for travel time incurred by the City. 10. Independent Contractor Status. It is understood and agreed by the parties that BBK is and shall remain an independent contractor in its performance of legal services under this Agreement. 11. Insurance Coverage. BBK carries errors and omissions insurance with Lloyd's of London. After a standard deductibility amount, this insurance provides coverage in the amount of $5 Million. Proof of such insurance shall be provided to the City Manager and filed with the City Clerk. 12. Cooperation with City Council and City Manager. BBK shall provide all Basic Services, and any and all Special Services, in a timely and expeditious manner. BBK shall work cooperatively with the City Council and City Manager, and shall keep them informed on all legal matters of importance to the City as they arise. BBK shall follow all reasonable procedures established by the City in rendering legal services to the City under this Agreement, consistent with BBK's duties as City Attorney. RVPUBINGS \570082 5 13. Conflicts of Interests. BBK warrants and represents that it has neither paid compensation nor rendered any other service of value to any individual for purposes of entering into this Agreement. In rendering legal services to the City under this Agreement, BBK shall promptly inform the City of any conflict of interest which BBK may have and of any conflict in representation under the Rules of Professional Responsibility governing attorneys in the State of California, and shall take any and all reasonable and necessary actions to avoid such conflicts or to abstain from participation in the provision of legal services with regard to such matters in the event of any such conflicts. 14. Return of Files. BBK understands and agrees that all files maintained by BBK shall, upon request of the City Manager, be returned to the City; provided, however, that BBK shall be entitled to receive compensation from the City for any and all reasonable costs of reproducing a copy of such files for retention by BBK. IN WITNESS WHEREOF, the City and BBK have executed this Agreement as of the date first written above. CITY OF ARCADIA By:—W William R. Kelly City Manager ATTEST: X) 66 11 ity Clerk BEST BEST & KRIEGER LLP By: Stephen P. Deitsch Partner RVPUBWGS \570082 Ill._ ItiYdr_ BEST BEST & KRIEGER LLP BILLING POLICIES Our century of experience has shown that the attorney - client relationship works best when there is mutual understanding about fees, expenses, billing and payment terms. Therefore, this state- ment is intended to explain our billing policies and procedures. Clients are encouraged to discuss with us any questions they have about these policies and procedures. Clients may direct specific questions about a bill to the attorney with whom the client works or to Judy Ismael of our Accounting Department. Any specific billing arrangements different from those set forth below will be confirmed in a separate written agreement between the client and the firm. Fees for Professional Services Unless a flat fee is set forth in our engagement letter with a client, our fees for the legal work we will undertake will be based in substantial part on time spent by personnel in our office on that client's behalf. In special circumstances which will be discussed with the client and agreed upon in writing, fees will be based upon the novelty or difficulty of the matter, or the time or other special limitations imposed by the client. Hourly rates are set to reflect the skill and experience of the attorney or other legal personnel rendering services on the client's behalf. Time is accrued on an incremental basis for such matters as telephone calls (minimum .3 hour) and letters (minimum .5 hour), and on an actual basis for all other work. Our attorneys are currently billed at rates from $105 to $275 per hour, and our paralegals and law clerks are billed at rates from $75 to $150 per hour. These hourly rates are reviewed annually to accommodate rising firm costs and to reflect changes in attorney status as lawyers attain new levels of legal experience. Any increases resulting from such reviews will be instituted automatically and will apply to each affected client, after advance notice. Fees For Other Services, Costs and Expenses We attempt to serve all our clients with the most effective support systems available. Therefore, in addition to fees for professional legal services, we also charge separately for some other services and expenses to the extent of their use by individual clients. These charges include but are not limited to, mileage (currently at the rate of $32 per mile), extraordinary telephone and document delivery charges, copying charges, computerized research, court filing fees and other court- related expenditures including court report and transcription fees. No separate charge is made for secretarial or word processing services; those costs are included within the above hourly rates. RVPUMNGS\570082 A-7 We may need to advance costs and incur expenses on your behalf on an ongoing basis. These items are separate and apart from attorneys' fees and, as they are out -of- pocket charges, we need to have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client send us advances to cover those costs before they are due. Advance Deposit Toward Fees And Costs Because new client matters involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance payment from clients. The amount of this advance deposit is determined on a case -by -case basis discussed first with the client, and is specified in our engagement letter. Upon receipt, the advance deposit will be deposited into the firm's client trust account. Thereafter it will be disbursed to the firm for fees and nominal costs as they accrue. Our monthly billings will reflect such applications of the advance deposit and also the current balance due, if any. We also reserve the right to require increases or renewals of these advanced deposits. By signing the initial engagement letter, each client is agreeing that trust account balances may be withdrawn and applied to costs as they are incurred and to our billings, after presentation to the client. If we succeed in resolving your matter before the amounts deposited are used, any balance will be promptly refunded. Monthly Invoices and Payment Best Best & Krieger LLP provides our clients with monthly invoices for legal services performed and expenses incurred. Invoices are due and payable upon receipt. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, as well as expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month and billed thereafter. Our fees are not contingent upon any aspect of the matter and are due upon receipt. All billings are due and payable within ten days of presentation unless the full amount is covered by the balance of an advance held in our trust account. If a bill is not paid within 30 days, a late charge of one percent per month on the unpaid invoice shall be added to the balance owed, commencing with the next statement and continuing until paid. RVPUBWGSV570082 A-8 It is our policy to treat every question about a bill promptly and fairly. It is also our policy that if a client does not pay an invoice within 60 days of mailing, we assume the client is, for whatever reason, refusing to pay. We will then advise the client by letter that the client may pay the invoice within 14 days or the firm will take appropriate steps to withdraw as attorney of record. If the delay is caused by a problem in the invoice, we must rely upon the client to raise that with us during the 14 -day period. This same policy applies to fee arrangements which require the client to replenish fee deposits or make deposits for anticipated costs. From time to time clients have questions about the format of the bill or description of work performed. If you have any such questions, please ask them when you receive the bill so we may address them on a current basis. Changes in Fee Arrangements and Budgets It may be necessary under certain circumstances for a client to increase the size of required advances for fees after the commencement of our engagement and depending upon the scope of the work. For example, prior to a protracted trial or hearing, the firm may require a further advance payment to the firm's trust account sufficient to cover expected fees. Any such changes in fee arrangements will be discussed with the client and mutually agreed in writing. Because of the uncertainties involved, any estimates of anticipated fees that we provide at the request of a client for budgeting purposes, or otherwise, can only be an approximation of potential fees. BEST BEST & KRIEGER LLP RVPUBWGSV570082 A-9