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HomeMy WebLinkAboutA6715 - KANE, BALLMER & BERKMAN - REVIEW SUCCESSOR AGENCY ACTIONS AND PROVIDE OPINION ATTORNEY SERVICES AGREEMENT This Attorney Services Agreement ("Agreement") is entered into as of June 8, 2015 by and between the CITY OF PALM SPRINGS, a municipal corporation (herein referred to as "City"), and KANE, BALLMER& BERKMAN, a professional corporation (herein referred to as the"Law Finn"). WITNESSETH: WHEREAS, City desires to engage the Law Finn to provide legal services in accordance with this Agreement, and WHEREAS, The Law Finn represents that it possesses the skills, qualifications, experience and resources necessary to render said assistance as hereinafter provided. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Section 1: Services. A. The Law Firm shall review the actions of the Successor Agency to the Palm Springs Redevelopment Agency and its staff regarding the preparation and administration of the Long Range Property Management Plan and provide an opinion regarding the Successor Agency's compliance with the legal requirements of the Redevelopment Agency Dissolution Law (AB 26, as amended by AB 1484) relating to the disposition of real property. B. The Law Finn shall not incur any expenses or costs for specialists without first obtaining authorization from the City Attorney. C. The Law Finn's service pursuant to this Agreement shall be performed in a professional, ethical manner. Section 2: Payment. A. City shall pay the Law Firm as consideration for services satisfactorily rendered pursuant to this Agreement a fee in accordance with the schedule set forth in Exhibit A. B. Costs or expenses incurred by the Law Finn in connection with the services rendered pursuant to this Agreement shall be reimbursed as provided in Exhibit A. Section 3: Amendment. The terms of this Agreement may only be amended by written Agreement between the parties hereto. Section 4: Assienment. The Law Finn shall not assign or transfer its interest in this Agreement without the prior written consent of the City Attorney. Section 5: Compliance With Applicable Laws; Licenses. In performance of this Agreement, the Law Firm shall abide by and conform to any and all applicable laws of the United States, the State of California, and the City of Palm Springs. The Law Finn represents that it possesses any and all licenses required under state or federal law to perform the work contemplated by this Agreement and that the Law Firm shall maintain all appropriate licenses during the performance of this Agreement. Section 6: Capacity as an Independent Contractor. Performance of the Law Firm's services pursuant to this Agreement shall be in the capacity of an independent contractor and not as an officer, agent, or employee of City. City shall not have the right to control the means by which the Law Firm accomplishes services rendered pursuant to this Agreement. The Law Firm shall, at it sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement, except as otherwise provided on Exhibit A. Except as the City Attorney may specify in writing, the Law Firm shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. The Law Firm shall have no authority, express or implied, to bind City to any obligation whatsoever. Section 7: Conflict of Interest. It is recognized that the Law Firm may have clients who may, from time to time, have interests adverse to the City. Accordingly, the Law Firm reserves the right to represent such clients in matters not connected with the services provided under this Agreement. Should the Law Firm represent a client who may have interests adverse to City during performance of this Agreement, the Law Firm shall immediately, but in no event within more than ten (10) days, upon becoming aware of said possible adverse interest provide written notice to the City Attorney of the possible adverse interest. The Law Firm agrees to comply with any obligations pursuant to California Government Code Section 87100 et seq. Moreover, the Law Firm agrees that it shall not make, participate in the making, or in any way attempt to use its position as a Law Firm to influence any decision of the City in which the Law Firm knows or has reason to know that the Law Firm, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Section 8: Indemnification. The Law Firm agrees to indemnify, defend and hold harmless the City of Palm Springs and its respective officers and employees for damage to property and for injury to or death of any person and from all claims, demands, actions, or damages of any kind or nature arising out of Law Firm's wrongful or negligent performance of services under the terms of this Agreement, except those claims, demands, purported liability or consequential damages which arise out of the negligence or misconduct of the City of Palm Springs, or its respective officers or employees. Section 9: Insurance. A. Law Firm shall carry workers compensation insurance as required by law for the protection of its employees during the progress of the work. B. The Law Firm shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement on an occurrence basis. Law Firm shall furnish a certificate of insurance evidencing its professional liability insurance coverage. C. Law Firm will determine its own needs in procurement of insurance to cover liabilities other than stated above. D. The insurance policies maintained by Law Firm shall be primary insurance and no insurance held or owned by the City shall be called upon to cover any loss under the policy. Section 10: Notices. Notices and communications concerning this Agreement shall be sent to the following addresses: 2 City of Palm Springs Kane, Ballmer& Berkman 3200 E. Tahquitz Canyon Way 515 S. Figueroa Street, Suite 780 Palm Springs, CA 92262 Los Angeles,CA 90071-3301 Attn: City Attorney Attn: Murray O. Kane Section 11: Equal Employment Opportunity. During the performance of this Agreement, the Law Firm agrees as follows: a. The Law Firm shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin or mental or physical disability. The Law Firm will ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, national origin, or mental or physical disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The Law Firm agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. The Law Firm shall, in all solicitations and advertisements for employees placed by, or on behalf of the Law Firm, state that all qualified applicants will receive consideration for employment without regard for race, color, religion, sex, sexual orientation, national origin, or mental or physical disability. Section 12: Termination. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, the City reserves the right to terminate this Agreement with or without cause at any time at City's sole discretion by giving not less than five (5) days written notice of termination to the Law Firm. The Law Finn shall immediately cease all work under this Agreement upon receipt of a written notice to terminate, unless such notice provides otherwise. Should City terminate this Agreement, City shall pay the Law Firm for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with the compensation section of this Agreement, unless such termination shall be for cause, in which event compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. City shall not be liable for any claim of lost profits. Section 13: Miscellaneous. A. Compliance with all Laws. The Law Firm shall be knowledgeable of and comply with all applicable local, state and federal laws,which may impact its performance of this Agreement. B. Governing Law, Choice of Forum. The parties hereby agree that this Agreement is to be interpreted in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Palm Springs and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Riverside at a place to be determined by the rules of the forum. C. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless such agreement is in writing and signed by both parties. To the extent that there is any conflict or inconsistency between the terms and provisions of this Agreement and the terms and 3 provisions of any Exhibit attached hereto, the terms and provisions of this Agreement shall control and govern the rights and obligations of the parties. D. Authority. The Law Firm and the Law Firm's signator further represent that the signator hold the position set forth below their signatures and that the signator is authorized to execute this Agreement on behalf of the Law Firm and to bind the Law Firm hereto. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized all as of the date first above written. CITY OF PALM SPRINGS, a municipal corporation By: City Manager APPROV S TO FORM: ATTEST: 44 0,W4111� By: Douglas Holland i City Clerk City Attorney APPROVES B' (11VOi':"JC! KANE, BALLMER& BERKMAN, o 4,/v3J 2015 /�[U'1 l55 a professional corporation By: ' � Murray O. K e Senior Principal 4 EXHIBIT A TO 4-PAGE AGREEMENT FOR LEGAL SERVICES (CITY OF PALM SPRINGS) DATED JUKE 8,2015 Senior Principal $350/hour Principal $300/hour Senior Counsel $300/hour Of Counsel $300/hour Senior Associate $300/hour Associate $225/hour Paralegal $100/hour Legal Assistant $ 85/hour CLASSIFICATION OF ATTORNEYS AND OTHER PROFESSIONALS Name Status Billable Rate Murray O. Kane Senior Principal (Partner) $350/hour Royce K. Jones Senior Principal(Partner) $350/hour Susan Y. Apy Principal(Partner) $300/hour Kendall Levan Principal(Partner) $300/hour Bruce Gridley Senior Counsel $300/hour Deborah Rhoads Senior Counsel $300/hour Joan S. Smyth Senior Counsel $300/hour Glenn Wasserman Of Counsel $300/hour Todd Mooney Senior Associate $300/hour Edward Kang Associate $225/hour Travel, subsistence, and other out-of pocket expenses authorized in connection with the performance of duties under the agreement would include, along with any other such authorized expenses: a. The amount of the actual cost of coach class transportation by common carrier or at the per mile rate established by the IRS, if travel is performed by privately-owned vehicle; b. Reasonable subsistence expenses, supported by detailed records in the amount of actual costs; C. Taxi fares, long distance telephone calls, and similar expenditures in the amount of the actual cost; d. Duplication costs for all copies at cost of twenty-five (25) cents per page, and facsimile costs at one dollar(1.00)per page; and e. Fees and costs incurred by the firm in engaging consultants and experts approved by the client. The firm shall not be reimbursed for secretarial or typist services for normal office operating expense, with the exception of word processing fees, but only if noted in the rate schedule. The firm shall be reimbursed for actual litigation costs, fees and expenses, such as filing fees, expert witness fees, charges for service of process and costs of investigation. 5