HomeMy WebLinkAboutReso 118-1994RESOLUTION NO. 118-94
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION OF AWARD OF CONTRACT TO
MEYERS, NAVE, RIBACK, SILVER & WILSON,
A PROFESSIONAL CORPORATION OF ATTORNEYS
TO PRACTICE LAW FOR THE CITY OF SOUTH
SAN FRANCISCO
WHEREAS, legal services have heretofore been provided to City
through a departmental organization consisting of a City Attorney
and an Assistant City Attorney; and
WHEREAS, from time to time the legal services provided to City
by this departmental organization have been augmented by outside
legal counsel paid at the prevailing rate for those services; and
WHEREAS, the City Council desires to change the method by
which City obtains legal services from a departmental organization
to a contract for professional services.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
of South San Francisco, that the City Council hereby authorizes the
City Manager to enter into a contract with Meyers, Nave, Riback,
Silver & Wilson for professional legal services as set forth in the
"Professional Services Agreement" attached hereto as Exhibit "A".
I hereby certify that the foregoing Resolution was regularly
introduced and adopted by the City Council of the City of South San
Francisco at a re§u]ar meeting held on the 14th day of
September , 1994 by the following vote:
AYES:
Councilmembers Jack Drago, Robert Yee and Mayor Jos~ph A.
Fernekes
NOES:
Councilmember John R. Penna
ABSTAIN: None
ABSENT:
Councilmember Roberta Cerri Teolia
~ City Clerk
Meycrs.Awd
EXHIBIT A TO RESOLUTION NO.
118-94
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT is made and
entered into this 14th day of September, 1994, by and between the CITY OF
SOUTH SAN FRANCISCO, a general law city and municipal corporation of the State
of California ("City") and MEYERS, NAVE, RIBACK, SILVER & WILSON, a
professional corporation of attorneys licensed to practice law ("Law Firm").
RECITALS
Legal services have heretofore been provided to City through a
departmental organization consisting of a City Attorney and an Assistant City
Attorney; and
From time to time the legal services provided to City by this
departmental organization have been augmented by outside legal counsel paid at the
prevailing rates for those services; and
In furtherance of its policy to achieve efficiencies and economies in the
operation of City's government, without impairing whatsoever the level, amount, and
quality of legal services essential to its operation, the City Council desires to change
the method by which City obtains legal services from a departmental orgonization to a
contract for professional services; and
Government Code Section 36505 provides that the City Council may
appoint a City Attorney, and Government Code Section 37103 authorizes general law
cities to contract for legal services; and
Prior to March 21, 1994, the City employed an in-house City Attorney
and Assistant City Attorney and the equivalent of 1-1/2 legal secretary positions.
Following the resignation of the in-house City Attorney, the City hired the Law Firm
to serve as Interim City Attorney until such time as the City Council determined
whether to replace the in-house City Attorney or to contract for all City Attorney
services. Pursuant to a separate contract, the Law Firm has served as Interim City
Attorney since March 21, 1994.
Law Firm spedalizes in municipal and public agency law and is willing
and qualified and duly licensed to provide legal services to City as City Attorney
under this contract as an independent contractor, subject to the terms and conditions
hereinafter stated;
NOW, THEREFORE, the parties hereto agree as follows:
1. Basic Services. Law Firm shall provide, through such members or
assodates of the firm as it shall determine, subject to approval of the City Council,
all legal services of the highest professional standards usually and normally provided
by the City Attorney. These services (the "Basic Services") shall include:
(a) Attendance at all City Council and Planning Commission meetings
unless excused from such attendance by permission of the Council;
(b) Attendance at meetings of such other of City's Commission,
Boards or Committees as may be requested by the City Council
or City Manager from time to time;
(c) Rendering legal advice and issuing written legal opinions to
members of the City Council, Commissions, and Committees, and
to the City Manager, Department Heads and employees, with
respect to City matters;
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(d)
(e)
(0
(g)
(h)
(i)
(J)
Attendance at departmental meetings for preparation of the
agenda materials for City Council meetings, and such other staff
meetings and conferences as may be required for the proper
furnishing of legal advice and assistance;
Preparation and/or review of ordinances, resolutions, leases,
contracts, or other legal documents required by or of City, and
review, advice or redrafting of such legal documents as may be
prepared by others for proposed use by City;
Representation of the City before mediators or arbitrators on
matters arising from memoranda of understanding or other labor
agreements;
Rendering advice and assistance to City's representatives on labor
relations matters, reviewing memoranda of understanding or other
labor agreements and drafting implementing legislation or other
pertinent documents;
Rendering advice for City's public works contracts, leases, or other
documentation pertaining to agreements to which the City is or
proposes to be a party;
Rendering advice and assistance in the administration of City's
general liability risk management and insurance programs;
Rendering advice and assistance on all matters pertaining to
general and special municipal elections;
(k) Commencement and prosecution of civil and criminal actions to
enforce municipal ordinances including enforcemem thereof
through administrative proceedings;
(1) Such other duties or services which may be requested by City
(excluding those described as Spedal Services ) generally
performed by a corporation's general counsel and necessary to
assist City in achieving its goals in a sound legal manner; and
(m) Furnishing legal services of the nature described in paragraphs (a)
through (1) for the Redevelopment Agency, or other agencies or
entities which are not operated as an integral part of City, but
which are created by City as independem agencies, and under the
comrol of City excepting, however, Special Services for such
agencies and entities.
(n) Representation of City before federal and state regulatory bodies
such as the Bay Comervation and Developmem Commission,
Regional Water Quality Control Board, Bay Area Air Quality
Management District, Internal Revenue Service, Federal
Communicatiom Commission, and the Unemploymem Appeals
Board;
2. Special Services. Law Firm shall provide through such members or
associates of the firm as it shall determine such legal services as may be desired or
required by action of the City Council, and not within the scope of the Basic Services
hereinabove described. These services (the "Spedal Services") may include:
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(a)
(b)
(c)
(d)
(e)
The prosecution of actions to acquire property through the use of
eminent domain which involve complicated issues such as, by way
of example only, challenges to the right of the City to condemn,
claims for severance damage, defense of project CEQA
compliance and allocation of responsibility for the contamination
of the condemned property and/or the determination of the cost
to dean up the contamination;
The defense of actions involving a challenge to a land use action
or decision of the City where by prior indemnity and defense
agreements, the City's legal costs are paid by the real party in
interest, and those actions which involve complicated issues such
as, by way of example only, challenge to the General Plan or
Element thereof, challenge to the adequacy of an Environmental
Impact Report or similar environmental clearance, or
discrimination or civil fights claims relative to land use derisions;
Defense or prosecution of actions for personal injuries or property
damage;
Furnishing legal services for the formation of assessment districts,
the issuance of public bonds of such districts, and any litigation
pertaining thereto;
Special Services as described in paragraphs (a) through (d) for the
Redevelopment Agency, or other agencies or entities which are
not operated as an integral part of the City, but are created and
controlled by the City.
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Notwithstanding the foregoing, Law Firm shall provide the City Council with the
opportunity to select legal counsel other than Law Firm to furnish the City Special
3. Appointment: ,A.~sistants. City, by and through its Council, does hereby
appoint STEVEN T. MAI'FAS as City Attorney of the City of South San Francisco.
This appointment shall remain in effect during the term of thi.~ Agreement and is
subject to the terms and conditions hereof. MICHAEL R. NAVE is appointed the
Assistant City Attorney. These appointments shall remain in effect during the term of
thlg Agreement unless altered following review held pursuant to Section 13 hereof.
Law Firm may recommend to the City Council and the City Council moy appoint
from time to time such other members of the firm or associates as assistants or
deputies as it may deem appropriate or necessary to carry out the duties and to
provide the services described herein.
4. Compensation - Bn.~ic Services. City shall compensate Law Firm for all
Basic Services described in Section I hereof Sixteen Thousand Dollars ($16,000.00)
per month.
5. Compensation - Special Services. City shall compensate Law Firm for
all Special Services described in Section 2 hereof and which are authorized by action
of the City Council on an hourly basis at the rate of One Hundred Fifty Dollars
($150.00) per hour. Law Firm shall be compensated for ABAG Plan actions at the
hourly rate established by ABAG. Compensation for these Special Services shall be
made only upon the presentation of an itemized written statement subject to the
satisfaction of the Finance Director and City Auditors. Compensation shall be
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payable upon billing therefor by Law Firm, and shall be due within thirty (30) days of
such billing.
6. Costs and l:.xpenses. City shall reimburse Law Firm for customary and
reasonable out-of-pocket costs and expenses advanced or paid on behalf of City in the
performance of Law Firm's Special Services upon presentment of an itemiTe, d
statement subject to the satisfaction of the Finance Director. Such costs or expenses
include, for example, fees and charges of certified shorthand reporters, deposition
transcription costs, court costs, costs and fees of investigators and expert wimesses or
advisors retained for litigation or arbitration; costs of printing briefs or lengthy court
doo~ments; computerized research services; travel, lod~ng, and incidental expenses
incurred in carrying out the duties or performing the Special Sendces hereunder.
7. Municipal Professional Membership. Meeting~. Seminars. It is
understood and agreed that City and Law Firm mutually benefit from the firm's
participation in certain professional activities relating to municipal law. Therefore, at
no cost to City, the firm shall maintain its active participation in the activities of the
League of California Cities and the State Bar of California.
8. Office Facilities. Prior to the commencement date hereof, City has
provided office space for the City Attorney when operating as a department of City.
This office space, generally consisting of three offices, a library, and their furnishings
is on the first floor of the City Hall Annex, 315 Maple Avenue, South San Francisco,
California. Law Firm may use these offices for the rendition of the professional
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services until such time as the City shall advise the firm that they are needed for
other purposes.
City shall continue to furnish light and space heating for these premises
as well as customary janitorial service and maintenance. In the event City advises the
firm that these offices are no longer available for its use, the firm shall be responsible
for obtaining adequate office space and facilities convenient and necessary to render
its professional services.
9. Equipment. Prior to the commencement date hereof, City has provided
certain office equipment for the use of the City Attorney when operating as a
department of the City. Such office equipment shall remain the property of City and
may continue to be used by the Law Firm and its staff for rendition of professional
services. Additional office equipment, telephone lines, service and listings not
currently provided by the City shall be provided at Law Firm's expense.
10. Library. Prior to the commencement date hereof, City has provided
certain volumes of professional books for use by Law Firm and its staff when
operating as a department of City. These volumes shall be available for the use of
the firm during the term hereof. These volumes and series of publications shall be
itemized on an inventory list filed in the Office of the Finance Director and shall
remain the property of City.
City shall maintain the series of publications listed on the inventory and
shall purchase, at City's expense, all supplements and additional volumes necessary to
keep them up to date. These supplements and additional volumes shall, upon
purchase, become the property of City.
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11. ~upport Staff. Without otherwise obligating the City to do so, City may
retain the Legal Secretary II position to provide support and services, including all
acts customarily performed by the Legal Secretary II position to the Law Firm. Any
City employees serving as support staff to the Law Firm will remain as City
employees with all rights attendant thereto. Law Firm shall have the right to
supervise any City-provided support staff consistent with the proper management of
the City Attorney's office. City shall have the sole right to determine the support
staff level and specific personnel provided to the Law Firm.
12. Insurance. During the term of thi.~ Agreement, Law Firm shall take out
and maintain at its expense public liability, professional liability, property and workers'
compensation policies in the forms and amounts determined appropriate by the
Finance Director.
13. Ouarterly Review. Quarterly during the term hereof, City Council may
review the performance of Law Firm and its members or associates in furnishing the
services provided hereunder, and the compensation provisions hereof. The parties
may agree to changes or amendments hereto, including, but not necessarily 'limited to,
changes in compensation provisions, which changes or _amendments shall be evidenced
by written amendment or by minute order evidencing motion duly made and carried
by the City Council. Nothing in t_hls paragraph shall be deemed to prevent or inhibit
more frequent review of performance, compensation, or other matters relating to this
Agreement or otherwise inhibit the free and candid exchange of views between the
parties hereto to the end that the legal interests of City shall best be served and Law
Firm shall fairly be compensated for legal services rendered.
14. Rendition of Services Incompatible with Interests of City. Law Firm
covenants and warrants that in addition to subscribing to the Rules of Professional
Responsibility which prevent representation of interests adverse to the City, the
members and associates of Law Firm shall refrain from actions or representations of
any interest or party which would reflect adversely upon City or tend to bring disfavor
on City.
15. Termination. Either party hereto may terminate thi.~ Agreement at any
time during the term hereof by giving the other party written notice thereof. If given
by Law Firm, such notice shall be given at least thirty (30) days before the effective
date of termination. If given by City, such notice may be given at any time. If said
notice is given by City with thirty (30) days' notice of the effective date of
termination, then the firm shall be paid the compensation earned and accrued
reimbursable expenses incurred prior to cessation of services. If notice of termin:~tion
is given by City with less than thirty (30) days notice, City shall pay the firm an
amount equal to one month's Basic Services compensation in addition to the
compensation earned and accrued reimbursable expenses incurred prior to the date of
termination. In the event of termination, the parties shall cooperate to achieve an
orderly tr~n.~ition and assumption of duties by any succeeding City Attorney. All files,
documents, City-provided equipment, books, furnishings and other City property shall
be returned in good order to the City.
16. Term. Continuation. Subject to annual review and the unconditional
power of the Council to terminate, the term of t_his Agreement shall commence on
September 15, 1994 ("commencement date") and shall continue until September 14,
1995, unless otherwise terminated.
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17. Nonassig~nability. The legal services to be provided under this
Agreement contemplate the unique combination of legal skills and experience that are
possessed by Law Firm. For this reason, this Agreement shall not be assignable by
the Law Firm.
18. Notices. Written notices required hereunder shall be delivered
personally, or by depositing the same with the City Clerk of the City of South San
Francisco or to such other address as the parties may from time to time designate in
writing.
IN WITNESS WHEREOF, the parties have executed this Agreement the
day and year first above written.
CITY OF SOUTH SAN FRANCISCO,
a Municipal Corporation of the
State of California
Mayor
Attest:
Barbara Battaya, City Clerk
Approved as to Form:
MEYERS, NAVE, RIBACK, SILVER &
& WILSON, a Professional Law Corporation
MICHAEL R. NAVE
Spedal Counsel to the City of
South San Francisco
¢: \data\feeagree\ 1 ega L $v¢. xxx
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