HomeMy WebLinkAboutReso 31-1994 RESOLUTION NO. 31-94
CITY C~UNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING AN AGREEMENT FOR
CITY ATTORNEY SERVICES WITH THE LAW FIRM
OF MEYERS, NAVE, RIBACK, SILVER & WILSON
WHEREAS, the City of South San Francisco seeks special legal
counsel ~o assist with issues of general municipal law;
WHEREAS, the City has determined that the law firm of Meyers,
Nave, RLback, Silver & Wilson is qualified by training and
experience to render such services and the law firm has agreed to
provide such services; and
WHEREAS, the public interest for the City of South San
Francisc9 will be served by the Agreement.
NOWi, THEREFORE, BE IT RESOLVED that the City of South San
Francisco and the law firm of Meyers, Nave, Riback, Silver & Wilson
do mutually agree as follows:
1. i The law firm will present the City of South San Francisco
in its ~e~al affairs on an interim basis pursuant to the legal
servicesl in Agreement attached hereto as Exhibit "A".
2. ! Said legal services shall be provided as above and
consultation with the City Manager's office and/or the Assistant
City AttOrney with respect to the area of general municipal law.
3. The City Manager is directed to act on behalf of the City
and ente~ into and execute the legal services Agreement with the
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law firm of Meyers, Nave, Riback, Silver & Wilson.
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San Fran
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AYES:
NOES:
ABSTAIN:
ABSENT:
=_reby certify that the foregoing Resolution was regularly
and adopted by the City Council of the City of South
~isco at a re§u]ar meeting held on the 23rd day
March , 1994 by the following vote:
Councilmembers Jack Dra§o, John R. Penna, Robert Yee
and Mayor Joseph A. Fernekes
None
None
Councilmember Roberta Cerri Teglia
City Clerk ~/
EXHIBIT A TO RESOLUTION NO. 31-94
LEGAL SERVI'CES ~GREF~ENT
TH~S AGREEMENT is entered between the CITY OF SOUTH SAN
FRANCISCO (hereinafter referred to as the "City"), and MEYERS,
NAVE, RIBACK, SILVER & WILSON (hereinafter known as the "Law
Firm" ) .
WITNESSETH THAT:
WHEREAS, the City seeks special legal counsel concerning
issues af general municipal law; and
WHEREAS, the City has determined that the Law Firm is
qualified by training and experience to render such services, and
the Law!Firm has agreed to provide such services; and
WHEREAS, the public interest will be served by this
Agreement;
NoW, THEREFORE, the parties hereto do mutually agree as
follows:i
1. SCOPE OF SERVICES AND TERMINATION DATE
a.i Scope of Services.
, The City agrees that the Law Firm will represent it in
the following manner: on-going advice and consultation in the
capacity of interim city attorney with respect to general
municipal law, including but not limited to the rendition of
legal counsel and advice, preparation of ordinances, resolutions,
contracts, opinion letters, prosecution and defense of all
matters to which the City is a party.
b. Completion Date.
Under the supervision of the City, and subject to
paragra~,h 11 hereof, the Law Firm shall provide legal services
during Calendar year 1994, commencing March 21, 1994.
c. City Responsibility.
i The City will fully cooperate with the Law Firm and
providelall information relevant to the issues involved in this
matter. I The City will also pay all bills as required by this
Agreement. If the City does not comply with these requirements,
the LawiFirm may terminate this Agreement upon written notice to
the City.
d. i No Guarantee.
The Law Firm agrees to provide conscientious, competent
and diligent services and at all times will seek to achieve
solutions which are just and reasonable for the City. However,
because of the uncertainty of legal proceedings, the
interpretation and changes in the law and many unknown factors,
the Law Firm cannot and does not warrant, predict or guarantee
results Or the final outcome of any case or matter.
2. CO~ENSATION AND METHOD OF PAYMENT
city agrees to pay the Law Firm for the services performed
hereunder, in accordance with Attachment A, upon certification by
the Cityi that said services were actually performed in accordance
with thei Agreement. Compensation and reimbursement shall be paid
to the Law Firm upon receipt and approval by the City of
statements setting forth in detail the services performed.
3. NO pERSONAL LIABILITY
No member, official or employee of the City shall be
personalily liable to the Law Firm or any successor in interest in
the even~ of any default or breach by the City or for any amount
which may become due to the Law Firm or successor or on any
obligation under the terms of this Agreement.
4. ASSIIGNMENT OF AGREEMENT
Th~ Law Firm shall not assign or transfer any interest in,
nor delegate any duties thereof in this Agreement, without the
prior e~press written consent of the City.
5. RESPONSIBILITY OF LAW FIRM
Th~ Law Firm shall take and assume all responsibility for
the services rendered in connection with this Agreement. The Law
Firm shall render its services in accordance with the standard of
care required of a competent practitioner engaged in a similar
practic~ of law.
6. INDEPENDENT CONTRACTOR
The Law Firm hereby declares that it is engaged in an
independent business and agrees to perform said services as an
independent contractor and not as the agent or employee of the
city. The Law Firm agrees to be solely responsible for its own
matters !relating to payment of employees, including compliance
with Social Security, withholding and all other regulations
governing such matters. The Law Firm agrees to be solely
responsible for its own acts and those of its subordinates and
employees during the life of this Agreement.
7. INSURANCE
a. i The Law Firm shall have and maintain in full force and
effect the insurance policies set forth in Attachment B, which is
attached hereto and incorporated herein. All policies,
certificates or binders shall be subject to approval by the City
as to fQrm and content. These requirements are subject to
amendment or waiver if so approved in writing by the City
Manager.i The Law Firm shall provide the City with a copy of said
policies, certificates prior to commencing work under this
Agreement.
b. Thirty (30) days prior written notice of cancellation
shall be given to the City in the event of expiration,
cancellation or reduction in coverage of any nature. Such notice
shall be sent to:
City Manager
city of South San Francisco
400 Grand Avenue
South San Francisco, California 94085
Proof of Coverage: Copies of the required certificates
of insurance which shall be provided by the Law Firm insurance
company las evidence of the stipulated coverages. This Proof of
InsuranCe shall then be mailed to:
City Manager
City of South San Francisco
400 Grand Avenue
South San Francisco, California
94085
8. RE~ORDS, REPORTS AND AUDITS
a. Records.
i. Records shall be established and maintained by the
Law Fir~ in accordance with requirements prescribed by the city
with reSPect to all matters covered by this Agreement.
~ ii. All costs shall be supported by properly executed
payrolls, time records, invoices, contracts, or vouchers, or
other official documentation evidencing in proper detail the
nature and propriety of the charges. All checks, payrolls,
invoices, contracts, vouchers, orders or other accounting
documents pertaining in whole or in part to this Agreement shall
be clearly identified and readily accessible.
b. Reports and Information.
Upon request, the Law Firm shall furnish the City such
statements, records, reports, data and information pertaining to
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matters ~overed by this Agreement in the form requested by the
City.
9. CONFLICTS OF INTEREST
Thei Law Firm declares it has no holdings or interests within
the Cityi of South San Francisco. The Law Firm has no business
holdingsi or agreements with any official or other representatives
of the City of South San Francisco.
10. CONFIDENTIALITY
Alll the reports, information, data or other materials
preparedlor assembled by the Law Firm under this Agreement,
includin~ the Law Firm's opinion and conclusions based upon such
items, are confidential. The Law Firm agrees that such reports,
information, opinions or conclusions shall not be made available
to or discussed with any individual or organization, including
the newsimedia, without the prior written approval of the City.
11. TE~INATION.
a. i This Agreement may be terminated, with or without
cause, in writing by the City for its convenience, provided that
no such termination may be affected unless the Law Firm is given
not less!than thirty (30) days written notice (delivered by
certified mail, return receipt requested) of the intent to
terminate.
be
Firm for
terminat
to the L
Any termination shall provide for payment to the Law
services rendered and expenses incurred prior to the
ion. The retainer amount for services shall be tendered~..~%~
~w Firm on the last day of each month. Upon notice of
the termination of this agreement the retainer shall be prorated
for the ~umber of days served during the month prior to receipt
of the n~tice.
c. Upon receipt of a termination notice the Law Firm shall
(1) prom)tly discontinue all service affected (unless the notice
directs 9therwise) and (2) deliver to the City all records,
reports, and files of the City.
d. Upon termination, the City may take over the work and
prosecute the same to completion by agreement with another party
or otherwise.
provided
remedies
12. ENT
The rights and remedies of the City and the Law Firm
in this clause are in addition to any other rights and
provided by law or under this Agreement.
[RE AGREEMENT
This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with
respect ~o the subject matter hereof; and no other agreement,
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statement, or promise relating to the subject matter of this
Agreement not contained herein shall be valid or binding.
13. SUCCESSORS AND ASSIGNS
subject to the provision of this Agreement regarding
assignment, this Agreement shall be binding on the heirs,
executors, administrators, successors, and assigns of the
respective parties.
IN !WITNESS WHEREOF, the City and the Law Firm have executed
this Agreement this 23rd day of March, 1994.
CITY OF
SOUTH SAN FRANCISCO
EDWARD G. WOHLENBERG
City Manager
By
MEYERS, NAVE, RIBACK, SILVER
& WILSON~? ~
MaEVEN R. MEYERS
naging Partner
ATTEST:
City C1 erk
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ATTACHMENT A
1. Hogrly Rate.
The City agrees to pay the Law Firm for legal services a
retaineF of $10,000 per month for which the Law Firm shall
provide ]not more than 100 hours of services. Any services
provide~ by Law Firm in excess of 100 hours shall be at the rate
of $125 ~er hour. In the event that the Law Firm prosecutes or
defends Ithe City in any litigation filed in a Superior Court or a
Federal iCourt, City shall pay Law Firm at the rate of $150 per
hour for! such services.
2. Alli Services Will Be Billed.
Thei City will be billed at the hourly rates set forth above
for all iservices rendered and costs advanced. Bills will be sent
to:
City Manager
city of South San Francisco
400 Grand Avenue
South San Francisco, California
94083
3. Bills.
The Law Firm will send the City itemized bills from time to
time, which are due upon receipt.
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ATTACHMENT B
INSURANCE
INSURANCE REQUIREMENTS:
Law Firm, at Law Firm's sole cost and expense and for the
full term of this Agreement or any renewal thereof shall obtain
and maintain at least all of the following minimum insurance
require~.ents prior to commencing any work or receiving payments
therefor under this Agreement:
1. A BROAD FORM COMPREHENSIVE GENERAL LIABILITY policy with a
minimumilimit of not less than ONE MILLION DOLLARS
($1,000,000.00) combined single limit for personal injury, bodily
injury, and property damage providing at least all of the
following minimum coverage (without deductibles):
2. A WORKERS COMPENSATION AND EMPLOYERS LIABILITY policy
written in accordance with the Labor Code of the State of
California and Employers Liability limits of $1,000,000 per
accident. The insurer shall agree to waive all rights of
subrogation against the Agency, its officials, employees, and
agents for losses arising from work performed by the Contractor
for the iAgency.
3. A pROFESSIONAL LIABILITY ERRORS AND OMISSIONS policy in an
amount not less than TWO HUNDRED THOUSAND DOLLARS ($200,000.00)
per claim, SIX HUNDRED THOUSAND DOLLARS ($600,000.00) aggregate.
a. i If this policy should contain a deductible clause, it
shall not be greater than TWENTY-FIVE THOUSAND DOLLARS
($25,00~.00). per occurrence.
b. ' This policy shall provide a contractual liability
endorsement favoring the Agency.
4. AUTOMOTIVE INSURANCE:
a. The Law Firm agrees to keep in good standing a valid
Califorr"
la driver's license at all times during the term of this
Agreemert. The Law Firm shall also obtain, and keep in force
during the term hereof, a policy of motor vehicle public
liability insurance which shall afford not less than the
followir.g amounts of coverage: ONE HUNDRED THOUSAND DOLLARS
($100,000.00) each occurrence; property damage liability, TWENTY-
FIVE THC.USAND DOLLARS ($25,000.00) each occurrence.
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b. Acceptance proof of vehicle insurance shall be sent to:
City Manager
City of South San Francisco
400 Grand Avenue
South San Francisco, California
94083
These insurance requirements may be amended or waived by the
mutual agreement of the Law Firm or the City provided the City
Attorney determines that the amendment or waiver will not
substantially increase the City's liability for activities
permitted under this Agreement.
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