HomeMy WebLinkAboutLiebert Cassidy Whitmore (3)CONSULTING SERVICES AGREEMENT BETWEEN
TH E TOWN 0 F LOS ALTOS H I LLS AN D
LI EB ERT CASS I DY WH ITM 0 R E
THIS AGREEMENT for consulting services is made by and between the TOWN OF LOS ALTOS HILLS
("Town") and LIEBERT CASSIDY WHITMORE ("Attorney") (together referred to as the "Parties") as of October
6, 2016 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Attorney shall
provide to Town with consulting, representational and legal services pertaining to a review of Town
personnel and consultant contracts to confirm whether they are in compliance with current CalPERS
requirements. Attorney shall prepare and deliver to Town a confidential memorandum setting forth its
analysis, conclusions and recommendations.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30 , unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. The time provided to Attorney to complete the
services required by this Agreement shall not affect the Town's right to terminate the
Agreement, as referenced in Section S.
1.2 Standard of Performance. Attorney shall perform all services required pursuant to this
Agreement according to the standards observed by a competent practitioner of the
profession in said field.
1.3 Assignment of Personnel. Attorney shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that Town, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Attorney shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Attorney shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided
in Section 1.1 above and to satisfy Attorney's obligations hereunder.
Section 2. COMPENSATION. Town hereby agrees to pay Attorney a sum not to exceed Fourteen
Thousand Dollars, ($14,000), notwithstanding any contrary indications that may be contained in Attorney's
proposal, for services to be performed and reimbursable costs incurred under this Agreement. Time shall be
billed on an hourly basis at rates set forth in Exhibit A. In the event of a conflict between this Agreement
and Attorney's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall
prevail. Town shall pay Attorney for services rendered pursuant to this Agreement at the time and in the
manner set forth herein. The payments specified below shall be the only payments from Town to Attorney
for services rendered pursuant to this Agreement. Attorney shall submit all invoices to Town in the manner
specified herein. Except as specifically authorized by Town in writing, Attorney shall not bill Town for
duplicate services performed by more than one person.
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Attorney and Town acknowledge and agree that compensation paid by Town to Attorney under this
Agreement is based upon Attorney's estimated costs of providing the services required hereunder, including
salaries and benefits of employees and subcontractors. Consequently, the parties further agree that
compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities
to which Attorney and its employees, agents, and subcontractors may be eligible. Town therefore has no
responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
■ The beginning and -ending dates of the billing period;
■ A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and each
reimbursable expense;
■ The total number of hours of work performed under the Agreement by Attorney and
each employee, agent, and subcontractor of Attorney performing services
hereunder;
■ The Attorney's signature;
■ Attorney shall give separate notice to the Town when the total number of hours
worked by Attorney and any individual employee, agent, or subcontractor of
Attorney reaches or exceeds 75 hours within a 12 -month period under this
Agreement.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed,, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
a b ove to p ay Atto rn ey.
2.3 .Final Payment. Town shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to Town of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Town shall pay for the services to be rendered by Attorney pursuant to this
Agreement. Town shall not pay any additional sum for any expense or cost whatsoever
incurred by Attorney in rendering services pursuant to this Agreement. Town shall make no
payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Attorney submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
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unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Attorney on an hourly basis shall not exceed the
amounts shown on the compensation schedule attached hereto as Exhibit B. The current
range of hourly rates for Attorney time is from Two Hundred to Three Hundred Fifty Dollars
($200.00 - $350.00), One Hundred Ninety -Five Dollars ($195.00) for time of Labor
Relations/HR Consultant and from Seventy -Five to One Hundred Sixty Dollars ($75.00 -
$160.00) for time of paraprofessional and litigation support staff. These rates may be
adjusted on July I of each year and a written notification will be required of any
adjustments. Attorneys, paraprofessional and litigation support staff bill their time in
minimum units of one-tenth of an hour.
2.6 Reimbursable Expenses. Town agrees to reimburse Attorney for necessary costs and
expenses incurred by Attorney on behalf of Town. Attorney bills photocopying charges at
Fifteen Cents ($0.15) per page and facsimile charges at Fifty Cents ($0.50). See Exhibit B
for fee schedule.
2.7 Payment of Taxes. Attorney is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment goon Termination. In the event that the Town or Attorney terminates this
Agreement pursuant to Section 8, the Town shall compensate the Attorney for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Attorney shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Attorney is not authorized to perform any services or
incur any costs whatsoever under the terms of this Agreement until receipt of authorization
from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost
and expense, provide all facilities and equipment that may be necessary to perform the services required by
this Agreement.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Attorney,
at its own cost and expense, unless otherwise specified below, shall procure the ' types and amounts of
insurance listed below against claims for injuries to persons or damages to property that may arise from or
in connection with the performance of the work hereunder by the Attorney and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Attorney shall provide proof
satisfactory to Town of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the
Town. Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
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Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Attorney shall, at its sole cost and expense, maintain minimum
limit on Statutory Workers' Compensation Insurance and Employer's Liability Insurance for
any and all persons employed directly or indirectly by Attorney.
4.2 Commercial General Liabilityand Prope* Damage Insurance. General Liability and
Property Damage Combined. $1,000,000.00 per occurrence including comprehensive
form, personal injury, broad form personal damage, contractual and premises/ operation,
all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no
less than two (2) times the occurrence limit.
4.3 Automobile Insurance. $1,000,000.00 per occurrence.
4.4 Errors and Omissions Insurance. $1,000,000.00 aggregate.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Attorney shall furnish Town with complete copies of all policies delivered to
Attorney by the insurer, including complete copies of all endorsements attached to
those policies. All copies of policies and endorsements shall show the signature of
a person authorized by that insurer to bind coverage on its behalf. If the Town does
not receive the required insurance documents prior to the Attorney beginning work,
it shall not waive the Attorney's obligation to provide them. The Town reserves the
right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self -Insured Retentions. Attorney shall disclose to and obtain the
written approval of Town for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement. At
the option of the Town, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Town, its officers,
employees, and volunteers; or the Attorney shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting"
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Attorney hereby agrees to waive subrogation which any
insurer or contractor may require from vendor by virtue of the payment of any loss.
Attorney agrees to obtain any endorsements that may be necessary to affect this
waiver of subrogation.
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The Workers' Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Attorney, its employees, agents,
and subcontractors.
4.4.6 Subcontractors. Attorney shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Arbitration of Professional Liabilily or Other Claims.
4.5.1 Failure to supply insurance. In addition to any other remedies Town may have if
Attorney fails to provide or maintain any insurance policies or policy endorsements
to the extent and within the time herein required, Town may, at its sole option
exercise any of the following remedies, which are alternatives to other remedies
Town may have and are not the exclusive remedy for Attorney's breach:
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
■ Order Attorney to stop work under this Agreement or withhold any payment
that becomes due to Attorney hereunder, or both stop work and withhold any
payment, until Attorney demonstrates compliance with the requirements
hereof; and/or
■ Terminate this Agreement.
4.5.2 Disputes. If a dispute between Town and Attorney arises over fees charge for
services, the controversy will be submitted to binding arbitration in accordance
with the rules of the California State Bar Fee Arbitration Program, set forth in
California Business and Professions Code, section 6200 through 6206. The
arbitrator or arbitration panel shall have the authority to award to the prevailing
party attorneys' fees, cost and interest incurred. Any arbitration award may be
served by mail upon either side and personal service shall not be requested.
If a dispute arises between Town and Attorney over any other aspect of attorney-
client relationship, including, with limitation, a claim for breach of professional
duty, that dispute will also be resolved by arbitration. It is understood that any
dispute as to any alleged breach of professional duty (that is, as to whether any
legal services rendered under this agreement were allegedly unnecessary,
unauthorized, omitted entirely, or were improperly, negligently or incompetently
rendered) will be determined by submission to arbitration as provided by California
law, and not by a lawsuit or resort to court process except as California law
provides forjudicial review of arbitration proceedings. Both parties to this
agreement, by entering into it, are giving up their constitutional right to have any
such dispute decided in a court of law before a jury, and instead are accepting the
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use of arbitration. Each party is to bear its own attorney's fees and costs and the
Town's remedy may include options set in Section 8.6.
Section 5. INDEMNIFICATION AND ATTORNEY'S RESPONSIBILITIES.
Attorney shall hold harmless, indemnify and defend Town and its officers, officials, employees, agents and
volunteers from and against any and all claims, demands, judgements, awards, liability, loss, cost or
expense, including attorneys' fees, or any damage whatsoever, including but not limited to death or injury to
any person and damage to any property, resulting from the misconduct, negligent acts, errors or omissions
of Attorney or any of its officers, employees or agents in the performance of this Agreement, except such
damage as is caused by the sole negligence of Town or any of its officers, officials, employees, agents or
volunteers.
Section 6. STATU S 0 F ATTO R N EY.
6.1 Independent Contractor. At all times during the term of this Agreement, Attorney shall be
an independent contractor and shall not be an employee of Town. Town shall have the
right to control Attorney only insofar as the results of Attorney's services rendered pursuant
to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,
otherwise Town shall not have the right to control the means by which Attorney
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Attorney
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by Town, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of Town and entitlement to any contribution to be paid by Town for
employer contributions and/or employee contributions for PERS benefits.
6.2 Attorney Not an Agent. Except as Town may specify in writing, Attorney shall have no
authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Attorney shall have no authority, express or implied, pursuant to this Agreement to
bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Attorney and any subcontractors shall comply with all
laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Attorney and any subcontractors shall
comply with all applicable rules and regulations to which Town is bound by the terms of
such fiscal assistance program.
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7.4 Licenses and Permits. Attorney represents and warrants to Town that Attorney and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective
professions. Attorney representsand warrants to Town that Attorney and its employees,
agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that are legally
required to practice their respective professions. In addition to the foregoing, Attorney and
any subcontractors shall obtain and maintain during the term of this Agreement valid
Business Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity. Attorney shall not discriminate, on the basis of
a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or
participant in, recipient of, or applicant for any services or programs provided by Attorney
under this Agreement. Attorney shall comply with all applicable federal, state, and local
laws, policies, rules, and requirements related to equal opportunity and nondiscrimination
in employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Attorney thereby.
Attorney shall include the provisions of this Subsection in any subcontract approved by the
Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. Town may cancel this Agreement at any time and without cause upon written
notification to Attorney.
Attorney may cancel this Agreement upon 60 days'written notice to Town and shall include
in such notice the reasons for cancellation.
In the event of termination, Attorney shall be entitled to compensation for services
performed to the effective date of termination; Town, however, may condition payment of
such compensation upon Attorney delivering to Town any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Attorney or
prepared by or for Attorney or the Town in connection with this Agreement.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Attorney understands and
agrees that, if Town grants such an extension, Town shall have no obligation to provide
Attorney with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to
reimburse Attorney for any otherwise reimbursable expenses incurred during the extension
period.
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8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontra Town and Attorney recognize and agree that this
Agreement contemplates personal performance by Attorney and is based upon a
determination of Attorney's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Attorney. Attorney
may not assign this Agreement or any interest therein without the prior written approval of
the Contract Administrator. Attorney shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors noted in the
proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Attorney shall survive
the termination of this Agreement.
8.6 Options upon Breach by Attorney. If Attorney materially breaches any of the terms of this
Agreement, Town's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Attorney pursuant to this Agreement;
8.6.3 Retain a different Attorney to complete the work described in Exhibit A not finished
by Atto rn ey; or
8.6.4 Charge Attorney the difference between the cost to complete the work described in
Exhibit A that is unfinished at the time of breach and the amount that Town would
have paid Attorney pursuant to Section 2 if Attorney had completed the work.
Section 9. FILE RETENTION. After the services concludes, Attorney will, upon Town's request, deliver
the file for the matter to Town, along with any funds or property of Town's in Attorney's
passion. If Town requests the file for the matter, Attorney will retain a copy of the file at the
Town's expense. If Town does not request the file for this matter, Attorney will retain it for a
period of seven (7) years after this matter is closed. If Town does not request delivery of the
file for this matter before the end of the seven (7) year period, Attorney will have no further
obligation to retain the file and may, at Attorney's discretion, destroy it without further
notice to Town. At any point during the sever (7) year period, Town may request delivery of
the file.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
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provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.2 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.3 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and
shall apply to and bind the successors and assigns of the parties.
10.4 Use of Recycled Products. Attorney shall prepare and submit all reports, written studies
and other printed material on recycled paper to the extent it is available at equal or less
cost than virgin paper.
10.5 Conflict of Interest. Attorney may serve other clients, but none whose activities within the
corporate limits of Town or whose business, regardless of location, would place Attorney in
a "conflict of interest," as that term is defined in the Political Reform Act, codified at
California Government Code Section 81000 etseq.
Attorney shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 etseq.
Attorney hereby warrants that it is not now, nor has it been in the previous 12 months, an
employee, agent, appointee, or official of the Town. If Attorney was an employee, agent,
appointee, or official of the Town in the previous twelve months, Attorney warrants that it
did not participate in any manner in the forming of this Agreement. Attorney understands
that, if this Agreement is made in violation of Government Code § 1090 etseq., the entire
Agreement is void and Attorney will not be entitled to any compensation for services
performed pursuant to this Agreement, including reimbursement of expenses, and Attorney
will be required to reimburse the Town for any sums paid to the Attorney. Attorney
understands that, in addition to the foregoing, it may be subject to criminal prosecution for
a violation of Government Code § 1090 and, if applicable, will be disqualified from holding
public office in the State of California.
10.6 Solicitation. Attorney agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.7 Contract Administration. This Agreement shall be administered by Pak Lin (" Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.8 Notices. Any written noticetoto Attorney shall be sent to:
Li-ellk &�vJV, 1Wt1�J=Or-1---1
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Any written notice to Town shall be sent to:
Pak Lin, Administrative Service Director
Town of Los Altos Hi I Is
26379 Fremont Road
Los Altos Hills, CA 94022
10.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
[SIGNATURES ON FOLLOWING PAGE]
Consulting Services Agreement between
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS
Carl Cahill, Town Manager
Approved as to Form:
See, h�� c�r�u I -ffn� A"�
Steven T. Mattas, Town Attorney
1070873.1
I -I EB ERT CASS I DY WH ITM 0 R Ey
A ProfessiAna�Corpor4.ion
Consulting Services Agreement between
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EXHIBIT
COMPENSATION SCHEDULE
2715308.1
Consulting Services Agreement between
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Exhibit A
A+ REL, MM' NT FOR SPECIAL SERVICES
This Agreement is entered into between the law firm of LIEBERT CASSIDY
WHITMORE, A Professional Corporation ("Attorney"), and the TOWN OF LOS
ALTOS HILLS, ("TowW').
1. Conditions
This Agreement will not take effect, and Attorney will have no obligation to
provide services, until Town returns a properly signed and executed copy of this
Agreement.
2. Attorn2y's Services
Attorney agrees to provide Town with consulting, representational and legal
services pertaining to employment relations matters, including representation in
negotiations and in administrative and court proceedings, as requested by Town or
otherwise required by law.
3. Fees, Costs, Expenses
Town agrees to pay Attorney the sums billed monthly for time spent by Attorney
in providing the services, including reasonable travel time, not to exceed $14,000.00,
unless mutually agreed upon by the parties.
r
.Phe current range of hourly rates for Attorney time is from Two Hundred to Three
Hundred Fifty Dollars ($200.00 - $350.00), One Hundred Ninety -Five Dollars ($195.00)
for time of Labor Relations/HR Consultant and from Seventy -Five to One Hundred Sixty
Dollars ($'75,00 - $160.00) for time of paraprofessional and litigation support staff.
Attorney reviews its hourly rates on an annual basis and, if appropriate, adjusts them
effective July 1. Attorney will provide the Town with written notification of any
1
adjustment in the range of rates, Attorneys, paraprofessional and litigation support staff
bill their time in minimum units of one-tenth of an hour.
Town agrees to reimburse Attorney for necessary costs and expenses incurred by
Attorney on behalf of Town. Attorney bills photocopying charges at Fifteen Cents
($0,15) per page and facsimile charges at Fifty Cents ($0,50) per page. A Public Agency
Fee Schedule is attached to this Agreement.
Payment by Town against monthly billings is due upon receipt of statements, and
is considered delinquent if payment is not received within thirty (3 0) days of the date of
the 'invoice.
The California Business & Professions Code requires us to inform you whether
we maintain errors and omissions insurance coverage applicable to the services to be
rendered to you. We hereby confirm that the firm does maintain such insurance
coverage.
4. Arbitration of Professional Liabili!y- or Other Claims
Disputes. If a dispute between Town and Attorney arises over fees charged for
services the controversy will be submitted to binding arbitration in accordance with the
rules of the California State Bar Fee Arbitration Program, set forth in California Business
and Professions Code, sections 6200 through 6206. The arbitrator or arbitration panel
I shall have the authority to award to the prevailing party attorneys' fees, costs and interest
incurred, Any arbitration award may be served by mail upon either side and personal
service shall not be required.
If a dispute arises between Town and Attorney over any other aspect of the
attorney-client relationship, including, without limitation, a claim for breach of
professional duty, that dispute will also be resolved by arbitration. It is understood that
any dispute as to any alleged breach of professional duty (that is, as to whether any legal
services rendered under this agreement were allegedly unnecessary, unauthorized,
omitted entirely, or were improperly, negligently or incompetently rendered) will be
determined by submission to arbitration as provided by California law, and not by a
lawsuit or resort to court process except as California law provides for judicial review of
arbitration proceedings. Both parties to this agreement, by entering into it, are giving
up their constitutional right to have any such dispute decided in a court of law
before a jury, and 'Instead are accepting the use of arbitration. Each party is to bear
its own attorney's fees and costs.
5. File Retention
After our services conclude., Attorney will, upon Town's request, deliver the file
for the matter to Town, along with any funds or property of Town's in our possession. If.
Town requests the file for the matter, Attorney will retain a copy of the file at the Town's
expense, If Town does not request the file for this matter, We will retain it for a period of
seven (7) years after this matter is closed. If Town does not request delivery of the file
for this matter before the end of the seven (7) year period, we will have no further
obligation to retain the file and may, at our discretion, destroy it without further notice to
Town. At any point during the seven (7) year period, Town may request delivery of the
G. Assignment
This Agreement is not assignable without the written consent of Town.
7. Independent Contractor
It is understood and agreed that Attorney, while engaged in performing the terms
of this Agreement, is an independent contractor and not an employee of Town.
8. Authorl'
The signatory to this Agreement represent that they hold the positions set forth
below their signatures, and that they are authorized to execute this Agreement on behalf
of their respective parties and to bind their respective pat -ties hereto.
9. Term
This Agreement is effective August 30, 2016, ongoing and may be modified by
mutual agreement of the parties. This agreement shall be terminable by either party upon
thirty (3 0) days written notice.
LIEBERT CASSIDY WHITMORE,
A Professional Corporation
U65 I
Title:
Date:
...'T
is
# � /� ✓llris�JkM�J
TOWN OF LOS ALTOS HILLS,
By,
:L1V'Name: ( 6AN l'
wlkdvev/�. Title:. "Ao Giqur
U
Date: I o f 2 �'���
I.
PUBLIC AGENCY FEE SCHEDULE
Hourly Rates (As of Agreement Effective Date)
Partners $350.00
Senior Counsel $305.00
Associates $200.00 - $285,00
Labor Relations/HR Consultant $195.00
Paraprofessionals & Litigation Support $75.00 - $160.00
if. COST SCHEDULE
1, Photocopies
2. Facsimile Transmittal
$0.15 per copy
$0,50 per page
Exhibit B
Pak Lin
From: Mattas, Steven <stevem@meyersnave.com>
Sent: Thursday, October 06, 2016 2:03 PM
To: Pak Lin
Subject: Re: 2016 Los Altos Hills Town of Hourly Agreement
{,The;LCW.Inde.rnn�fica}tion langtuage below"fine'
,:
Steven T. Mattas
Principal
email vCard bio website
office: 415.421.3711 mobile: 510.282.7033
Oakland - Los Angeles - Sacramento - San Diego - San Francisco - Santa Rosa
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On Oct 6., 2016, at 1:58 PM., Pak Lin <plin@losaltoshills.ca.gov> wrote:
Hi Steve and Patrick.,
I don't know the difference. Can you read the changes below and let me know if you are okay with this,
versus the original? I've attached the original agreement you sent me.
Thanks,
-Pak
From: Sonya O'Donoghue [mailto:sodonoghue@lcwlegal.com]
Sent: Thursday, October 06, 2016 12:08 PM
To: Pak Lin <Plin@losaltoshills.ca.gov>
Cc: Carl Cahill <cca hill @Iosa Itoshills.ca.gov>; Paul W. Hessing <Phessing@lcwlegal.com>
Subject: RE: 2016 Los Altos Hills Town of Hourly Agreement
Hi Pak,
The agreement is fine with the exception of the indemnification language in Section 5. Below is the
proposed indemnification that we would like to substitute in Section 5:
Attorney shall hold 'harmless, indemnify and defend Town and its officers, officials, employees, agents
and volunteers from and against any and all claims, demands, judgments, awards, liability, loss, cost or
expense, including attorneys' fees, or any damage whatsoever, including but not limited to death or
injury to any person and damage to any property, resulting from the misconduct, negligent acts, errors
or omissions of Attorney or any of its officers, employees or agents in the performance of this
Agreement, except such damage as is caused by the sole negligence of Town or any of its officers,
officials, employees, agents or volunteers.
Please let me know if this is acceptable or should you have questions.
Thank you,
Sonya
From: Pak Lin [ma ilto: pl in@) losa Itosh ills. ca.go
Sent: Wednesday, October 05, 2016 4:02 PIVI
To: Sonya O'Donoghue
Cc: Carl Cahill
Subject: RE: 2016 Los Altos Hills Town of Hourly Agreement
Hi Sonya,,
Attached is the Pension Audit agreement in the Town's template. It was modified to incorporate
elements of your agreement and our City Attorney reviewed and approve it. Please review and sign or
let me know of any necessary changes.
Thank you.
Pak Lin
Admin Services Director
Town of Los Altos Hills I Administrative Services Department
p: 650.947.2512 1 f. 650.941.3160
plin@losaltoshills.ca.gov
www.losaltoshills.ca.gov
From: Sonya O'Donoghue [mailto:sodonoghue@lcwlegal.com.]
Sent: Monday., September 26,.2016 8:30 AM
To: Pak Lin <Plin@losaltoshills.ca.gov>
Subject: RE: 2016 Los Altos Hills Town of Hourly Agreement
Good morning Lin,
Thank you for your response and I will await the agreement.
Best,.
Sonya
From: Pak Lin [mailto:plin(a)losaltoshills.ca.gov]
Sent: Friday, September 23, 2016 10:50 PIVI
To: Sonya O'Donoghue
Subject: Re: 2016 Los Altos Hills Town of Hourly Agreement
Hi Sonya
Yes., we want to engage. We have a standard service agreement and I haven't had time to send it over. I
will be out of the office next week but will send it over Oct 3rd.
Thanks
Pak
Sent from my iPhone
On Sep 23, 2016, at 4:08 PM, Sonya O'Donoghue <sodonoghue@lcwlegal.com> wrote:
Hello Ms. Lin,
Just checking in to see when we can expect to receive the signed agreement. Please let
me know if you have any updates or if you have questions.
Thank you,
Sonya
From: Sonya O'Donoghue
Sent: Tuesday, August 30, 2016 12:28 PM
To: 'Plin@losaltoshills.ca.gov'
Cc: 'freed@ losaltoshil ls.ca.gov'; Steve M. Berliner; Paul W. Hessing
Subject: 2016 Los Altos Hills Town of Hourly Agreement
Hello Ms. Lin,
By direction of Steve Berliner, attached please find a pdf of the Agreement for Special
Services between the Town of Los Altos Hills and Liebert Cassidy Whitmore. Review and
if acceptable, print, sign and return to me (pdf via email is sufficient) at your earliest
opportunity. Should you have questions or need additional information regarding the
attachment, please let us know.
Thank you,
Sonya
Sonya O'Donoghue I Accounting Cler
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6033 W. Century Boulevard, 5th Floor
Los Angeles, CA 90045
direct: 310.981.2733
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<2016 Los Altos Hills Town of Hourly Agreement.pdf>>
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