HomeMy WebLinkAboutAgr 2015-01-13 (Burke, Williams & Sorensen, LLP)January 13, 2015
Ann Danforth
Town Attorney
1505 Tiburon Blvd.
Town of Tiburon, CA 94920
Re: Agreement For Legal Services
Dear Ms. Danforth:
We are pleased to represent you with respect to the matters described in this
Agreement. The following sets forth the terms pursuant to which BURKE, WILLIAMS &
SORENSEN, LLP ("Burke") and you, TOWN OF TIBURON ("Client"), agree that Burke
will provide legal services to you, Client. The hallmark of any productive professional
relationship is effective communication, and we would invite you to contact us at any
time during or after our representation with regard to any questions you may have
associated with our representation or the matters described herein.
1. CONDITIONS. This Agreement will not take effect, and Burke will have
no obligation to provide legal services, until Client returns a signed copy of this
Agreement and pays the deposit called for under Paragraph 5. The effective date of
this Agreement will be January 13, 2015. However, Client agrees that it will
compensate Burke at the rates specified in this Agreement for all work performed by
Burke at Client's request prior to the effective date. Client and Burke agree that
compensation under this Agreement shall not exceed forty thousand dollars
($40,000.00) without approval by the Town Council.
2. SCOPE OF SERVICES. Client hires Burke to provide legal services in the
matters set forth in Attachment "A" to this Agreement. No representation outside of the
matters set forth in Attachment "A" to this Agreement shall be provided by Burke to
Client. No representation of any directors, officers, employees, shareholders, or any
other persons or entities affiliated with Client shall be provided unless such
representation is expressly included in Attachment A to this Agreement. Burke will
provide those legal services reasonably required to represent Client. Burke will take
reasonable steps to keep Client informed of progress and to respond to Client's
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Our File No.: F0002-0001
tbrown@bwslaw.com
January 13, 2015
Ann Danforth
Town Attorney
1505 Tiburon Blvd.
Town of Tiburon, CA 94920
Re: Agreement For Legal Services
Dear Ms. Danforth:
We are pleased to represent you with respect to the matters described in this
Agreement. The following sets forth the terms pursuant to which BURKE, WILLIAMS &
SORENSEN, LLP ("Burke") and you, TOWN OF TIBURON ("Client"), agree that Burke
will provide legal services to you, Client. The hallmark of any productive professional
relationship is effective communication, and we would invite you to contact us at any
time during or after our representation with regard to any questions you may have
associated with our representation or the matters described herein.
1. CONDITIONS. This Agreement will not take effect, and Burke will have
no obligation to provide legal services, until Client returns a signed copy of this
Agreement and pays the deposit called for under Paragraph 5. The effective date of
this Agreement will be January 13, 2015. However, Client agrees that it will
compensate Burke at the rates specified in this Agreement for all work performed by
Burke at Client's request prior to the effective date. Client and Burke agree that
compensation under this Agreement shall not exceed forty thousand dollars
($40,000.00) without approval by the Town Council.
2. SCOPE OF SERVICES. Client hires Burke to provide legal services in the
matters set forth in Attachment "A" to this Agreement. No representation outside of the
matters set forth in Attachment "A" to this Agreement shall be provided by Burke to
Client. No representation of any directors, officers, employees, shareholders, or any
other persons or entities affiliated with Client shall be provided unless such
representation is expressly included in Attachment A to this Agreement. Burke will
provide those legal services reasonably required to represent Client. Burke will take
reasonable steps to keep Client informed of progress and to respond to Client's
Los Angeles - Inland Empire - Marin County - Oakland - Orange County. Palm Desert - San Francisco - Silicon Valley - Ventura County
BUf.KE, Ik ILLIAdiS n $GRef 6F^;, LLP
Town of Tiburon
January 13, 2015
Page 2
inquiries. Services in any matter not described above will require a separate written
agreement or a written modification to this Agreement.
3. CLIENT'S DUTIES. Client agrees to be truthful with Burke, to cooperate,
to keep Burke informed of any information or developments which may come to Client's
attention, to abide by this Agreement, to pay Burke's bills on time, and to keep Burke
advised of Client's address, telephone number, and whereabouts. Client will assist
Burke in providing necessary information and documents and will appear when
necessary at legal proceedings.
4. CONFLICTS OF INTEREST. Before accepting representation of Client,
Burke has undertaken reasonable and customary efforts to determine whether there are
any potential conflicts of interest or adversity of positions between Client and any other
person or entity that would bar Burke from representing Client in general or in any of the
specific matters listed in Attachment "K. Burke has reviewed this issue in accordance
with the Rules of Professional Conduct adopted in California. Burke believes that those
rules, rather than the rules of any other jurisdiction, are applicable to Client's
representation. Client's execution and return of the enclosed copy of this letter
represents an express agreement to the applicability of the Rules of Professional
Conduct adopted in California to any and all representation arising under this
Agreement.
5. DISCLOSURE. Pursuant to the requirements of California Business &
Professions Code Section 6148, Burke hereby discloses that it maintains professional
errors and omissions insurance.
6. LEGAL FEES AND BILLING PRACTICES. Client agrees to pay by the
hour at Burke's prevailing rates for all time spent on Client's matter by Burke's legal
personnel. Current hourly rates for legal personnel are set forth in Attachment "B" to
this Agreement.
Burke's rates are subject to change on 30 days' written notice to Client. Rates
shall automatically increase annually on January 1 of each year as set forth in
Attachment "B" to this Agreement. If Client declines to pay increased rates, Burke will
have the right to withdraw as attorney for Client.
The time charged will include the time Burke spends on telephone calls relating
to Client's matter, including calls with Client, witnesses, opposing counsel or court
personnel. The legal personnel assigned to Client's matter may confer among
themselves about the matter, as required and appropriate. When they do confer, each
BURKE, WILLIAMS S SORENSEN, LLP: -
Town of Tiburon
January 13, 2015
Page 3
person will charge for the time expended, as long as the work done is reasonably
necessary and not duplicative. Likewise, if more than one of the legal personnel
attends a meeting, court hearing or other proceeding, each will charge for the time
spent. Burke will charge for waiting time in court and elsewhere and for travel time,
both local and out-of-town.
7. COSTS AND OTHER CHARGES.
(a) Burke will incur various costs and expenses in performing legal services
under this Agreement. Client agrees to pay for all costs, disbursements and expenses
in addition to the hourly fees. The costs and expenses commonly include: service of
process charges, filing fees, court and deposition reporters' fees, jury fees, notary fees,
deposition costs, messenger and other delivery fees, postage, photocopying and other
reproduction costs, travel costs including parking, mileage, transportation, meals and
hotel costs, investigation expenses, consultants' fees, expert witness, professional,
mediator, arbitrator and/or special master fees, unavoidable administrative staff and
secretarial overtime, and other similar items. Except for the items listed below, all costs
and expenses will be charged at Burke's cost.
In -office photocopying/page: $ .20
In -office color photocopying/page $ 1.00
Facsimile charges/page: $ 1.00
Mileage/mile: $ .575 (per IRS notices)
Other:
(b) Out-of-town travel. Client agrees to pay transportation, meals, lodging
and all other costs of any necessary out-of-town travel by Burke's personnel. Client will
also be charged the hourly rates for the time legal personnel spend traveling.
(c) Experts, Consultants and Investigators. To aid in the preparation or
presentation of Client's case, it may become necessary to hire expert witnesses,
consultants, investigators, and outsourced support services. Client agrees to pay such
fees and charges, Burke will select any expert witnesses, consultants, investigators or
support services to be hired, and Client will be informed of persons chosen and their
charges.
Additionally, Client understands that if the matter proceeds to court action or
arbitration, Client may be required to pay fees and/or costs to other parties in the action.
Any such payment will be entirely the responsibility of Client.
URKE. R'ILLP.vIS c KRENSEN. LLP'
Town of Tiburon
January13, 2015
Page 4
8. BILLING STATEMENTS. Burke will send Client periodic statements for
fees and costs incurred. Each statement will be payable within 30 days of its mailing
date. Client may request a statement at intervals of less than 30 days. If Client so
requests, Burke will provide one within 10 days. The statements shall include the
amount, rate, basis of calculation or other method of determination of the fees and
costs, which costs will be clearly identified by item and amount.
9. INTEREST CHARGES. If a billing statement is not paid by its due date,
interest will be charged on the principal balance (fees, costs, and disbursements) shown
on the statement. Interest will be calculated by multiplying the unpaid balance by the
periodic rate of .833% per month (TEN PERCENT [10%] ANNUAL PERCENTAGE
RATE). The unpaid balance will bear interest from the date of the invoice until paid.
10. LIEN. Client hereby grants Burke a lien on any and all claims or causes of
action that are the subject of the representation under this Agreement. The lien will be
for any sums owing to Burke at the conclusion of services performed. The lien will
attach to any recovery Client may obtain, whether by arbitration award, judgment,
settlement or otherwise. The effect of such a lien is that Burke may be able to compel
payment of fees and costs from any such funds recovered on behalf of Client even if
Burke has been discharged before the end of the case. Because a lien may affect
Client's property rights, Client may seek the advice of an independent lawyer of Client's
choice before agreeing to such a lien. By initialing this paragraph, Client represents and
agrees that Client has had a reasonable opportunity to consult such an independent
lawyer and—whether or not Client has chosen to consult such an independent lawyer—
Client agrees that Burke will have a lien as specified above.
(Client Initial Here) (Burke Initial Here)
11. DISCHARGE AND WITHDRAWAL. Client may discharge Burke at any
time. Burke may withdraw with Client's consent or for good cause. Good cause
includes Client's breach of this Agreement, refusal to cooperate or to follow Burke's
advice on a material matter or any fact or circumstance that would render Burke's
continuing representation unlawful or unethical. When Burke's services conclude, all
unpaid charges will immediately become due and payable. After services conclude,
Burke will, upon Client's request, deliver Client's file, and property in Burke's possession
unless subject to the lien provided in Paragraph 10 above, whether or not Client has
paid for all services,
12. DOCUMENT RETENTION POLICY. Client is entitled upon written
request to any files in Burke's possession relating to the legal services performed by
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4 BURKE, WILL IMAS n SORENSEN. LLP;
Town of Tiburon
January 13, 2015
Page 5
Burke for Client, excluding Burke's internal accounting records and other documents not
reasonably necessary to Client's representation, subject to Burke's right to make copies
of any files withdrawn by Client. Once a matter is concluded, Burke will close the file,
and Client will receive notice thereof. Client's physical files may be sent to storage
offsite, and thereafter there may be an administrative cost for retrieving them from
storage. Thus, it is recommended that Client request the return of a file at the
conclusion of a matter. Under Burke's document retention policy, Burke normally
destroys files five (5) years after a matter is closed, unless other arrangements are
made with Client.
All client -supplied materials and all attorney end product (referred to generally as
"client material") are the property of Client. Attorney end product includes, for example,
finalized contracts, pleadings, and trust documents. Attorney work product is the
property of Burke. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
After the close of a matter, Burke will notify Client of any client materials that
remain in Burke's possession. Client will be invited to retrieve these client materials
within 45 days of notice, or Client may direct Burke to forward the client materials to
Client, at Client's expense. If within 45 days of this notice Client fails to retrieve the
client materials or request Burke to forward them, Client authorizes Burke to destroy the
client materials.
After the 45 -day period, Burke will, consistent with all applicable rules of
professional conduct, use its discretion as to the retention or destruction of all attorney
work product and any client materials that remain with Burke.
13. TECHNOLOGY. At its discretion, unless otherwise stated, Burke will
employ technology to facilitate electronic discovery. This may include scanning of
paper documents, culling of documents, converting electronically stored information into
a format suitable for review, the usage of electronic review software, etc. Applicable
associated costs, including electronic storage and transfer costs, will be billed to Client.
14. DISCLAIMER OF GUARANTEE AND ESTIMATES. Nothing in this
Agreement and nothing in Burke's statements to Client will be construed as a promise
or guarantee about the outcome of the matter. Burke makes no such promises or
guarantees. Burke's comments about the outcome of the matter are expressions of
opinion only. Any estimate of fees given by Burke shall not be a guarantee. Actual fees
may vary from estimates given.
i�
. B UR KF g, n S('i r NIS_N. L.P
Town of Tiburon
January 13, 2015
Page 6
15. MEDIATION. If a dispute arises out of or relating to any aspect of this
Agreement between Client and Burke, or the breach thereof, and if the dispute cannot
be settled through negotiation, Burke and Client agree to discuss in good faith the use
of mediation before resorting to litigation or any other dispute resolution procedure.
Nothing herein shall limit or otherwise affect your right under Sections 6200-6206 of the
California Business and Professions Code to request arbitration of any fee dispute by
an independent, impartial arbitrator or panel of arbitrators through a bar association
program created solely to resolve fee disputes between lawyers and clients. The
mediation shall be held in Oakland, California, unless we mutually select another venue.
16. ATTORNEYS' FEES CLAUSE. The prevailing party in any action or
proceeding arising out of or to enforce any provision of this Agreement, with the
exception of a fee arbitration or mediation under Business and Professions Code
Sections 6200-6206, will be awarded reasonable attorneys' fees and costs incurred in
that action or proceeding, or in the enforcement of any judgment or award rendered.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties. No other agreement, statement, or promise made on or before the effective
date of this Agreement will be binding on the parties.
18. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of
this Agreement is held in whole or in part to be unenforceable for any reason, the
remainder of that provision and of the entire Agreement will be severable and remain in
effect.
19. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may
be modified by subsequent agreement of the parties only by an instrument in writing
signed by both of them, or an oral agreement only to the extent that the parties carry it
out.
20. EFFECTIVE DATE. This Agreement will govern all legal services
performed by Burke on behalf of Client commencing with the date Burke first performed
services. The date at the beginning of this Agreement is for reference only. Even if this
Agreement does not take effect, Client will be obligated to pay Burke the reasonable
value of any services Burke may have performed for Client; provided, however, that
compensation shall not exceed forty thousand dollars ($40,000.00) without approval by
the Town Council.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS
AND AGREE TO THEM AS OF THE DATE BURKE FIRST PROVIDED SERVICES. IF
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SURKc', i;/IL'.Ldi.i$ S SOFENSEi J, LLP
Town of Tiburon
January 13, 2015
Page 7 .
MORE THAN ONE CLIENT SIGNS BELOW, EACH AGREES TO BE LIABLE, JOINTLY
AND SEVERALLY, FOR ALL OBLIGATIONS UNDER THIS AGREEMENT. CLIENT
SHALL RECEIVE A FULLY EXECUTED DUPLICATE OF THIS AGREEMENT.
INOT1111:193
DATED:
By:
Tiburon, CA 7bwO
BURKE, WILLIAMS & SORENSEN, LLP
go
Enclosure: return copy
APPROVED AS TO FORM
ANN DANFORTH
TOWN ATTORNEY
TOWN OF TIBURON
Thomas B. Brown
Partner
�. ;9URKE, i,'I!_L':0.f;iS n S6REf:SEfi, !i?'.
Town of Tiburon
January 13, 2015
Page 8
Attachment "A"
Burke will provide advice to Client, and if necessary litigation representation, with
respect to issues and disputes involving the property located at 110 Gilmartin Drive,
Tiburon, CA.
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5LiRKE. �V!LLiAniS n SOFcNSEP., LLP
Town of Tiburon
January 13, 2015
Page 9
Attachment "B"
Rates For Attorneys And Other Timekeepers Through December 31, 2015.
$305 Partners (Thomas B. Brown, et al.)
$260 Associates
$145 Law Clerks
$135 Paralegals
Effective each January 1, the foregoing base rates shall be increased based on
the U.S. Department of Labor Bureau of Labor Statistics Los Angeles -Riverside -Orange
County Consumer Price Index -All Urban Consumers ("CPI -U"), using the CPI -U for
each prior October as the base and the value to escalate the hourly rates in the ratio of
the most recent October CPI -U value, rounded up to the nearest $5 increment.
The U.S. Dept. of Labor Bureau of Labor Statistics (BLS) website will be the
source of the data utilized (if the URL is changed, the parties shall agree on the
replacement web page to be as close as reasonably possible to the page detailed
herein):
http•//databis.00v/PDQ/serviettSurveyOutputServiet?data tool=dropman series id=CUURA421SAO, 000SA421SAO
OAK #4827-0308-9953 v2
Diane Crane lacopi
From: Ann Danforth
Sent: Wednesday, January 28, 2015 1:42 PM
To: Diane Crane lacopi
Subject: FW: Tiburon Peterson LSA Rev. 1.22. 15
Attachments: cmonterichard@townoftiburon org_20150127_110847 (3).pdf
Hi Diane: Would you please add this to the Town's agreements file? Thank you!
CONFIDENTIAL - ATTORNEY/CLIENT COMMUNICATION
FEE IFIN 17 9 o,
Town Attorney, Town of Tiburon
adanforth@ci.tiburon.ca.us
Office: 415-435-7370
NOTICE: This communication may contain privileged or other confidential information. If you are not the
intended recipient of this communication, or an employee or agent responsible for delivering this
communication to the intended recipient, please advise the sender by reply email and immediately delete the
message and any attachments without copying or disclosing the contents. Thank you.
From: Beardsley, Teresa L. [mailto:tbeardsleyftwslaw.coml
Sent: Wednesday, January 28, 2015 10:31 AM
To: Ann Danforth
Cc: Brown, Thomas B.
Subject: RE: Tiburon Peterson LSA Rev. 1.22.15
Attached please find a copy of the fully executed document. If you have any questions or concerns, please contact Mr.
Brown at tbrown@bwslaw.com.
From: Ann Danforth[mailto:adanforth(altownoftiburon.org]
Sent: Tuesday, January 27, 2015 9:36 AM
To: Brown, Thomas B.
Cc: Beardsley, Teresa L.
Subject: RE: Tiburon Peterson LSA Rev. 1.22.15
Hi Tom:
I attach the LSA, signed on behalf of the Town. Would you please send me a copy of the fully executed
document? Thank you!
Ann