Loading...
HomeMy WebLinkAboutAgr 2015-06-17 (Burke, Williams & Sorensen, LLP)AGREEMENT FOR TOWN ATTORNEY SERVICES THIS AGREEMENT, dated June 17, 2015, is made and entered into by and between the Town of Tiburon, a municipal corporation ("Town"), and Burke, Williams & Sorensen, LLP ("Burke"). RECITALS WHEREAS, the Town desires to hire Burke to provide contract Town Attorney services; and WHEREAS, it is the desire of the parties to enter into this Agreement to establish the terms and conditions for rendition of Town Attorney and special counsel services to the Town; NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. Legal Services A. Burke shall assign Benjamin L. Stock ("Stock") to act as Town Attorney as set forth herein. Burke shall not substitute another attorney to perform the duties of the Town Attorney, except as expressly allowed herein, without the prior written approval of the Town Manager. Samantha Zutler shall be designated as the Assistant Town Attorney and will assist Stock with providing legal services to the Town and will attend any Town Council meetings that Stock is unable to attend. B. The Town Attorney shall perform the duties generally described in California Government Code §§ 41801-41805, and any and all basic Town Attorney duties and functions entrusted to him by the Town including, without limitation, attendance at meetings of the Town. Council and other Town bodies as requested; rendition of legal advice on Town matters to Town staff; preparation of ordinances, resolutions, contracts, and other legal documents pertaining to Town affairs; preparation of opinions regarding Town matters as requested by appropriate Town officials; general advisory services for employment and land use matters; and general municipal advice to all departments of the Town. C. Burke shall also provide special counsel services such as personnel, real estate, construction law, and representation of the Town in all matters of litigation involving the Town unless upon consultation with Burke the Town Council authorizes retention of separate litigation counsel. D. The parties expect Stock to perform the Town Attorney services, but there may be certain services where the Town will require the expertise of another Burke attorney. Stock will coordinate, direct, and supervise such services provided to the Town with other attorneys of the firm as necessary. Page 1 of 4 E. Nothing in this Agreement shall preclude the Town from retaining a third party to provide legal services where the Town Council decides that such retention is in the Town's best interest. At the Town Manager's request, Stock shall coordinate, direct, and supervise such services. F. Town recognizes that Burke provides legal representation to public entities throughout California. Legal services will not include matters in which Burke has a conflict of interest that precludes Burke from representing Town, members of the Town Council, or officers or employees of the Town. If Burke has a conflict of interest or lacks expertise to handle a particular assignment, Burke shall provide the Town with a recommendation to hire outside counsel. Town also agrees to exercise reasonable discretion in providing waivers for any potential or perceived conflicts that might arise out of representation of Burke's other clients, which representation does not directly involve Burke's representation of the Town. 2. Compensation In consideration for the rendition of legal services, beginning June 29, 2015, Town shall compensate Burke as follows: A. Basic Town Attorney services shall include attendance at Town Council meetings; rendition of routine legal advice; preparation of ordinances, resolutions, contracts and other standard legal documents; preparation of formal written opinions, and routine real estate matters ("Basic Town Attorney Services"). For Basic Town Attorney Services, Town shall pay to Burke $215 per hour for the first 65 hours per month. For any other Basic Town Attorney Services hours per month over 65 hours, the Town shall pay to Burke on an hourly basis $240 per hour for partner assistance and $225 per hour for associate assistance. B. As part of the Basic Town Attorney Services, Stock will maintain office hours at the Tiburon Town Hall as requested by the Town Manager. While attending those office hours, Stock will only charge the Town for time spent on Town matters even though he may be present at Town Hall for a longer period of time. It is expressly understood that Stock may be performing other client work while at Town Hall, and only charging the Town for matters solely relating to Basic Town Attorney Services. C. Burke will not charge for travel time to or within Marin County. D. For other special services rendered in connection with legal advice provided on non -routine personnel matters; specialized construction/public contract advice; and preparation, prosecution, and defense of litigation and/or adjudicative or investigative proceedings, Town shall be billed by Burke at the standard hourly public agency rate established by and as changed from time to time by Burke provided the Town Manager has approved such special services and rate in advance. Page 2 of 4 E. For cost recovery matters for which the Town receives reimbursement from a third party, upon approval by the Town Manager, Town shall be billed by Burke at the standard hourly rates established by and as changed from time to time by Burke. Special consideration shall be given to minimize reimbursable legal expenses incurred by Tiburon property owners in defense of a Town -issued permit or approval. 3. Monthly Billings; Expense Reimbursements A. Burke shall bill the Town on a monthly basis. Each bill shall indicate the date of the work done, the work that was accomplished, the attorney or paralegal who performed the work, and the fee for the work. The following out-of- pocket expenses will be separately itemized and included in bills to the Town: (1) extraordinary operating expenses, including items such as messenger services, overnight mail charges, extraordinary copying or extraordinary computer-assisted research; (2) necessary travel and subsistence expenses for matters other than Basic Town Attorney Services and located outside of Marin County; and (3) court costs, including filing fees, witness fees, and deposition and discovery costs not paid directly by the Town. B. The Town shall review and approve Burke's monthly statements and pay Burke for services rendered and expenses incurred at the rates and in the amounts provided in this Agreement on a monthly basis in accordance with the approved monthly statements. 4. Amendment; Annual Review This Agreement may be amended from time to time by written agreement of the parties. The Town and Burke agree that there shall be an annual review of the provisions contained in this Agreement to ensure that its terms and conditions are mutually satisfactory to both parties. The parties also agree that the Town Council shall conduct an annual performance review of the position of Town Attorney prior to December 31 of each year starting in calendar year 2016. 5. Termination This Agreement may be terminated by Town at any time upon written notice to Burke and by Burke upon sixty (60) days written notice to Town. In the event of termination, Town shall be responsible only for fees and costs incurred as of the effective date of the termination. 6. Professional Liability Coverage During the term of this Agreement, Burke shall at all times maintain insurance coverage for professional liability. A copy of the policy shall be provided to the Town upon request. 7. Indemnification Burke agrees to defend, indemnify and hold the Town harmless from and against claims or liabilities arising out of the negligent errors or omissions of Burke discharging its obligations under this Agreement, excluding claims or liabilities arising out of the Town's gross negligence Page 3 of 4 or willful misconduct. 8. Ownership Of Records; Retention Of Records Upon termination of this contract, all reports, plans, documents, records, and data or certified copies of same prepared by Burke pursuant to this Agreement shall become the property of Town, excluding Burke's internal accounting records and other documents not reasonably necessary to Town's representation, subject to Burke's right to make copies of any files withdrawn by Town. Once a matter is concluded, Burke will close the file, and Town will receive notice of any Town materials that remain in Burke's possession. Town will be invited to retrieve these Town materials within 45 days of notice, or Town may direct Burke to forward the Town materials to Town, at Town's expense. If within 45 days of this notice Town fails to retrieve the Town materials or request Burke to forward them, Town authorizes Burke to destroy the Town 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 Town materials that remain with Burke. Under Burke's document retention policy, Burke normally destroys files five (5) years after a matter is closed, unless other arrangements are made with Town. All Town -supplied materials and all attorney end products (referred to generally as "Town material") are the property of Town. 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 -Town correspondence and conflicts materials. IN WITNESS 'WHEREOF, the parties hereby execute this Agreement as of the date first above written. TOWN OF TIBURON By: 'Gf✓M,,(. Frank Doyl Mayor APPROVED AS . 0 FAR7M Bv: R6bert ; . Epst Interim/ own A orney BURKE, WILLIAMS & SORENSEN, LLP By: 4%- Page Page 4 of 4 Benjamin L. Stock Partner TOWN OF TIBURON 1505 Tiburon Boulevard Tiburon, CA 94920 Town Council Meeting June 17, 2015 Agenda Item: STAFF REPORT To: From: Mayor and Members of the Town Council Office of the Town Manager Subject: Recommendation to Appoint Benjamin L. Stock as Town Attorney and Approve Contract for Legal Services with Burke, Williams & Sorensen, LLP Reviewed By: BACKGROUND After 19 years of service to the Town, Ann Danforth retired from her position as Town Attorney effective March 31, 2015. To fill this vacancy, the Town Council appointed an ad hoc committee of Vice Mayor Erin Tollini and Councilmember Alice Fredericks, requesting them to work with staff to develop and distribute a Request for Proposals to qualified firms and individuals, review submittals, interview candidates and propose a short list of candidates to the Town Council for its consideration. The Council met in a Special Closed Session (Personnel) on May 26, 2015 and interviewed several candidates for this post. Council subsequently directed the Committee and Town Manager to negotiate a contract with the firm of Burke, Williams & Sorensen, LLP, ("Burke") for the legal services of Benjamin L. Stock as Town Attorney. The contract identifies Samantha Zutler as Assistant Town Attorney, who would serve the Town when the Town Attorney is unavailable or when additional services are required. Burke is one of a select number of private law firms to have established the specialized practice of public law in California. The firm provides public entities with a full range of legal, advisory, transactional and litigation services and has offices located throughout California, including one in San Rafael. Mr. Stock is a partner in the San Rafael office; he has nearly 15 years of experience assisting public entities with both litigation and general counsel services. Mr. Stock has served as Assistant City Attorney for various cities throughout the Bay Area, and currently serves as District Counsel for Sanitary District Number 5 and Eastern Contra Costa Transit Authority. FINANCIAL IMPACT The attached contract provides for an hourly rate of $215.00 for basic Town Attorney services. Funds for Town Attorney services are provided in the Town Budget. TOWN OF TIBURON PAGE 1 OF 2 Town Council Meeting June 17, 2015 RECOMMENDATION Staff recommends that the Town Council: Move to appoint Benjamin L. Stock as Town Attorney and approve the attached "Agreement for Town Attorney Services" Exhibit: Prepared By: Agreement for Town Attorney Services Peggy Curran, Town Manager TOWN OF TIBI,RON Page 2 of