WOODRUFF, SPRADLIN / SMARTRETAINER AGREEMENT FOR WATER DISTRICT COUNSEL SERVICES
THIS AGREEMENT is made and entered into as of the 4th day of February, 1997, by and
between the CAPISTRANO VALLEY WATER DISTRICT, a municipal corporation, hereinafter
the "District", and WOODRUFF, SPRADLIN & SMART, a professional corporation, hereinafter
the "Attorneys".
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
The District hereby retains and employs Attorneys to provide legal services required to be
performed by the District Counsel of the Capistrano Valley Water District. In this regard, John R
Shaw is designated as District Counsel. He will perform the services of District Counsel assisted by
other attorneys in the firm of Attorneys, some of whom may, from time to time, be designated by the
District Board of Directors ("District Board") as Assistant and Deputy District Counsel.
2. ,Saone of Duties.
The District retains and employs the Attorneys to provide legal services required in
connection with District's operation as a water district. Attorneys shall provide those legal services
reasonably required to advise and represent the District and shall take reasonable steps to keep the
District informed of the progress of the representation and to respond to the inquiries of members of
the District Board of Directors and District staff regarding the status of matters for which Attorneys
are representing the District or where advice has been sought.
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following:
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A. It is understood that the legal services shall include, but are not limited to, the
(i) The preparation of ordinances, resolutions, orders, agreements, forms,
notices, declarations, certificates and other documents;
(ii) Attendance at all meetings of the District Board and attending all other
meetings of District boards, commissions, and committees when so requested by the District
Board or the District General Manager;
(iii) Rendering legal advice and opinions concerning legal matters that affect
the District, including new legislation and court decisions;
(iv) Representing the District in litigation involving the District, as
authorized and directed by the District Board. Attorneys understand and agree that the
District Board shall determine which outside counsel are used to represent the District in civil
litigation; and
(v) Providing all other legal services required as District Counsel.
B. The legal services to be performed by Attorneys pursuant to this Agreement
shall not include serving as bond counsel for municipal financing matters.
C. Through the District General Manager, the District shall cooperate with
Attorneys and keep Attorneys informed of developments that pertain to Attorneys' representation
of the District and providing services pursuant to this Agreement.
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3. Fees, Costs and Expenses,
A. District agrees to pay Attorneys at the hourly rates set forth on Exhibit "A",
attached hereto and incorporated herein by this reference. Exhibit "A" may be changed from time
to time without otherwise amending this agreement by a Resolution or Minute Order adopted by the
District Board at a regular meeting.
B. District agrees to pay the following out-of-pocket costs and expenses
associated with Attorneys' work pursuant to this Agreement: messenger deliveries; copying in excess
of 25 pages; long-distance telephone calls; process servers' fees; filing fees fixed by law or assessed
by the courts and other agencies; computer-assisted research of Federal cases, Federal statutes and
regulations; deposition and other court reporting fees; jury fees, witness fees; costs to obtain copies
of documents in litigation, and other litigation -related costs and expenses as may be required to
adequately represent District, such as transportation, mileage, meals and lodging associated with out-
of-town depositions or appearances.
C. To aid in the preparation or presentation of litigation, it may become necessary
to hire expert witnesses, consultants or investigators. Attorneys will select any expert witnesses,
consultants or investigators to be hired, but shall receive District Board or District General Manager
approval of the fees and charges prior to any such engagement.
4. Statements/Task-Billing.
Attorneys shall prepare and present detailed monthly statements for services rendered to the
District for the month preceding the statement, indicating each discrete task performed by Attorneys.
District shall pay the statements upon presentation or within a reasonable time thereafter.
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A. Attorneys shall serve under the terms of this Agreement at the pleasure of the
District Board, and the District Board hereby reserves the right to terminate this Agreement upon
providing sixty (60) days' written notice to the Attorneys.
B. Attorneys reserve the right to temrinate this Agreement at any time Attorneys
deem it necessary or advisable to do so upon sixty (60) days' written notice to District.
C. When Attorneys' services are terminated, all unpaid charges shall become
immediately due and payable.
6. Entire Agreement,
This Agreement contains the entire agreement and understanding of the parties with respect
to the subject matter hereof, and contains all covenants and agreements between the parties with
respect to such matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated in the preamble to this Agreement.
"District"
CAPISTRANO,VALLE,Y ,ATERDISTRICT
Chairffia—n
"Attorneys"
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John R.
Director
SPRADLIN & SMART
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EXHIBIT "A"
WOODRUFF, SP AD -IN & SMART HOURLY RATES
$145.00 All Attorney Services, Including Litigation
$ 75.00 Paralegal and Law Clerks
$ 35.00 Messenger - direct costs incurred
The time for legal services is billed in minimum increments of .2 hours.
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