Loading...
WOODRUFF, SPRADLIN / SMART (2)RETAINER AGREEMENT FOR AGENCY COUNSEL SERVICES THIS AGREEMENT is made and entered into as of the 5th day of February, 1997, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a municipal corporation, hereinafter the "Agency", 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 Agency hereby retains and employs Attorneys to provide legal services required to be performed by the Agency Counsel of the San Juan Capistrano Community Redevelopment Agency. In this regard, John R. Shaw is designated as Agency Counsel. He will perform the services of Agency Counsel assisted by other attorneys in the firm of Attorneys, some of whom may, from time to time, be designated by the Agency Board of Directors ("Agency Board") as Assistant and Deputy Agency Counsel. 2. Scope of Duties. The Agency retains and employs the Attorneys to provide legal services required in connection with Agency's operation as a community redevelopment agency. The legal services to be performed for the Agency shall include those generally understood to be within the field of municipal law. Attorneys shall provide those legal services reasonably required to advise and represent the Agency and shall take reasonable steps to keep the Agency informed of the progress c:\wpwin60\wpdocs\shaw\retain".c -1- 02/20/97 of the representation and to respond to the inquiries of members of the Agency Board of Directors and Agency staff regarding the status of matters for which Attorneys are representing the Agency or where advice has been sought. following: 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 Agency Board and attending all other meetings of Agency boards, commissions, and committees when so requested by the Agency Board or the Agency Executive Director; (iii) Rendering legal advice and opinions concerning legal matters that affect the Agency, including new legislation and court decisions; (iv) Representing the Agency in litigation involving the Agency, as authorized and directed by the Agency Board. Attorneys understand and agree that the Agency Board shall determine which outside counsel are used to represent the Agency in civil litigation; and (v) Providing all other legal services required as Agency 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 Agency Executive Director, the Agency shall cooperate with Attorneys and keep Attorneys informed of developments that pertain to Attorneys' representation of the Agency and providing services pursuant to this Agreement. c:\wpwin60\wpdocs\shaw\rdain".ua -2- 02/20/97 0 0 3. Fes, Costs and Expenses, A. Agency 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 Agency Board at a regular meeting. B. Agency 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 Agency, 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 Agency Board or Agency Executive Director 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 Agency for the month preceding the statement, indicating each discrete task performed by Attorneys. Agency shall pay the statements upon presentation or within a reasonable time thereafter. c:\wpwin60\wpdocs\shaw\rctainff.c a -3- 02/20/97 5. Diqcharge and Withdrawal. A. Attorneys shall serve under the terms of this Agreement at the pleasure of the Agency Board, and the Agency 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 terminate this Agreement at any time Attorneys deem it necessary or advisable to do so upon sixty (60) days' written notice to Agency. 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. "Agency" SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: C airm "Attorneys" WOO SPRADLIN & SMART By: Johnik Shaw Director cAwpwin60\wpdms\shaw\rdainer.m -4- 02/20/97 EXHIBIT "A" WOODRUFF, SPRADL.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. c:\wpwin60\wpdocsWmw\reWner.= -5- 02/20/97 0 0 AGENDA ITEM March 4, 1997 TO: Honorable Chairman and Agency Board of Directors FROM: George Scarborough, Executive Director SUBJECT: Proposed Contract with Woodruff, Spradlin and Smart for Attorney Services RECOMMENDATION: It is recommended that the Agency Board of Directors approve the proposed Retainer Agreement for Agency Counsel Services with Woodruff, Spradlin and Smart. SITUATION: The Agency has selected the firm of Woodruff, Spradlin and Smart to provide interim legal services. The intent of the agreement is to ensure that the Agency retains access to legal services to meet its obligations during the time that staff is evaluating how legal services should be provided for the Agency in the long term. As has been discussed, it is the intent of staff to make recommendations to the Agency Board of Directors regarding legal services within the next 120 days. The attached proposed retainer agreement for Agency Counsel services with Woodruff, Spradlin and Smart is open ended, but allows the Agency to terminate the Agreement upon 60 day written notice. FINANCIAL CONSIDERATIONS: The proposed retainer agreement reflects a reduced hourly rate for attorney services of $145 per hour. On February 18, 1997, the City Council approved the contract with Woodruff, Spradlin and Smart. Staff estimated monthly costs for City, Agency and Capistrano Valley Water District to be approximately $10,000 per month. It is anticipated that the Agency portion of this $10,000 will be $2,500 per month which is consistent with the City's approved budget for legal services. NOTIFICATION: Not Applicable ALTERNATE ACTIONS: 1. Approve the proposed Retainer Agreement for Agency Counsel services with Woodruff, Spradlin and Smart. 2. Do not approve the staff recommendation: or Return to staff for further information FOR CITY COUNCIL AGS 0 s AGENDA ITEM -2- March 4, 1997 RECOMMENDATION: It is recommended that the Agency Board of Directors approve the proposed Retainer Agreement for Agency Counsel Services with Woodruff, Spradlin and Smart. e u��itltie4Ecutive"D ectfuySub 4 o gag Irec Attachment: Proposed Retainer Agreement 0 0 MEMORANDUM TO: John Shaw, City Attorney FROM: Cheryl Johnson, Agency Secretary DATE: March 7, 1997 SUBJECT: Agency Counsel Services Attached is your fully -signed copy of the Retainer Agreement for Agency Counsel Services approved by the Board of March 4, 1997.