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HomeMy WebLinkAboutAGMT - Richards,Watson & Gershon (Legal Services)EXHIBIT A THIRD AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES FOR THE CITY—OF SEAL, BEACH AND AGENCIES OF THE iIITY OF SsAL!, BEACH DATED JUNE 25 2007 4 �• a6 _, . ." ' That certain agreement for legal services dked une 25,.2QQ7.between the City of Seal Beach, the Redevelopment Agency of the City of Seal Beach anal maids Watson & Gershon as previously amended, ("Agreement") is hereby amended8960gwsto be effective as of March 1, 2023: 1. Section 2, "City Attorney and Successor=.Agericy Counsel �s hereby amended in its entirety to read as follows: z'y w C� Nicholas Ghirelli is designated as the "1 1, and counsel to the Suceessor l +iiit• Age - to the Redevelopment Ageney of-ther•. �c ' � '- a other City agencies and authorities. Craig Steele is designated as Senior Counsel The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Ghirelli Steele in the performance of legal services." 3. Every provision of the Agreement not changed by this Third Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. [SIGNATURES ON FOLLOWING PAGE] CITY OF SEAL BEACH DATE: February 13, 2023 By _ 9-�-a -an"m ALA. INGRAM, CITY MA GER GLORIA HARPER, CMC, I RICHARDS, WATSr N A I'oess' a o By CRAIG A. STEELE, PRESIDENT EXHIBIT A SECOND AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF SEAL BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH That certain agreement for legal services originally dated June 25, 2007 between the City of Seal Beach, the former Redevelopment Agency of the City of Seal Beach and Richards, Watson & Gershon ("Agreement"), as previously amended, is hereby amended as follows, to be effective as of November 1, 2021: 1. Exhibit A to the Agreement is amended and replaced with the attached Exhibit A, which is incorporated into the Agreement by this reference. Underlined text is added, text shown in s�kgh is deleted. 4. Every provision of the Agreement not changed by this Second Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. DATE: December 13, 2021 City of Seal Beach and Successor Agency to the Redevelopment Agency of the City of Seal Beach w rK.1361" EXHIBIT A SCOPE OF SERVICES AND APPLICABLE BILLING RATES 1. GENERAL LEGAL SERVICES The general legal services to be provided by the Firm shall include: a. Provide routine legal assistance, advice and consultation to the City Council, Agency and to City and Agency staff, which do not fall within the categories of services listed below in Sections 2, 3, 4 and 5, relating to land use, CEQA, general municipal law issues, routine real estate matters, routine issues arising from franchises, enforcement of the Municipal Code, potential tort liability and risk management; b. Prepare and review legal opinions, ordinances, resolutions, agreements and related documents; C. Review environmental documents; d. Provide legal assistance and advice relating to routine personnel and employment matters, including the drafting of employment agreements; e. Attend all regular meetings of the City Council, Redevelopment Agency Board, Planning Commission, and such other commission meetings as may from time to time be specified by the City; f. Monitor pending state and federal legislation and regulations, and new case law, as appropriate; g. Monitor services provided by special legal counsel; h. Conduct training sessions for City Officials regarding the Brown Act, Political Reform Act and ethics; Attend office hours six hours a week; and j. Perform additional general legal services as may be requested by the City Council, Agency Board, City Manager or Executive Director. The general legal services specified in this Section shall be provided pursuant to a retainer in the sum of $20500 $21,250 per month. As of November 1 2022 general legal services specified in this Section shall be provided pursuant to a retainer in the sum of $22,000 per month. In the event City requires more than 100 hours of general legal services in any three consecutive months, City Manager and City Attorney will confer as to whether certain general services should be treated as Special Services pursuant to Section 3i. 2. ADDITIONAL SERVICES The following services shall be considered Additional Services and shall not be included within the category of General Services: a. Litigation matters and insurance coverage disputes; b. Environmental Legal Services (beyond those specified as general legal services), including but not limited to legal services performed in connection with the preparation of environmental impact reports. C. Real Estate Services (beyond the routine real estate matters specified as general legal services) such as the preparation and review of complex leases and purchase and sale agreements and services performed in connection with the sale or acquisition of property by purchase, lease, eminent domain or otherwise; d. Legal Services performed in connection with federal, state and local taxation; e. Franchise Negotiations and drafting of franchise agreements; f. Legal Services performed in connection with sand replenishment; g. Redevelopment Agency Legal Services; and h. Any other matters specifically approved by the City Council. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services, with a 15% discount. The determination as to whether a particular matter or assignment is to be considered additional services, as opposed to general legal services, will be made jointly by the City Attorney and the City Manager. 3. SPECIAL SERVICES The following services shall be considered Special Services and shall not be included within the category of General Services: a. Labor Relations, Personnel and Employment Advice, (beyond those specified as general legal services), including advice relating to labor relations matters, personnel and employment matters and negotiation of memoranda of understanding; b. Police Legal Services matters; C. Nuisance abatement; d. Preparation of Charter amendments; e. Preparation of the Zoning code; f. Preparation of Municipal Code amendments; g. Preparation of the City's Local Coastal Plan; h. Legal Services performed in connection with any election; and If approved by the City Manager, any legal services performed in connection with a project that would otherwise be general services but, due its complexity or duration, is a special service. The special services specified above shall be billed at the hourly rate of $310. Commencing July 1, 2019, and every year thereafter, the hourly rate for special services shall automatically increase by the annual percentage increase in the salaries the City pays to its management employees. 4. EXTRAORDINARY SERVICES The following services shall be considered Extraordinary Services and shall not be included within the category of General Services: a. Bond Counsel, Disclosure Counsel, Issuer's Counsel and Similar Services; b. Legal Services performed in connection with the proposed development of major property in the City,. including but not limited to the property commonly known as the DWP site, including review of environmental documents prepared in connection therewith; C. Legal Services performed in connection with special assessments; and d. Legal Services performed in connection with hazardous and toxic waste, including but not limited to work related to compliance with state and federal pollution control standards such as the National Pollution Discharge Elimination System (NPDES) permit program. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services. Bond counsel, disclosure counsel, issuer's counsel and similar services shall be compensated at the Firm's then current standard hourly rates, not to exceed a cap which the City Manager believes would be a standard fee for a similar sized transaction of equal complexity. 5. CITY PROSECUTOR SERVICES The Firm shall perform criminal prosecutions of Municipal Code violations at the hourly rate of $165.00 $175.00. RICHWAT-01 1VITITOE Aw^ CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDIVYYYI 9129/2021 THIS CERTIFICATE- IS'ISSUED AS A MATTER INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.3HIS „OF ' CERTIFICATE DOES NOT AFFIRMATIVELY OR�NEGATIVELY AMEND, .EXTEND OR.ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOWa' THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT. BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR'PRODUCER;SAND?HE!CERTIFICATE. HOLDER. __. .. .. 'IMPORTANT: If, the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.. If, SUBROGATION, IS WAIVED, subject.to the terms'and conditions of the policy, certain policies may require an endorsement. A statement om thiwcertificate does not confer; rights to the certificate holder in lieu ofsuchendorsement(s). PRooucER..License # 0814758, Hoffman Brown Company 5000 Van Nuys Blvd. BUT Floor Sherman Oaks, CA 91403 CONTACT Deborah A. Paladino, CIC, IAIP NAME: PHONE FAX (AIC; No, Ext : (818) 808-1050 AIC. N.L(818)986-8510 d aladino hoffmanbrown.com Ao>os: P I NSURER(S(AFFORDING COVERAGE NAIC# 10/1/2021 INSURER A: VI ilant. Ins. Company 20397 PREMISES AMAGE TO oco RENTE�hoe $ 1,000,000 INSURED INSURER B: Federal Insurance Co. 20281 INSURER C: GENERAL AGGREGATE $ 2,000'000 Richards, Watson :&Gershon INSURER D BAUTOMOBILE 350 S. Grarfd'Ave ., #3700 & 3150 Los Angeles, CA 90071-3101 ' INSURER E INSURER F 74967929 10/1@021 COVERAGES CERTIFICATENUMBER- REVISION NUMBER: THIS IS,TO CERTIFY 'THAT -THE 'POLICIES OF°INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE' FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS _ -. R THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, INSURANCE AFFORDED BEEN :CERTIFICATE MAY BE„ISSUED OR SUCH EXCLUSIONS'AND CONDITIONS OF SUCHIPOLICIES; LIMITS SHOWN MAYHAVE$EEN REDUCED BY PAID CLAIMS. POLICIES; INSR ny -”-' -`--- TYPE OFINSURANCE ADDL IN D SUER WVD POLICY NUMBER POLICY EFF MM DIYYYY POLICY EXP MMIDDNYYG LIMITS A I X 1, COMMERCIAL GENERAL LIABILITY1,000,900 CLAIMS -MADE ❑X OCCUR 35293250 10/1/2021 10/112022 EACH OCCURRENCE $ PREMISES AMAGE TO oco RENTE�hoe $ 1,000,000 MED EXP Any one person)Is 10'000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: {POLICY[ �JE . F FlLOG .OTHER' GENERAL AGGREGATE $ 2,000'000 PRODUCTS-COMPIOPAGG $ Included is BAUTOMOBILE X LIABILITY :ANY AUTO OWNED SCHEDULED AUTOS ONLY ,AUTOS AUTOS ONLY _X; .AUTO ONLY 74967929 10/1@021 10/1/2022 B eBION�E-I SINGLE LIMIT I$, 11099,900 BODILYINJURY Perperso"1_ $ BOO I LY INJURY Per adcitlent $ PeOracatle tDAMAGE Is IS UMBRELLA' LIAB; EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE I$ -0EO 'RETENTION$ $ B WORKERS COMPENSATION. ANDEMPLOYERS' LIRTNERI YIN ANY. PROPRIETORIPARTNERIEXECUTIVE WFICERJMEMBER EXCLUDED?' ❑ (mandatory lnN ) If yes, describe under _ _ DESCRIPTION OF OPERATIONS below NIA 71726476 10/1/2021 10/1/2022 X PER 0TH- STATUTE ER E.L. EACH ACCIDENT S 1,000,000 1,000,999 EL DISEASE -EA EMPLOVEDS 1,000,000 E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS'I VEHICLES. (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988-2015 ACORD CORPORATION. All rights reserved.. The ACORD name and logo are registered marks of ACORD C H U BET Liability Insurance Endorsement Policy Period OCTOBER 1, 2021 TO OCTOBER 1, 2022 Effective Date OCTOBER 1, 2021 Policy Number 3529-32-50 WUC Insured RICHARDS WATSON & GERSHON+A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCECOMPANY Date Issued AUGUST 25,2021' This Endorsement applies to the following forms: GENERAL LIA131LITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Persons or organizations shown in the. Schedule are insureds;, but -they are insureds only iFyou are Scheduled Person obligated pursuant to.a contract or agreement to. provide them with such insurance as is afforded by Or Organization this Policy. However, the person ororganization is an insured only: • if and then only to the extent the person. or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured: - • for activities thatdid not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more, specifically identified under any other provision of the Who IsAn Insured section (regardless of any limitation applicable thereto). • with respell toaany assumption of liability (of another person or organization) by them in contract or agreement. This. limitation does, not -apply to. the liability for damages; loss, cost or expense for injury or damage, to which'this insurance applies; that the person or organization would' have in the absence of such contract Or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization ciontInued Form 80-02-2367 (Rev. 5-07) Endorsement Page �1 CHUBB* Liability Endorsement (continued), Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Ifyou are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such anis afforded by this policy, then in such case Insurance - Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF. SEAL BEACH "JILL INGRAM CITY CLERK'S OFFICE" 211 EIGHTH ST. SEAL BEACH; CA 90740 All other terms and conditions remain unchanged. Authorized Representative Liabilityinsurance Additional Insured- Scheduled Person Or Organization last page Form 60-02-2367 (Rev. 5-07) Endorsement Page 2 EXHIBIT A FIRST AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF SEAL BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH DATED JUNE ZS', 2007 That certain agreement for legal services dated June 25, 2007 between the City of Seal Beach, the Redevelopment Agency of the City of Seal Beach and Richards, Watson & Gershon ("Agreement") is hereby amended as follows, to be effective as of July 1, 2018: 1. All references in the Agreement to the "Redevelopment Agency of the City of Seal Beach" shall be changed to "Successor Agency to the Redevelopment Agency of the City of Seal Beach." 2. Section 2, "City Attorney and Redevelopment Agency Counsel" is hereby amended in its entirety to read as follows: "Craig Steele is designated as the City Attorney, and counsel to the Successor Agency to the Redevelopment Agency of the City of Seal Beach and other City agencies and authorities. The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Steele in the performance of legal services." 3. Exhibit A to the Agreement is amended and replaced with the attached Exhibit A, which is incorporated into the Agreement by this reference. Underlined text is added, text shown in striketltfet}el3 is deleted. 4. Every provision of the Agreement not changed by this First Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. {SIGNATURES ON FOLLOWING PAGE] CITY OF SEAL BEACH AND SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF TIIE CITY OF SEAL BEACH DATE: July 23, 2018 By MIKE VARIPAPA, MAYOR ATTEST: ROBIN ROBERTS, MMC, RICHARDS, WATSON & GERSHON A Prof sional Corp tion By YSER O. SUME, CHAIRMAN EXHIBIT A SCOPE OF SERVICES AND APPLICABLE BILLING RATES 1. GENERAL LEGAL SERVICES The general legal services to be provided by the Firm shall include: a. Provide routine legal assistance, advice and consultation to the City Council, Agency and to City and Agency staff, which do not fall within the categories of services listed below in Sections 2, 3, 4 and 5, relating to land use, CEQA, general municipal law issues, routine real estate matters, routine issues arising from franchises, enforcement of the Municipal Code, potential tort liability and risk management; b. Prepare and review legal opinions, ordinances, resolutions, agreements and related documents; C. Review environmental documents; d. Provide legal assistance and advice relating to routine personnel and employment matters, including the drafting of employment agreements; C. Attend all regular meetings of the City Council, Redevelopment Agency Board, Plamming Commission, and such other commission meetings as may from time to time be specified by the City; f. Monitor pending state and federal legislation and regulations, and new case law, as appropriate; g. Monitor services provided by special legal counsel; h. Conduct training sessions for City Officials regarding the Brown Act, Political Reform Act and ethics; i. Attend office hours six hours a week; and j. Perform additional general legal services as may be requested by the City Council, Agency Board, City Manager or Executive Director. The general legal services specified in this Section shall be provided pursuant to a retainer in the sum of 820,009 $20,500 per month. In the event City requires more than 100 hours of general legal services in any three consecutive months, City Manager and City Attorney will confer as to whether certain general services should be treated as Special Services pursuant to Section 3i. I ADDITIONAL SERVICES The following services shall be considered Additional Services and shall not be included within the category of General Services: a. Litigation matters and insurance coverage disputes; b. Environmental Legal Services (beyond those specified as general legal services), including but not limited to legal services performed in connection with the preparation of enviromnental impact reports. C. Real Estate Services (beyond the routine real estate matters specified as general legal services) such as the preparation and review of complex leases and purchase and sale agreements and services performed in connection with the sale or acquisition of property by purchase, lease, eminent domain or otherwise; d. Legal Services performed in connection with federal, state and local taxation; e. Franchise Negotiations and drafting of franchise agreements; f. Legal Services performed in connection with sand replenishment; g. Redevelopment Agency Legal Services; and It. Any other matters specifically approved by the City Council. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services, with a 15% discount. The determination as to whether a particular matter or assignment is to be considered additional services, as opposed to general legal services, will be made jointly by the City Attorney and the City Manager. 3. SPECIAL SERVICES The following services shall be considered Special Services and shall not be included within the category of General Services: a. Labor Relations, Personnel and Employment Advice, (beyond those specified as general legal services), including advice relating to labor relations matters. personnel and employment matters and negotiation of memoranda of understanding; b. Police Legal Services matters; C. Nuisance abatement; d. Preparation of Charter amendments; C. Preparation of the Zoning code; f. Preparation of Municipal Code amendments; g. Preparation of the City's Local Coastal Plan; h. Legal Services performed in connection with any election; and i. If approved by the City Manager, any legal services performed in connection with a project that would otherwise be general services but, due its complexity or duration, is a special service. The special services specified above shall be billed at the hourly rate of $300 $310. Commencing July 1, 2440 2019, and every year thereafter, the hourly rate for special services shall automatically increase by the annual percentage increase in the salaries the City pays to its management employees. 4. EXTRAORDINARY SERVICES The following services shall be considered Extraordinary Services and shall not be included within the category of General Services: a. Bond Counsel, Disclosure Counsel, Issuer's Counsel and Similar Services; b. Legal Services performed in connection with the proposed development of major property in the City, including but not limited to the property commonly known as the DXVP site, including review of environmental documents prepared in connection therewith; C. Legal Services performed in connection with special assessments; and d. Legal Services performed in connection with hazardous and toxic waste, including but not limited to work related to compliance with state and federal pollution control standards such as the National Pollution Discharge Elimination System (NPDES) permit program. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services. Bond counsel, disclosure counsel, issuer's counsel and similar services shall be compensated at the Firm's then current standard hourly rates, not to exceed a cap which the City Manager believes would be a standard fee for a similar sized transaction of equal complexity. 5. CITY PROSECUTOR SERVICES The Firm shall perform criminal prosecutions of Municipal Code violations at the hourly rate of $-165.0 $175.00. RICHARDSI WATSONI GERSHON 2014 STANDARD BILLING RATES YEARS OF HOURLY PRACTICE RATE SHAREHOLDERS 20+ $425-$500 SHAREHOLDERS 15+ $415 SHAREHOLDERS 7+ $395 SR. ATTORNEYS 20+ $415-$440 SR. ATTORNEYS 15+ $400-$415 SR. ATTORNEYS 7+ $385 ASSOCIATES 6+ $295 ASSOCIATES 5+ $295 ASSOCIATES 4+ $285 ASSOCIATES 3+ $275 ASSOCIATES 2+ $270 ASSOCIATES 1+ $250 ASSOCIATES 1- $225 LAW CLERKS $195 SR. PARALEGALS $170-$195 PARALEGALS $150 LITIGATION SUPPORT $155 01/01/2014 "l AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF SEAL BEACH AND THE SEAL BEACH REDEVELOPMENT AGENCY This Agreement is made and entered into by and between the law firm of RICHARDS, WATSON & GERSHON, a professional corporation ("Firm"), and the CITY OF SEAL BEACH and'the SEAL BEACH REDEVELOPMENT AGENCY (collectively "City"). RECITALS A. The Firm has been discharging'the duties of the offices of City Attorney in accordance with Section 704 of the Seal Beach City Charter since 1972 and has been Legal Counsel to the Seal Beach Redevelopment Agency since its inception. B. Since 1972, there has been a series of contracts and amendments concerning the terms of the relationship between the Firm and the City. C. On October 24, 2005, the Seal Beach City Council adopted a report entitled, "Use of AttomeyHours, Services and Costs." The report recommended a number of measures to contain legal costs, including: Monitoring services provided by special counsel. 2._ Reforming the Civil.Service System. 3. Updating the Zoning Code and Local Coastal Plan. 4. Analyzing general services to determine whether more services can be included within the retainer portion of the contract. Reviewing other legal services to determine whether the Firm can provide further discounts on certain matters. D. To adopt these measures, the City and the Firm desire to replace all former contracts, agreements and amendments with this Agreement for Legal Services which provides that the Firm will discharge the duties of the offices of City Attorney and Redevelopment Legal Counsel as specifically set forth herein. E. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to discharge the duties of the offices of City Attorney and Redevelopment Legal Counsel and to provide the services contemplated by this Agreement. NOW, THEREFORE, the parties hereto agree as follows: 57296-0001\9789970.doc -1- Scope of Services. Pursuant to the Official Charter of the City of Seal Beach, the Firm shall discharge the duties of the office of City Attorney and shall use its best efforts to provide legal services in a competent and professional manner. Pursuant to the Seal Beach Redevelopment Agency by-laws, the Firm shall advise the Agency on all legal matters. The Firm shall provide all legal services to the City of the kind and nature typically provided by an in-house City Attorney's office, Redevelopment Legal Counsel and the other legal services described herein, upon the request of the City Council, City Manager, Executive Director and department heads. The legal services to be provided by the Firm shall consist of those set forth in Exhibit "A" attached hereto and shall be billed at the rates set forth therein. City Attorney and Redevelopment Counsel. Quinn M. Barrow was swom in as City Attorney for the City of Seal Beach in 1993 and is hereby designated as Legal Counsel for the Seal Beach Redevelopment Agency. The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Barrow in the performance of legal services. Billing Procedures and Monthly Statements. a. The Firm shall submit to the City, within 30 days after the end of each calendar month, an itemized statement of the legal services provided and the time expended providing those services in the form customarily submitted by the Firm to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within 30 days of the billing date. b. The Firm will bill the City for its out-of-pocket costs and expenses such as, but not limited to, long distance telephone calls, filing fees, document duplication, facsimile transmission, computerized legal research, word-processing, and similar items. These items will be separately designated on the Firm's monthly statements as "disbursements," and will be billed in addition to the fees for professional services. C. Time will be charged by the Firm in increments of 1/10 of an hour (i.e., six -minute units). The rate structure in general, or the rates of particular attorneys, may be increased from time to time, after written notice to the City. 4. Resolution of Fee Disputes. The City is entitled to require that any fee dispute be resolved by binding arbitration pursuant to applicable arbitration rules for legal fee disputes. In the event that the City chooses not to utilize the Orange County Bar Associations arbitration procedures, the City agrees that all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in Los Angeles to be conducted by the American Arbitration Association in accordance with its commercial arbitration rules. 57296-0001\978997v3.doc -2- Term of the Agreement. This Agreement shall commence as of July 1, 2007 and shall be and remain in full force and effect until amended by written agreement between the parties, or unless terminated in accordance with the provisions of Section 6 hereof. 6. Termination of the Agreement. The City may terminate the Firm's representation at any time, with or without cause, subject to an obligation to give notice in writing to the Firm at least 30 days prior to termination. The Firm may terminate its representation, subject to an obligation to give to the City written notice at least 90 days prior to termination. In either circumstance, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record. The Firm agrees to cooperate fully in any such transition, including transferring files promptly. Notwithstanding the termination of the Firm's representation, the City will remain obligated to pay to the Firm all fees and costs incurred prior thereto, and to pay such fees and costs in connection with services which have been requested following such termination. Files. All legal files of the Finn pertaining to the City shall be and remain the property of the City. The Finn will control the physical location of such legal files during the term of this Agreement. 8. Modifications to the Agreement. Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of the Firm's professional services to be rendered hereunder shall require the prior written approval of the City Manager. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by the Firm and paid by the City. 9. Independent Contractor. No employment relationship is created by this Agreement. The Firm shall, for all purposes, be an independent contractor to the City. 10. Nondiscrimination. In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation or.medical condition. The Finn shall take affinnative action to insure that applicants are -employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin, sexual orientation or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training. 57296-0001\978997v3.doc -3- 11. Assignment and Delegation. This Agreement contemplates the personal professional services of the Finn and this Agreement, or any portion thereof, shall not be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to perform services in a particular practice area. Delegation shall not be made without the prior approval of the City Manager or in the case of the Agency, the Executive Director. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto. 12. Insurance. a. The Firm shall obtain and maintain in full force and effect a professional liability insurance policy that,provides coverage in an amount not less than $2,000,000 per occurrence and $7,000,000 aggregate. Such insurance may be subject to a self-insured retention or deductible to be home entirely by the Finn. b. The Firm shall obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code. C. The Firm agrees to notify City in the event the limits of its insurance should fall below the coverages stated in this paragraph or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained. 13. Indemnification. The Firm agrees to indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims or losses caused by any negligent or willful act, error or omission of the Firm or any person employed by the Firm in the performance of this Agreement. 14. Entire Agreement. This Agreement shall constitute the full and complete agreement and understanding of the parties and shall be deemed to supersede all other written or oral statements of either party relating to the subject matter hereof. (Agreement continues) 57296-0001\978997v3.doc -4- IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. CITY OF SEAL BEACH DATE: June, 2007 By ; - (W L A 4 ,, , JOHN LARSON, MAYOR SEAL BEACH REDEVELOPMENT AGENCY By CHARLES ANTOS, CHAIR ATTEST: ACIT CLERK AND AGENCY SECRETARY RICHARDS, WATSON & GERSHON A Profe ssional Corporation By d CHAIRMAN OF THE BOARD S7296-0001\978997v3.doc -5- EXHIBIT A SCOPE OF SERVICES AND APPLICABLE BILLING RATES 1. GENERAL LEGAL SERVICES The general legal services to be provided by the Firm shall include: a. Provide routine legal assistance, advice and consultation to the City Council, Agency and to City and Agency staff, which do not fall within the categories of services listed below in Sections 2, 3, 4 and 5, relating to land use, CEQA, general municipal law issues, routine real estate matters, routine issues arising from franchises, enforcement of the Municipal Code, potential tort liability and risk management; b. Prepare and review legal opinions, ordinances, resolutions, agreements and related documents; C. Review environmental documents; d. Provide legal assistance and advice relating to routine personnel and employment matters, including the drafting of employment agreements; e. Attend all regular meetings of the City Council, Redevelopment Agency Board, Planning Commission, and such other commission meetings as may from time to time be specified by the City; f. Monitor pending state and federal legislation and regulations, and new case law, as appropriate; g. Monitor services provided by special legal counsel; h. Conduct training sessions for City Officials regarding the Brown Act, Political Reform Act and ethics; Attend office hours six hours a week; and Perform additional general legal services as may be requested by the City Council, Agency Board, City Manager or Executive Director. The general legal services specified in this Section shall be provided pursuant to a retainer in the sum of $20,000 per month. In the event City requires more than 100 hours of general legal services in any three (3) consecutive months, City Manager and City Attorney will confer as to whether certain general services should be treated as Special Services pursuant to Section 3i. S7296-0001\978997v3.doc -6- 2. ADDITIONAL SERVICES The following services shall be considered Additional Services and shall not be included within the category of General Services: a. Litigation matters and insurance coverage disputes; Environmental Legal Services (beyond those specified as general legal services), including but not limited to legal services performed in connection with the preparation of environmental impact reports. C. Real Estate Services (beyond the routine real estate matters specified as general legal services) such as the preparation and review of complex leases and purchase and sale agreements and services performed in connection with the sale or acquisition of property by purchase, lease, eminent domain or otherwise; d. Legal Services performed in connection with federal, state and local taxation; e. Franchise Negotiations and drafting of franchise agreements; f. Legal Services performed in connection with sand replenishment; g. Redevelopment Agency Legal Services; and h. Any other matters specifically approved by the City Council. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services, with a 15% discount. The determination as to whether a particular matter or assignment is to be considered additional services, as opposed to general legal services, will be made jointly by the City Attorney and the City Manager. 3. SPECIAL SERVICES The.following services shall be considered Special Services and shall not be included within the category of General Services: a. Labor Relations, Personnel and Employment Advice, (beyond those specified as general legal services), including, advice relating to labor relations matters, personnel and employment matters and negotiation of memoranda of understanding; b. Police Legal Services matters; C. Nuisance abatement; d. Preparation of Charter amendments; C. Preparation of the Zoning code; S7296-0001\978997v3.doe -7- Preparation of Municipal Code amendments; g. Preparation of the City's Local Coastal Plan; h. Legal Services performed in connection with any election; and If approved by the City Manager, any legal services performed in connection with a project that would otherwise be general services but, due its complexity or duration, is a special service. The special services specified above shall be billed at the hourly rate of $300. Commencing July 1, 2010, and every year thereafter, the hourly rate for special services shall automatically increase by the annual percentage increase in the salaries the City pays to its management employees. 4. EXTRAORDINARY SERVICES The following services shall be considered Extraordinary Services and shall not be included within the category of General Services: a. Bond Counsel, Disclosure Counsel, Issuer's Counsel and Similar Services; b. Legal Services performed in connection with the proposed development of major property in the City, including but not limited to the property commonly known as the DWP site, including review of environmental documents prepared in connection therewith; G. Legal Services performed in connection with special assessments; and d. Legal Services performed in connection with hazardous and toxic waste, including but not limited to work related to compliance with state and federal pollution control standards such as the National Pollution Discharge Elimination System (NPDES) permit program. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services. Bond counsel, disclosure counsel, issuer's counsel and similar services shall be compensated at the Firm's then current standard hourly rates, not to exceed a cap which the City Manager believes would be a standard fee for a similar sized transaction of equal complexity. 5. CITY PROSECUTOR SERVICES The.Firm shall perform criminal prosecutions of Municipal Code violations at the hourly rate of $165.00. 57296-0001\9789970.doc -8- RICHARDSI WATSONI GERSHON 2014 STANDARD BILLING RATES 01/0112014 YEARSOF HOURLY PRACTICE RATE SHAREHOLDERS 20+ $425-$500 SHAREHOLDERS 15+ $415 SHAREHOLDERS 7+ $395 SR. ATTORNEYS 20+ $415-$440 SR. ATTORNEYS 15+ $400-$415 SR. ATTORNEYS 7+ $385 ASSOCIATES 6+ $295 ASSOCIATES 5+ $295 ASSOCIATES 4+ $285 ASSOCIATES 3+ $275 ASSOCIATES 2+ $270 ASSOCIATES 1+ $250 ASSOCIATES 1- $225 LAW CLERKS $195 SR. PARALEGALS $170-$195 PARALEGALS $150 LITIGATION SUPPORT $155 01/0112014 5/24/2007 1 RICHARDS, WATSON & GERSHON 2007 STANDARD BILLING RATES YEARS OF HOURLY PRACTICE RATE SHAREHOLDERS: MARKMAN 35+ $425 DORSEY 30+ $420 STRAUSZ 30+ $420 KAUFMANN 30+ $420 GRAYSON 30+ $420 ABBOTT 30+ $420 BROWNE 25+ $420 STEPANICICH 25+ $420 THORSON 25+ $420 BARROW 25+ $420 KUNERT 25+ $420 LYNCH 25+ $420 JIMBO 20+ $400 CECCON 20+ $400 CURLEY 20+ $400 GALLOWAY 20+ $460 ENNIS 20+ $400 ESTRADA 15+ $385 HARRIS, R. 15+ $385 WIENER 15+ $385 DANNER 15+ $385 ORR 15+ $385 KIM 15+ $385 ASAMURA 15+ $385 SUME 15+ $385 COLESON 10+ $360 PIERCE 10+ $360 STEELE 10+ $360 BOGA 10+ $360 BOND 10+ $360 CLARKE 10+ $360 DIAZ 10+ $360 YOSHIBA 10+ $360 HO-URANO 7+ $335 GUTIERREZ-BAEZA 7+ $335 5/24/2007 1 • • RICHARDS, WATSON & GERSHON 2007 STANDARD BILLING RATES YEARS OF HOURLY PRACTICE RATE SR. ATTORNEYS LAMKEN 35+ $425 KRAMER 35+ $425 RUDELL 35+ $425 DUPONT 25+ $410 GREYSON 25+ $410 FOX 25+ $390 BATTERSBY 20+ $400 WEAVER 20+ $400 HAKMAN 15+ $250 KARPIAK 10+ $360 PITTMAN 10+ $360 DUNSMORE 10+ $360 BOWMAN 10+ $360 ABBE 7+ $335 CHUANG 7+ $335 ENRIQUEZ 7+ $335 ASSOCIATES BOBKO 6+ $275 SNOW 5+ $275 KHALSA 4+ $255 GIOVINCO 3+ $245 LEE 3+ $245 ORTIZ 3+ $245 ALDERSON 3+ $245 LAUZARDO 3+ $245 MARROQUIN 2+ $230 MABEE 2+ $230 PETRUSIS 2+ $230 STINNETT 2+ $230 FLOWER 2+ $230 COHEN 1+ $210 TAM 1+ $210 CHO 1+ $210 WARD 1- $195 POWER 1- $195 BAILEY 1- $195 5/24/2007 2 RICHARDS, WATSON & GERSHON 2007 STANDARD BILLING RATES YEARS OF HOURLY PRACTICE RATE LAW CLERKS $175 SUAUKER CLERKS FIEDLER $175 GONZALES $175 KLIMA $175 VARAT $175 SR. PARALEGALS: LIBERTY $170 PARALEGALS: KRANE $145 CHAU $125 5/24/2007 3 AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF SEAL BEACH This Agreement is made and entered into by and between the law firm of RICHARDS, WATSON & GERSHON, a professional corporation (hereinafter "the Firm"), and the CITY OF SEAL BEACH (hereinafter "City"). R E C I T A L S: A. The Firm has been discharging the duties of the office of City Attorney for the City since 1972, in accordance with Section 704 of the Official Charter of the City. B. During the period that the Firm has been the City Attorney for the City, there has been a series of contracts and amendments concerning the terms of the relationship between the Firm and the City. C. The City and the Firm desire to replace all former contracts, agreements and amendments with this Agreement for Legal Services which provides that the Firm will discharge the duties of the office of City Attorney as specifically set forth herein. D. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to discharge the duties of the office of City Attorney and to provide the services contemplated by this Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services. Pursuant to the Official Charter of the City of Seal Beach, the Firm shall discharge the duties of the office of City Attorney of the City and shall use its best efforts to provide legal services in a competent and professional manner. The Firm shall provide all legal services to the City of the kind and nature typically provided by an in-house City Attorney's office and the other legal services described herein, upon the request of the City Council, City Manager, and department heads. The legal services to be provided by the Firm shall consist of those set forth in Exhibit "A" attached hereto and shall be billed at the rates set forth therein. 930921 572%.00001 Isj A475.QMB 3 2. Designation of City Attorney. Quinn M. Barrow is designated as City Attorney for the City. The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Barrow in the performance of this Agreement. 3. Billing Procedures and Monthly Statements. A. The Firm shall submit to the City, within thirty (30) days after the end of each calendar month, an itemized statement of the legal services provided and the time expended providing those services in the form customarily submitted by the Firm to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within thirty (30) days of the billing date. B. The Firm will bill the City for its out-of- pocket costs and expenses such as, but not limited to, long distance telephone calls, filing fees, document duplication, computerized legal research, word-processing, and similar items. These items will be separately designated on the Firm's monthly statements as "disbursements," and will be billed in addition to the fees for professional services. C. Time will be charged by the Firm in increments of 1/10 of an hour (i.e., six -minute units). The rate structure in general, or the rates of particular attorneys, may be increased from time to time, after written notice to the City. To the extent feasible, such adjustments will be made so as to coincide with the beginning of the City's fiscal year. 4. Resolution of Fee Disputes. The City is entitled to require that any fee dispute be resolved by binding arbitration pursuant to applicable arbitration rules for legal fee disputes. In the event that the City chooses not to utilize the Orange County Bar Association's arbitration procedures, the City agrees that all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in Los Angeles to be conducted by the American Arbitration Association in accordance with its commercial arbitration rules. 5. Term of the Agreement. This Agreement shall commence as of July 1, 1993 and shall be and remain in full force and effect until amended by written agreement between the parties, or unless terminated in accordance with the provisions of section 6 hereof. 930921 57296.00001 lei A475.Q1.M 3 — 2 — 6. Termination of the Agreement. The City may terminate the Firm's representation at any time, with or without cause, subject to an obligation to give notice in writing to the Firm upon such termination. The Firm may terminate its representation, subject to an obligation to give to the City written notice at least ninety (90) days prior to termination. In either circumstance, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record. The Firm agrees to cooperate fully in any such transition, including transferring files promptly. Notwithstanding the termination of the Firm's representation, the City will remain obligated to pay to the Firm all fees and costs incurred prior thereto, and to pay such fees and costs in connection with services which have been requested following such termination. 7. Files. All legal files of the Firm pertaining to the City shall be and remain the property of the City. The Firm will control the physical location of such legal files during the term of this Agreement. 8. Modifications to the Agreement. Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of the Firm's professional services to be rendered hereunder shall require the prior written approval of the City Manager. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by the Firm and paid by the City. 9. Independent Contractor. No employment relationship is created by this Agreement. The Firm shall, for all purposes, be an independent contractor to the City. 10. Nondiscrimination. In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation or medical condition. The Firm shall take affirmative action to insure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin, sexual orientation or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment 930921 57296.00001 lei A475.QMB 3 — 3 — advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training. 11. Assignment and Delegation. This Agreement contemplates the personal professional services of the Firm and this Agreement, or any portion thereof, shall not be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to perform services in a particular practice area. Delegation shall not be made without the prior approval of the City Manager. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto. 12. Insurance. A. The Firm shall obtain and maintain in full force and effect a professional liability insurance policy which provides coverage in an amount not less than $2,000,000 per occurrence and $4,000,000 aggregate. Said insurance policy shall provide coverage to the City for any damages or losses suffered by the City as a result of any error or omission or neglect by the Firm which arises out of the professional services required by this Agreement. Such insurance may be subject to a self- insured retention or deductible to be borne entirely by the Firm. B. The Firm shall obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code. C. The Firm shall obtain and maintain in full force and effect comprehensive general liability insurance in an amount not less than $2,000,000, which insurance shall cover owned, hired and non -owned vehicles. D. All insurance coverages specified above shall provide for a minimum of thirty (30) days notice of cancellation by the insurance carrier, and shall be maintained in full force and effect throughout the term of this Agreement. 13. Indemnification. The Firm agrees to indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims or losses arising out of or attributable to any negligent or willful act, error or omission of the Firm or any person employed by the Firm in the performance of this Agreement. 930921 57296.00001 laj A475.QNM 3 — 4 — 14. Entire Agreement. This Agreement shall constitute the full and complete agreement and understanding of the parties and shall be deemed to supersede all other written or oral statements of either party relating to the subject matter hereof. IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. CITY OF SEAL BEACH By �d'�f� ✓� �� Ti(.C� GWEN FORSYTHE, MAYOR RICHARDS, WATSON & GERSHON A Professional Corporation By CHAIRMAN OF :%-• 930921 57296.00001 18i A475.QMB 3 - 5 - EXHIBIT "A" SCOPE OF SERVICES AND APPLICABLE BILLING RATES I. GENERAL LEGAL SERVICES A. The general legal services to be provided by the Firm to the City shall include, without limitation, the following: 1. Provide routine legal assistance, advice and consultation to the City Council and to City staff relating to land use, CEQA, general municipal law issues, enforcement of the Municipal Code and potential tort liability. 2. Prepare and review legal opinions, ordinances, resolutions, agreements and related documents. 3. Review environmental documents. 4. Provide legal assistance and advice relating to routine personnel and employment matters. 5. Attend all regular meetings of the City Council and the Planning Commission, and such other commission meetings as may from time to time be specified by the City, excluding meetings of the Civil Service Commission. 6. Monitor pending state and federal legislation and regulations, and new case law, as appropriate. 7. Perform such other or additional general legal services as may be requested by the City, acting by and through the City Council or the City Manager. B. The general legal services specified in paragraph A above shall be provided pursuant to a retainer in the sum of $13,500 per month. C. If the general legal services specified in paragraph A above require in excess of 100 hours per month, the additional time will be billed at the rate of $140 per hour. 930921 57296.00001 18j A475.QMB 3 - 6 - II. ADDITIONAL SERVICES The additional services to be provided by the Firm on behalf of the City shall include, without limitation, the following: A. Litigation matters currently being handled by the Firm and litigation matters hereafter assigned by the City to the Firm; B. Labor Relations matters, including negotiation of employment contracts and memoranda of understanding, and representation at employee discipline proceedings conducted by the City's Civil Service Commission, and any appeals therefrom; C. Redevelopment Agency Legal Services; D. Bond Counsel Services; E. Environmental Legal Services (beyond those specified as general legal services), including but not limited to, legal services performed in connection with the Bolsa Chica project, the proposal by Unocal to reactivate its on -shore facilities, and other matters specifically approved by the City Manager; F. Legal Services performed in connection with the proposed development of the property commonly known as the Bixby property, including review of environmental documents prepared in connection therewith; G. Legal Services performed in connection with any election; H. Real Estate Services such as the preparation and review of leases and purchase and sale agreements and services performed in connection with the sale or acquisition of property by purchase, lease, eminent domain or otherwise; I. Legal Services performed in connection with federal, state and local taxation; J. Legal Services performed in connection with borrowing money by the issuance of bonds or otherwise; K. Legal Services performed in connection with special assessments; L. Legal Services performed in connection with hazardous and toxic waste; and 930921 57296.00001 Isj A475.QMB 3 — 7 — M. Any other matters specifically approved by the City Council. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services, subject to any "cap" which may be agreed upon between the Firm and the City. The determination as to whether a particular matter or assignment is to be considered additional services, as opposed to general legal services, will be made jointly by the City Attorney and the City Manager. III. CITY PROSECUTOR SERVICES The Firm shall perform criminal prosecutions of City Code violations at the hourly rate of $125.00. 930921 57296.00001 bi A475.QMB 3 — 8 — N AGREEMENT . THIS AGREEMENT is made by and between the CITY OF SEAL BEACH, ,a municipal corporation ("CITY" hereinafter) and the law firm of RICHARDS, WATSON, DREYFUSS & GERSHON 615 South Flower Street, Los Angeles;. California, a partnership .("FIRM" hereinafter). R, E G I';.T. A L S WHEREAS, CITY desires to employ a City Attorney and. to -obtain legal servi.ces on a continuing basis relating to al'l,aspects of its affairs as a,municipal corporaaion;and, WHEREAS,.`FIRM is able to provide such City Attorney and assistants and deputies as required and is.fqualifi'ed 'and,willing to provide said, legal services to City. NOW, THEREFORE, the parties agree'as follows: 1. FIRM.agrees to make available•G1enn.R. Watson to act' as City Attorney and•assistants'and deputies as needed and to furnish all legal services requested of FIRM by the City Council of CITY. . 2. The.FIRM agrees'to'provide all legal services required" by the CITY, including but not limited to" .attendance. at -al l City Counci;h,,meet.ings, attendance at -any meetings of CITY, Boards or -Commissions as necessary, preparation of ordinances, resolutions, contracts, opinion letters or other"necessary legal.documents, advisingi;and conferring -with CITY staff, Councilmen and Commissioners regarding legal matters.pertaining to the business of the CITY, handling any litigation as directed by the City Council or required 3. CITY agrees to pay to,FIRM the sum of $1,500.00 per month, plus the value of any time expended over and above 30 hours per month at a"rate equivalent to the usual hourly billing rates charged for.legal services rendered by FIRM. 4. This Agreement shall become effective when signed by both parties hereto, and shall continue in effect until terminated by either party hereto at_the,end of any calendar month, upon thirty days written notice to the other party. EXECUTED''this 2nd day of J6.6uar.y,::1.974. CITY,OF SEAL BEACH Mayor or Mayor Pro Tem ATTEST: RICHARDA WATSON, DREYFUSS & GERSHON' BY: GLENN R. WATSON -2- AMENDMENT TO AGREEMENT THE AGREEMENT by and between the CITY OF SEAL BEACH, a munici- pal corporation (."CITY", hereinafter) and the law firm of RICHARDS, WATSON & DREYFUSS, 615 South Flower Street, Suite 2108, Los Angeles, California, a partnership ("FIRM", hereinafter) is hereby amended as follows: Section 1. FIRM agrees to make available Glenn R. Watson to act as City Attorney and Thomas Winfield as Assistant City Attorney, and to furnish all legal services requested of FIRM by the City Council of CITY. Sections 2, 3, 4, and 5 of the AGREEMENT entered into between CITY AND FIRM, executed April 14, 1971, are not affected by this AMENDMENT and remain in full force and effect as originally agreed upon EXECUTED this 13th day of March, 1972. ATTEST: C' y Clerk/ CITY OF SEAL JBEACH BY Mayor IN RICHARDS, WATSON & DREYFUSS AGREEMENT THIS AGREEMENT is made by and between the CITY OF SEAL BEACH, a municipal corporation ("CITY", hereinafter) and the law firm of RICHARDS, WATSON & DREYFUSS, 615 South Flower Street, Suite 2108, Los Angeles, California, a partnership ("FIRM", hereinafter). R E C I T A L S WHEREAS,,CITY desires to employ a City Attorney and Deputy City Attorney and;to obtain legal services on a continuing basis relating to all aspects.of its affairs as a municipal corporation; and, i, WHEREAS, FIRM is able to provide such City Attorney and Deputy City Attorney and is qualified and willing to provide said legal services to CITY. NOW,. THEREFORE, the parties agree as follows: 1. FIRM agrees to make available Glenn R. Watson to act as City Attorney and Frederic S. Keeler, Jr. as Deputy City Attorney, and to furnish all legal services requested of 'FIRM by the City Council of CITY. 2. CITY agrees to pay to FIRM the sum of $1,000.00 per month as full compensation for such City Attorney and Deputy City Attorney services and for legal services rendered by FIRM pursuant to paragraph -1 above, except as provided in paragraphs 3 and 4 below. Compensation for legal services rendered by FIRM during the month of April, 1971 (except thos services referred to in paragraphs 3 and 4 below), shall be the sum of $600.00. -1- 3. CITY further agrees to pay FIRM at .-its usual bill- ing rates, which run from $25.00 -to $80.00 per hour, for legal services rendered by FIRM related to litigation,ocourt; or other appearances or hearings, the Redevelopment Agency of CITY, other public agencies, matters.:requiring extensive documentation, and other special assignments. 4. FIRM agrees to conduct a legal analysis and examina- tion of all contracts, ordinances and.resolutions, and other actions taken, made, or enacted by CITY between April, 1, 1970, and the effective date of this agreement, and to file a written' report with the City Council of CITY -disclosing its findings and any recommendations in regards thereto. CITY agrees to pay to FIRM the sum of $2;500:00 therefor upon completion of said services. 5.' This agreement shall become effective when signed by both parties hereto, and,shall continue in effec£ until terminated by either party hereto at the end of any calendar month, upon thirty days written notice to the other party. EXECUTED this -14th day of April, 1971. ATTEST: �% Uity Clerk RICHARDS, WATSON'& DREYFUSS Bycz Glenn R. Watson -2- CITY OF SEAL BEACH Mayor or Mayot roelan RICHWAT-03 ELEM AcoRO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 9/26/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CQNTACT Martha De La Torre N ME: Acrisure Southwest Partners Insurance Services,LLC PHONE 808-1049 FAX No): 4000 Westerly Place (A/c,No,Ext):(818 ) Suite 110 n? SS:MDelatorre@acrisure.com Newport Beach,CA 92660 INSURER(S)AFFORDING COVERAGE NAIC C INSURER A:Vigilant Insurance Company 20397 INSURED INSURER B:Federal Insurance Company 20281 Richards,Watson&Gershon INSURER C: 350 S.Grand Ave.,#3700&3150 INSURER D: Los Angeles,CA 90071-3101 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMMIDD/YYYYI IMMIDDIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 35293250 10/1/2024 10/1/2025 °PREMISES(EaE Rencel $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY FM: X LOC PRODUCTS-COMP/OP AGG $ Included OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 LEa accdentl $ _ ANY AUTO 74967929 10/1/2024 10/1/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSRE� ONLY AUTOS BODILYB INJURY(Per accident) $ X AUTOS ONLY X AUTOi ONLY Per acadent)AMAGE B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 9,000,000 EXCESS LIAB CLAIMS-MADE 79611586 10/1/2024 10/1/202$ AGGREGATE $ 9,000,000 DED RETENTION$ $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTF ER ANY PROPRIETOR/PARTNER/EXECUTIVE 71726476 10/1/2024 10/1/2025 1,000,000 OFFICEOPRIETg EER EXCLUDED? N IA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Seal Beach,its employees,officers and agents are named as an Additional Insured as required by written contact per Endorsement Form#80-02-2367 attached. Coverage subject to policy terms,conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Jill Ingram,City Clerk 211 Eighth St. Seal Beach,CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B B° Liability Insurance Endorsement Policy Period OCTOBER 1,2024 TO OCTOBER 1,2025 Effective Date OCTOBER 1,2024 Policy Number 3529-32-50 WUC Insured RICHARDS WATSON&GERSHON A PROFESSIONAL CORPORATION Name of Company VIGILANT INSURANCE COMPANY Date Issued AUGUST 30,2024 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance, Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF SEAL BEACH "JILL INGRAM CITY CLERKS OFFICE" 211 EIGHTH ST. SEAL BEACH,CA 90740 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2