07-010, Wulfsberg Reese Colvig & Firstman, Professional Corporation
07-010
LEGAL SERVICES AGREEMENT
INTRODUCTION
This Legal Services Agreement (the "Agreement") IS made between the City of
Cupertino ("City") and Wulfsberg Reese Colvig & Firstman Professional Corporation
("Attorney" or "Attorneys").
RECITAL
The City desires Attorneys, and Attorneys agree, to represent it with respect to various
matters, including design, construction and construction management issues, including contract
drafting, negotiation, and claims, and other matters for which City and Attorneys shall mutually
agree.
AGREEMENT
ACCORDINGLY, City and Attorneys agree as follows:
1. Scope of Representation. Attorneys will furnish legal services to City
with respect to various legal services which may arise from time to time.
2. Limit of Authorization. Attorney shall secure advance authorization for
all expenditures of attorney time or costs under this Agreement expected to exceed $1,000, to be
negotiated from time to time in the form of budget authorizations for work activities (designated
as work "tasks"). At City's request, Attorney shall provide City with written budget estimates
and secure authorization confirmed in writing for all expenditures of time and expense expected
to exceed $1,000, except in the case of emergencies, in which case telephonic or oral
authorization promptly confirmed by email or facsimile transmission shall be sufficient.
Attorneys' services provided pursuant to this Agreement shall not exceed $10,000 without the
City's prior written authorization.
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3. Term. The term of this Agreement begins on January 2, 2007, and
continues until terminated as set forth below.
4. Compensation. Compensation to Attorneys shall be made on the basis of
the hourly rate schedule dated January 1,2006, a copy of which is attached as Exhibit A to this
Agreement and is by this reference incorporated herein. Attorneys may change these rates but
shall provide thirty (30) days advance notice of any rate increases.
5. Monthlv Statements. Billings will be given City by Attorneys on
approximately a monthly basis. Statements shall include the identity of each person performing
service, a brief description of the work performed, the billing rate for each person performing the
service, and the amount of fees charged for the services performed. Each monthly invoice shall
bill in .10 hour increments and shall include the total hours performed during that billing period.
In addition to such compensation, City shall reimburse Attorneys for their direct out-of-pocket
litigation and related legal expenses, such as travel expenses, copying costs, telephone and fax
charges, overnight courier services, messenger charges, postage expenses, court reporter's fees
and similar items, all of which shall be described on Attorneys' monthly statements and will be
billed to City at the rates set forth in Exhibit A or at Attorneys' cost. Statements to City are due
and payable thirty days from the date they are issued.
6. Direction and Control. Attorneys' work under this Agreement shall be
directed and controlled solely by City's Authorized Representatives, who shall be designated in
writing. Until otherwise indicated in writing, the City's Authorized Representatives shall be
Charles Kilian and Terry Greene.
7. Termination. This Agreement may be terminated by City at any time.
Upon termination, Attorneys shall transfer to the City or to its new attorneys all files, written
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material, and documents relating to the representation except whatever work product is the
exclusive property of Attorneys such as internal communications among attorneys and staff of a
non-substantive nature. Attorneys may at their own expense retain copies of any or all of the
files, documents or other materials transferred upon termination. Attorneys will be available to
consult with the City or its new attorneys in accordance with the terms of this Agreement for a
reasonable time following any termination of this Agreement.
8. Records. Except for original timesheets, Attorneys will retain all records
relating to their representation of the City in connection with a matter for a period of ten years
from the date the matter is concluded. Such records will be made available to City upon request
for audit purposes. Attorneys will maintain both invoices of costs and primary records in order
that such auditing may occur.
9. Expert Consultants. Attorneys will engage no expert consultants without
having first received the consent of City through its Authorized Representative.
10. Professional Skill. Attorneys represent that they are skilled in
construction law and public contracting law necessary to perform the work agreed under this
Agreement. City relies upon the skill of Attorneys to perform the work in a competent and
professional manner, and Attorneys agree to perform the work in accordance with this standard.
Acceptance of the work by the City shall not release Attorneys from their obligations under this
paragraph.
11. Attornevs' Emplovees. No employee of Attorneys shall by virtue of this
Agreement acquire any rights or status in City services. Attorneys shall be solely responsible for
payment of Attorneys' employees, including all fringe benefits.
12. Entire A2reement: Modification. This Agreement contains the entire
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agreement between Attorneys and the City relating to the scope of services described above. The
Agreement may be modified or amended only by a written modification to this Agreement
executed by Attorneys and by City.
13. Compliance with Discrimination Laws. Attorneys will comply with
Title VII of the Civil Right Act of 1964 and that no person shall, on the grounds of race, creed,
color, disability, sex, national origin, sexual orientation, age, religion, Vietnam era veteran's
status, political affiliation, or any other non-merit factors, be excluded from participation in, be
denied the benefits of, or be otherwise subjected to discrimination under this Agreement.
14. Conflictin2 Positions. No officer, member, or employee of City and no
member of its governing bodies shall have any pecuniary interest, direct or indirect, in this
Agreement or in any amounts paid under this Agreement. No principal of Attorneys or any of
Attorneys' employees shall serve on a City board, committee or other position which by rule,
practice or action nominates or recommends attorneys to represent the City, supervises such
attorneys' representation of the City, or authorizes funding to the City's attorneys.
15. General Liability Insurance. During the term of this Agreement,
Attorneys shall maintain comprehensive general liability coverage with aggregate limits in an
amount not less than $2 million, and automobile coverage with combined single limits in an
amount not less than $1 million. Upon City's request, Attorneys shall provide City a certificate
evidencing this insurance. The City shall be named as an additional insured on each policy
providing such coverage. Attorneys' coverage shall be primary to any insurance maintained by
City. Unless the policy is simultaneously replaced with a new policy providing the same
coverage, Attorneys shall immediately forward to City any notice of the cancellation or non-
renewal of any such coverages, or any other policy changes that materially affect coverage.
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16. Professional Liability Insurance. During the term of this Agreement,
Attorneys also shall maintain professional liability insurance coverage with primary limits in an
amount not less than required by the State Bar of California. Such insurance shall insure
Attorneys' work to be performed for City under this Agreement. Upon City's request, Attorneys
shall provide City a certificate evidencing this insurance. Attorneys' professional liability
coverage shall be primary to any insurance maintained by City. Unless the policy is
simultaneously replaced with a new policy providing the same coverage, Attorneys shall
immediately forward to City any notice of the cancellation or non-renewal of Attorneys'
professional liability coverage, or any other policy changes that materially affect such coverage.
17. Workers' Compensation Insurance. During the term of this Agreement,
Attorneys also shall maintain workers' compensation insurance. At City's request, Attorneys
shall provide City a certificate evidencing this insurance. Attorneys' workers' compensation
insurance shall be primary to any insurance maintained by City. Unless the policy is
simultaneously replaced with a new policy providing the same coverage, Attorneys shall
immediately forward to City any notice of the cancellation or non-renewal of Attorneys'
workers' compensation coverage, or any other policy changes that materially affect such
coverage.
18. Disclaimer of Guarantee. Nothing in this Agreement and no Attorneys'
statement to City will be construed as a promise or guarantee about the outcome of any matter.
Attorneys make no such promises or guarantees. Any Attorneys' comments about the outcome
of any matter are expressions of opinion only.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
set forth below.
ATTEST:
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Dated' l.,....n....y _,2007
CITY OF CUPERTINO
DIRECTOR OF PUBLIC WORKS
B"y ~ ~fA.a ~~
Name ~~ A. Q\JaU 1$
Its:IArector at ~(Ab\ic WOrt:::"S
feorlJo.rj S t
Dated: J !:In'lary _, 2007
CITY OF CUPERTINO
CITY CLERK
By ~~~iL
Name---.1<HYtbe{ \'1 5m NY\
Its Cl~i C le(~
APPROVED AS TO FORM:
CITY OF CUPERTINO
CITY ATTORNE
Fts BR.J...I'AR Y
Dated: .lamIar}'.5 , 2007
By
Name C~~-eS N \' a fJ
Its 6~ At-mrVlef
WULFSBERG REESE COL VIG & FIRSTMAN
PROFESSIONAL CORP RATION
Dated: January ~5', 2007
By
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