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HomeMy WebLinkAboutBest Best & Krieger LLP - 2017-11-06FIRST AMENDMENT TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN THE CITY OF HUNTINGTON BEACH AND BEST BEST AND KRIEGER, LLP. THIS FIRST AMENDMENT to Special Counsel for Legal Services is made and entered into on this 5th day of March 2018, by and between the City of Huntington Beach, a general law city and municipal corporation ("City"), and. Best Best & Krieger LLP, a limited liability partnership ("Law Firm"), each a "Party," and collectively, "Parties". I. Recitals A. City and Law Firm entered into an Agreement for Special Counsel Legal Services ("Agreement") executed by the Parties on or about November 6, 20,,3%S which is incorporated herein by reference. B. According to Section 3. TERMS, paragraph 3.8 Billing, of the Agreement for Special Counsel Legal Services, the parties now desire to amend the Agreement increasing the not to exceed amount an additional $10,000 to perfonn special counsel legal services. NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows: II. Amendment 1. Section 3. TERMS, paragraph 3.8 Billing is deleted and replaced with the following paragraph: "3.8 Billing. BB&K shall submit monthly to the Client a detailed statement of account for Services. The Client shall review BB&K's monthly statements and pay BB&K for Services rendered and costs incurred, as provided for in this Agreement, on a monthly basis. We estimate these. Special. Counsel Services will cost less than $30,000.00, While fees could be higher than estimated, you may place a reasonable cap on work we may perform on your behalf without additional authorization. Should we reach that cap, we will not perform additional work on your behalf, except as you may choose to authorize. You have placed a cap at $30,000." 2. "This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together shall constitute one instrument executed on the same date. 3. Except as herein amended, all other terms and conditions of the Agreement shall remain in full force and effect. BB&K1 stAmdt.6222017. 65258.00001\30602954.1 3/5/18 IN WITNESS WHEREOF, the Client and BB&K have executed this First Amendment to Agreement for Special Counsel Legal Services for City as of the date first written above. L IM OF I IUNTINGTON BEACH, a Municipal Corporation. Mayor ZEST &KRIEGER, LLP Campbell, Partner Tax Payer ID:95-2157337 9 Date." 2 Dater Z01 $` APPROVED AS FORM By.. ICMAEL ATE>, GrrY ORNEY CITY OP M NOTON NACM Receive and File 2 BB&K1 stAmdt.6222017. 65258.00001 \30602954.1 3/5/18 AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP 1. PARTIES AND DATE. This Agreement is made and entered into as of the 6 day of November, 2017, by and between the CITY OF HUNTINGTON BEACH, a Charter City ("Client") and Best Best & Krieger LLP, a limited liability partnership engaged in the practice of law ("BB&K" ). 2. RECITALS, 2.1 Client wishes to engage the services of BB&K as its Special Counsel to perform an investigation of a complaint against the Police Chief of the City of Huntington Beach on the terms set forth below. 3. TERMS. 3.1 Ted. The term of this Agreement shall commence on November 6, 2017 and shall continue in full force and effect until terminated in accordance with Section 3.12. 3.2 Scope of Services. BB&K shall serve as Special Counsel and shall perform legal services ("Services") as may be required from time to time by the Client as set forth by this Agreement, unless otherwise agreed to by the Client and BB&K. As part of the Services to be performed hereunder, BB&K shall be responsible for the following: 3.3 Designated Special Counsel. Scott H. Campbell shall be designated as the Attorney on this matter, and shall be responsible for the performance of all Services under this Agreement, including the supervision of Services performed by other members of BB&K. No change in these assignments shall be made without the consent of the Client. 3.4 Time of Performance. The Services of BB&K shall be performed expeditiously in the time frames and as directed by the Client. 3.5 Assistance. The Client agrees to provide all information and documents necessary for the attorneys at BB&K to perform their obligations under this Agreement. 3.6 Independent Contractor. BB&K shall perform all legal services required under this Agreement as an independent contractor of the Client and shall remain, at all times as to the Client, a wholly independent contractor with only such obligations as are required under this Agreement. Neither the Client, nor any of its employees, shall have any control over the manner, mode or means by which BB&K, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. The Client shall have no voice in the selection, discharge, supervision or control of BB&K's employees, representatives or agents, or in fixing their number, compensation, or hours of service. 3.7 Fees and Costs. BB&K shall render and bill for legal services in the following categories and at rates set forth in Exhibit "A" and in accordance with the BB&K BilIing Policies set forth in Exhibit "B", both of which are attached hereto and incorporated herein by reference. In addition, the Client shall reimburse BB&K for reasonable and necessary expenses incurred by it in the performance of the Services under this Agreement. Authorized reimbursable expenses shall include, but are not limited to, printing and copying expenses, mileage expenses at the rate allowed by the Internal Revenue Service, toll road expenses, long distance telephone and facsimile tolls, computerized research time (e.g. Lexis or Westlaw), research services performed by BB&K's library staff, extraordinary mail or delivery costs (e.g. courier, overnight and express delivery), court fees and similar costs relating to the Services that are generally chargeable to a client. However, no separate charge shall be made by BB&K for secretarial or word processing services. 3.8 Bil_ ling. BB&K shall submit monthly to the Client a detailed statement of account for Services. The Client shall review BB&K's monthly statements and pay BB&K for Services rendered and costs incurred, as provided for in this Agreement, on a monthly basis. We estimate these Special Counsel Services will cost less than $20,000.00. While fees could be higher than estimated, you may place a reasonable cap on work we may perform on your behalf without additional authorization, Should we reach that cap, we will not perform additional work on your behalf, except as you may choose to authorize. You have placed a cap at $20,000. 3.9 Annual Reviews. The Client and BB&K agree that a review of performance and the compensation amounts referenced in this Agreement should occur at least annually. 3.10 Insurance. BB&K carries errors and omissions insurance with Lloyd's of London. After a standard deductible, this insurance provides coverage beyond what is required by the State of California. A separate schedule containing BB&K's insurance policies will be available for inspection upon Client's request. 3.11 Attorney -Client Privilege. Confidential communication between the Client and BB&K shall be covered by the attorney -client privilege. As used in this article, "confidential communication" means information transmitted between the Client and BB&K in the course of the relationship covered by this Agreement and in confidence by a means that, so far as the Client is aware, discloses the information to no third persons other than those who are present to further the interests of the Client in the consultation or those to whom disclosure is reasonably necessary for the transmission of the information or the accomplishment of the purpose for which BB&K is consulted, and includes any legal opinion formed and advice given by BB&K in the course of this relationship. 3.12 Termination of Agreement and Legal Services, This Agreement and the Services rendered under it may be terminated at any time upon thirty (30) days' prior written notice from either party, with or without cause. In the event of such termination, BB&K shall be paid for all Services authorized by the Client and performed up through and including the effective date of termination, BB&K shall also be reimbursed for all costs associated with transitioning any files or other data or documents to a new law firm or returning them to the Client, -2- 3.13 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.14 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 3.15 Amendment: Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both parties. 3.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 3.17 Invalidity: Severabilily. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.19 Delivery of Notices. All notices permitted or required under this Agreement notices shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Client: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Barbara Delgleize, Mayor BB&K: Best Best & Krieger LLP 300 South Grand Avenue, 25th Floor Los Angeles, CA 90071 Attention: Scott H. Campbell 3.20 Indemnification. (A) BB&K agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless .from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising from the negligent acts or omissions of BB&K hereunder, or arising from BB&K's negligent performance of any term, provision, covenant or condition of this Agreement, except to the -3- extent such claims or liabilities arise from the negligence or willful misconduct of City, its officers, agents or employees. IN WITNESS WHEREOF, the Client and BB&K have executed this Agreement for City Attorney Legal Services as of the date first written above. CITY OITFXJNTINGTON BEACH Date:11111 i tW -� Barbara Delgleize Mayor BEST BEST & KRIEGER, LLP By: e Date: co . Campbell Partner -4- EXHIBIT "A" TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP Legal services shall be billed to Client at the rates set forth in the chart below. Commencing on the November 7, 2017 following the approval of this Agreement, and continuing every month thereafter, BB&K shall submit to the City Manager an updated version of such chart, enumerating changes to personnel and hourly rates. BBK may review and adjust these rates on an annual basis and such adjusted rates shall be effective following 30 days advanced written notice to Client. Attorneys $325.00 Paralegals $175.00 Law Clerks $175.00 If, as, and when BB&K employs additional or different billing personnel, this Agreement may be supplemented by written administrative memoranda, providing for the categories and billing rates for such personnel, which memoranda may be approved by the City Manager. EXHIBIT "B" TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP BB&K BILLING POLICIES Our century of experience has shown that the attorney -client relationship works best when there is mutual understanding about fees, expenses, billing and payment terms. Therefore, this statement is intended to explain our billing policies and procedures. Clients are encouraged to discuss with us any questions they have about these policies and procedures. Clients may direct specific questions about a bill to the attorney with whom the client works or to Judy Ismael of our Accounting Department. Any specific billing arrangements different from those set forth below will be confirmed in a separate written agreement between the client and the firm. Fees for Professional ,services Unless a flat fee is set forth in our engagement agreement with a client, our fees for the legal work we will undertake will be based in substantial part on time spent by personnel in our office on that client's behalf. In special circumstances which will be discussed with the client and agreed upon in writing, fees will be based upon the novelty or difficulty of the matter, or the time or other special limitations imposed. by the client. Hourly rates are set to reflect the skill and experience of the attorney or other legal personnel rendering services on the client's behalf. Time is accrued on an incremental basis for such matters as telephone calls (minimum .3 hour) and letters (minimum .5 hour), and on an actual basis for all other work. Our attorneys are currently billed at rates from $225 to $750 per hour, and our administrative assistants, research assistants, paralegals and law clerks are billed at rates from $140 to $290 per hour. These hourly rates are reviewed annually to accommodate rising firm costs and to reflect changes in attorney status as lawyers attain new levels of legal experience. Any increases resulting from such reviews will be instituted automatically and will apply to each affected client, after advance notice. Fces_ For Other Services, Costs and Expenses We attempt to serve all our clients with the most effective support systems available. Therefore, in addition to fees for professional legal services, we also charge separately for some other services and expenses to the extent of their use by individual clients. These charges include but are not limited to, mileage at the current IRS approved rate per mile, extraordinary telephone and document delivery charges, copying charges, computerized research, court filing fees and other court -related expenditures including court reporter and transcription fees. No separate charge is made for secretarial or word processing services; those costs are included within the above hourly rates. We may need to advance costs and incur expenses on your behalf on an ongoing basis. These items are separate and apart from attorneys' fees and, as they are out-of-pocket charges, we need to have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client send us advances to cover those costs before they are due. Advance Deposit Toward Fees And Costs Because new client matters involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance payment from clients. The amount of this advance deposit is determined on a case -by -case basis discussed first with the client, and is specified in our engagement agreement. Upon receipt, the advance deposit will be deposited into the firm's client trust account. Our monthly billings will reflect such applications of the advance deposit to costs and not to attorney's fees. At the end of engagement, we will apply any remaining balance first to costs and then to fees. We also reserve the right to require increases or renewals of these advanced deposits. By signing the initial engagement agreement, each client is agreeing that trust account balances may be withdrawn and applied to costs as they are incurred and to our billings, after presentation to the client. If we succeed in resolving your matter before the amounts deposited are used, any balance will be promptly refunded. Monthly invoices and Payment Best Best & Krieger LLP provides our clients with monthly invoices for legal services performed and expenses incurred. Invoices are due and payable upon receipt. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, as well as expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month and billed thereafter. Our fees are not contingent upon any aspect of the matter and are due upon receipt. All billings are due and payable within ten days of presentation unless the full amount is covered by the balance of an advance held in our trust account. If a bill is not paid within 30 days, a late charge of one percent per month on the unpaid invoice shall be added to the balance owed, commencing with the next statement and continuing until paid. It is our policy to treat every question about a bill promptly and fairly. It is also our policy that if a client does not pay an invoice within 60 days of mailing, we assume the client is, for whatever reason, refusing to pay. We will then advise the client by letter that the client may pay the invoice within 14 days or the firm will take appropriate steps to withdraw as attorney of record. If the delay is caused by a problem in the invoice, we must rely upon the client to raise -7- that with us during the 14-day period. This same policy applies to fee arrangements which require the client to replenish fee deposits or make deposits for anticipated costs. From time to time clients have questions about the format of the bill or description of work performed. If you have any such questions, please ask them when you receive the bill so we may address them on a current basis. Changes in Fee Arrangements and Budgets It may be necessary under certain circumstances for a client to increase the size of required advances for fees after the commencement of our engagement and depending upon the scope of the work. For example, prior to a protracted trial or hearing, the firm may require a further advance payment to the firm's trust account sufficient to cover expected fees. Any such changes in fee arrangements will be discussed with the client and mutually agreed in writing. Because of the uncertainties involved, any estimates of anticipated fees that we provide at the request of a client for budgeting purposes, or otherwise, can only be an approximation of potential fees. 09896.00000U0290701,1 BEST BEST & KRIEGER LLP -8- CITY OF HUNTINGTON BEACH Professional Service Approval Form Amendment # 1 1. Date Requested: 03/06/2018 2. Contract Number to be Amended: 3. Department: City Manager 4. Requested By: Antonia Graham 5. Name of Consultant: BBK 6. Amount of Original/Prior Contract: $20000 7. Additional Compensation Requested: $10000 8. Original Commencement Date: 11/14/2017 9. Original Termination Date: At any time the agreement could be terminated. 10. Extended Date Requested: Not applicable 11. Reason for Contract Amendment: More funds needed to complete the work. t Purchasing Approval Signature Date RECEIVED MAR ® 8 ,)0 i0 Finance Department 12. Are sufficient funds available to fund this contract? Yes ❑ No ❑ 13. Business Unit and Obiect Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year 10040113.69635 $10,000 $ $ $ a Budget App�oval Signature Date IWVP� -4 +1K Departn ead Signature Date City Manager Approval Signature Date bbk contract amendment 030618.doc REV: February 2015 PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED' BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: BBK will serve as special consel and shall perform legal service as may be required from time to time by the client. —E E 2) Estimated cost of the services being sought: ✓ NOV 2 7 3) Are sufficient funds available to fund this contract? ® Yes ❑ No 201% If no, please explain: Office of the City Manager 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3,03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. Z MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally d scribed on the list of professional service contracts approved by the City Council? If the answ r to, is question is "No," the contract will require approval from the City Council.) '/ 0 Yes ❑ No Signature (Purchasing Approval) 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Date Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17118 Fiscal Year Fiscal Year Fiscal Year 10015101.69380 $20900 $ $ $ $ $ $ $ Chief Fi ancial Officer Signature/ zCl' Assis ant City M ager's Signature s Signature bbk'part 1.doc REV: February 2015 Date Dhte �t- Z-7-� Date ttf r7 Date 11-50-11 Date PARTS I & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART l & l/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Best Best and Krieger, LLP 2) Contract Number: ADM (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $20,000 Account number Contractual Dollar Amount Business unit. object# Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year 10015101.69380 $20,000 $ $ $ 4) 1s this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work, 10) Attach Exhibit B, which describes the payment terms of the contract. d-av-t'at e-. t111411'-? Departmen e d ,p Date Fiscal rchasing) Budget Manager App?5v"al Signature of Financial Officer (or designee) Signature 1r-X'/7 Date Dat t/ /117 - //-) Date part2'bbk.doc PROFESSIONAL SERVICES FISCAL YiEAR 2017/18 C1i' MANAGER Department Desct ptian Amount Professional services including governmental City Manager (includes Office of Business Development) membership, state and federal consulting/lobbying services, economic analysis, legal services, grant relented consulting services, graphic services, and other consulting and professional services related to business development, real estate services (including but not limited to appraisals, right-of-way services, acquisitions, title), public information, marketing and other administrative professional services. • ^O AnA Mn Amount ';. Contract Value Notes 8/19/2016 HUD-HOME-CDBG Grant Consulting $ - $ 120,000 Amendment #1 9/15/2016 Keyser Marston Amendment #2 $ 40,000 $ 380,000.00 Amendment 2 Keyser Marston $ 67,500.00 $ 180,000.00 4124/2017 RSG $ 11,000,00 $ 120,000.00 Amendment #1 9i712017 CCA Feasibility Study $ - 50,000.00 $ 50,000.00 9/11/2017 PW Drg Review $ 63,200.00 $ 63,200.00 9129/2017 Busiess attraction services $ 28,500.00 $ 28,50U0 1011212017 Thomas Cole Edwards Inc $ 5,000.00 $ 6,000.00 airport noise 11/20/2017 BBK $ 20,000.00 $ 20,000.00 Tataf;Value $ 285,200.00 Sala€-ce $ 113,294.00 FY 18119 . FY 19120 Atno h V I....'Annaurrt $ 40,000 $ 67,500.00 AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES .. BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & IMEGER LLP 1. PARTIES AND .DATE - This Agreement is made and entered into as of the 6 day of November, 2017, by and between the CITY OF HUNTINGTON BEACH, a Charter City ("Client'') and Best Best Krieger LLP, a limited liability partnership engaged in the practice of law ("BB,&K"). 2. RECITALS. 2.1 Client wishes to engage the services of BB&K as its Special Counsel to perform an investiga'tan of a complaint against the Police Chief of the City of Huntington Beach on the terms set forth below. 3. TERMs. 3.1 Tenn. The term of this Agreement 'shall commence on November 6, 2017 .and shall continue in full ;force and effect until terminated i,n accordance with Section 3.12, 3.2 Scope of Services. BB&K shall serve as 'Special Counsel and shall perform legal services (" Services") as may be required from time to time by the Client as set forth by this Agreement, unless otherwise agreed to by the Client and BBM As part of the Services to be perfoftnecd hereunder, BB&K shall be responsible for the following: 33 Designated Special Counsel. Scott H. Campbell shall be designated as the Attorney on this matter; and shall be responsible for the perforlbance of all Services under this Agreement, including the °sup'ervision of Services performed_ by other members of BB&K, No change in these assignments shalt be made without the. consent of the, Client. 3.4 Time of Performance, The Services of BB&K shall be performed expeditiously in the time frames and as .directed by the Client. 35 Assistance, The Client agrees to provide all .information .and documents necessary for the attorneys at BB&K to perform their obligations under this Agreement. 3.6 Independent Contractor. BB&K shall perform all legal services required under this Agreement as an independent contractor of the, Client and shall remain, at all times as to the Client,. a wholly independent contractor with .only such obligations as are required under this Agreement. Neither the Client, nor any of its employees; shall have any control over the manner, mode or .means by which BB&K, its agents qlr employees, render the le at :services required under this .Agreement, except as otherwise set forth, The. Client shall have no voice in the selection, discharge, supervision or control of BB&K's employees, representatives or agents, or in fixing their number, compensation, -or -hours of service. 3.13 Entire Agreement, This Agreement contains the, entire Agreement of the.parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.14 Governing Law, This Agreement shall be governed by the laws of the. State of California. Venue shall be in Orange County. 3.15 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both parties. 16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, :or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel,, or otherwise. 3.17 Invalidity; Severability, If any portion of this Agreement is declared -invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions .shall continue in full force and effect. 11'8 Counterparts. This Agreement may be sighed in counterparts, each of which ,shall constitute an original. 3.19 Delivery of Notices. All notices permitted or required under this Agreement notices shall be deemed made when personally delivered. of when mailed, forty-eight (48) hours after deposit in the US. Mail, first class postage prepaid and -addressed to the party at its applicable address. Actual notice 'shall be deemed adequate notioe on. the date actual notice occurred, regardless of the method of service. All notices permitted or required under this Agreement shall be 'given. to the respective parties at the following .address, or at such other address as the respective parties may provide in writing for this purpose: Client; City of Huntington Beach. 2000 Main Street Huntington Beach, CA 92648 Attention: Barbara Delgleize, Mayor BB&K: Best Best, & Krieger LLP 300 South Grand Avenue, 25th Floor Los Angeles, CA 90071 Attention: ,Scott H. Campbell 3.20 Indemnification. (A) BB&K agrees to indemnify City, its officers, employees: and agents against, and wilt hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses,, costs, penalties, obligations, ,errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or" entity arising (from the negligent acts or omissions of BB&K hereunder, or arising from :BB&K's negligent performance of any term, provision, covenant, or condition of this Agreement, except to the -3- EXHIBIT i4A" TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP Legal services shall be billed to Client,at the rates set forth in'the chart below. Commencing on the November 7, 2017 following the approval of this Agreement, and continuing every month thereafter, BB&K _shall submit to the City Manager an updated version of such chart, enumerating changes 'to personnel and hourly rates. BBK may review and adjust these rates on an annual basis and such adjusted rates shall be effective fbllovrng`30 days advanced written notice to Client, Attorneys $325.00 Paralegals $17.5.00 , Law Clerks $175.00 if, as, and vvlieii BB&K employs additional or different billing personnel; this Agreement may be supplemented by Written administrative :rriemoranda, providing for the categories and billing rates for such, personnel; whieh rnenioranda o1ay be approved by the City Manager. separate charge is made for secretarial or word processing :services; those costs are included within the above hourly rates. We may need to advance costs and incur expenses on.,your behalf on an ongoing basis. These items: are separate and apart from. attorneys' fees and, as they are out=of-pocket charges,. we need to have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client send us advances to cover those costs before they are due. Adyance'Dgposit Toward Fees And .Costs Because new client matters -involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance payment from clients. The amount of this advance -deposit is determined on a case -by -case basis discussed first with the client, and is specified in our engagement agreement. Upon receipt, the advance deposit will be deposited into the firm's client trust account.. Our monthly billings will reflect such applications of the advance deposit to costs and not :to attorney's fees, At the end of engagement, we will apply any remaining balance first to costs and then to fees. We also reserve the right to require increases. or renewals of these advanced deposits. By .signing the initial engagement agreement, each client is agreeing that trust account. balances may withdrawn and applied to costs as they are incurred and. to our billings, after presentation to the client. If we succeed in resolving your matter before the amounts deposited are used, any balance will"be promptly refunded. Monthly Invoices and Pant Best Best & Krieger `LLP ;provides our clients ,witlr monthly. invoices for legal services performed. and expenses incurred. Invoices are due and payable upon receipt. Each monthly invoice reflects both -professional and other fees for services rendered through the end of the prior month, as well as expenses incurred on the client's behalf that have. been processed. by the end of the prior month. Processing of some expenses .is delayed, until the nest month and billed thereafter. Our fees are not contingent upon any aspect of the matter and ate due upon receipt. All billings are due and payable within ten days of presentation unless the fall amount is covered by the balance of an advance:. held in our trust account. If a bill is not paid within 30 days, a late charge of one percent per mouth on the unpaid invoice shall be added to the balance owed, commencing with the next statement and continuing .until paid, It .is our policy to treat every question about a bill promptly and 'fairly, it is also our policy that if a client does not }ray an invoice within 60 days of mailing, we assume the client is, for whatever reason, refusing to pay. We will then advise the client by letter that the client may pay the invoice within 14 days or the firm will take appropriate steps to withdraw as attorney of record. If the delay is caused by a problem in the invoice, we must rely upon the client to raise -7- PROFESSIONAL SERVICES FISCAL YEAR 201 T118 CITY MANAGER' IDenartment Description: Professional services including governmental membership, state and federal consulting/lobbying City Manager services, economic analysis, legal services, grant (includes Office releated consulting services, graphic services, and of Business other consulting and professional services related to Development) business development, real estate services (including but not limited to appraisals, right-of-way services, acquisitions, title), public information, marketing and other administrative professional services. 398A94.00 Date Vaitddr .. Amount Contract Value Notes 8/19/2016 HUD-HOME-CDBG Grant Consulting $ - $ 120,000 Amendment #1 9/15/2016 Keyser Marston Amendment #2 $ 40,000 $ 380,000.00 Amendment 2 Keyser Marsten $ 67,500.00 $ 180,000.00 4/24/2017 RSG $ 11,000.00 $ 120,000.00 Amendment #1 917J2017 CCA Feasibility Study $ 50,000.00 CANCELLED 9/11/2017 PW Org Review $ 63,200.00 $ 63,200.00 9129/2017 Business attraction services $ 28,500.00 $ 28,500.00 10/12/2017 Thomas Cole Edwards Inc $ 5,000.00 $ 5,000.00 airport noise 11/20/2017 BBK $ 20,000.00 $ 20,000.00 11/20/2017 Wh ttingham Public Affairs Advisors $ 6,000.00 $ 6,000.00 2/13/2018 Barrios and Associates $ 10,000.00 $ 10,000.00 Community Outreach 2/22/2018 State Advocacy $ 12,000.00 $ 156,000.00 317/2018 Harris Miller Miller Hanson Inc. (HMMH Inc.) $ 30,000.00 $ 30,000.00 Airport Noise Study 3/16/2018 Whittingham Public Affairs Advisors $ 6,000.00 $ 12,000.00 Amendment #1 3/16/2018 BSK $ 10,000.00/ 30,000.00 Amendment #1 Total Value Balance 4. $ 309,200.00 $ 89,294.00 FY 18119 FY 19120 FY 20121 Amount I Amount I Amount $ 40,000 $ 67,500.00 48000 48000 48000 AGREEMENT FOR SPECIAL COUNSEL. LEGAL, SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP 1. PARTIES AND DATE. This Agreement is made and entered into as of the 6 day of November, 2017, by and between the CITY OF HUNTINGTON BEACH, a Charter City ("Client") and Best Best & Krieger LLP, a limited liability partnership engaged in the practice of law (`BB&IC ). 2. RECITALS. 2.1 Client wishes to engage the services of BB&K as its Special Counsel to perform an investigation of a complaint against the Police Chief of the City of Huntington Beach on the terms set forth below. 3. TERMS. 3.1 Term. The term of this Agreement shall commence on November 6, 2017 and shall continue in full force and effect until terminated in accordance with Section 3.12. 3.2 Scope of Services. BB&K shall serve as Special Counsel and shall perform legal services ("Services") as may be required from time to time by the Client as set forth by this Agreement, unless otherwise agreed to by the Client and BB&K. As part of the Services to be performed hereunder, BB&K shall be responsible for the following: 3.3 Designated Special Counsel. Scott H. Campbell shall be designated as the Attorney on this matter, and shall be responsible for the performance of all Services under this Agreement, including the supervision of Services performed by other members of BB&K. No change in these assignments shall be made without the consent of the Client. 3.4 Time of Performance. The Services of BB&K shall be performed expeditiously in the time frames and as directed by the Client. 3.5 Assistance. The Client agrees to provide all information and documents necessary for the attorneys at BB&K to perform their obligations under this Agreement. 3.6 Independent Contractor. BB&K shall perform all legal services required under this Agreement as an independent contractor of the Client and shall remain, at all times as to the Client, a wholly independent contractor with only such obligations as are required under this Agreement. Neither the Client, nor any of its employees, shall have any control over the manner, mode or means by which BB&K, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. The Client shall have no voice in the selection, discharge, supervision or control of BB&K's employees, representatives or agents, or in fixing their number, compensation, or hours of service. 3.7 Fees and Costs. BB&K shall render and bill for legal services in the following categories and at rates set forth in Exhibit "A" and in accordance with the BB&K Billing Policies set forth in Exhibit "B", both of which are attached hereto and incorporated herein by reference. In addition, the Client shall reimburse BB&K for reasonable and necessary expenses incurred by it in the performance of the Services under this Agreement. Authorized reimbursable expenses shall include, but are not limited to, printing and copying expenses, mileage expenses at the rate allowed by the Internal Revenue Service, toll road expenses, long distance telephone and facsimile tolls, computerized research time (e.g. Lexis or Westlaw), research services performed by BB&K's library staff, extraordinary mail or delivery costs (e.g. courier, overnight and express delivery), court fees and similar costs relating to the Services that are generally chargeable to a client. However, no separate charge shall be made by BB&K for secretarial or word processing services. 3.8 Billine. BB&K shall submit monthly to the Client a detailed statement of account for Services. The Client shall review BB&K's monthly statements and pay BB&K for Services rendered and costs incurred, as provided for in this Agreement, on a monthly basis. We estimate these Special Counsel Services will cost less than $20,000.00. While fees could be higher than estimated, you may place a reasonable cap on work we may perform on your behalf without additional authorization. Should we reach that cap, we will not perform additional work on your behalf, except as you may choose to authorize. You have placed a cap at $20,000. 3.9 Annual Reviews. The Client and BB&K agree that a review of performance and the compensation amounts referenced in this Agreement should occur at least annually. 3.10 Insurance. BB&K carries errors and omissions insurance with Lloyd's of London. After a standard deductible, this insurance provides coverage beyond what is required by the State of California. A separate schedule containing BB&K's insurance policies will be available for inspection upon Client's request. 3.11 Attorney -Client Privilege. Confidential communication between the Client and BB&K shall be covered by the attorney -client privilege. As used in this article, "confidential communication" means information transmitted between the Client and BB&K in the course of the relationship covered by this Agreement and in confidence by a means that, so far as the Client is aware, discloses the information to no third persons other than those who are present to further the interests of the Client in the consultation or those to whom disclosure is reasonably necessary for the transmission of the information or the accomplishment of the purpose for which BB&K is consulted, and includes any legal opinion formed and advice given by BB&K in the course of this relationship. 3.12 Termination of Agreement and Leval Services. This Agreement and the Services rendered under it may be terminated at any time upon thirty (30) days' prior written notice from either party, with or without cause. In the event of such termination, BB&K shall be paid for all Services authorized by the Client and performed up through and including the effective date of termination. BB&K shall also be reimbursed for all costs associated with transitioning any files or other data or documents to a new law firm or returning them to the Client. -2- 3.13 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.14 Governing_Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. 3.15 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both parties. 3.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 3.17 Invalidi • Severabili1y. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.19 Delivery of Notices. All notices permitted or required under this Agreement notices shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Client: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Barbara Delgleize, Mayor BB&K: Best Best & Krieger LLP 300 South Grand Avenue, 25th Floor Los Angeles, CA 90071 Attention: Scott H. Campbell 3.20 Indemnification. (A) BB&K agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising from the negligent acts or omissions of BB&K hereunder, or arising from BB&K's negligent performance of any term, provision, covenant or condition of this Agreement, except to the -3- extent such claims or liabilities arise from the negligence or willful misconduct of City, its officers, agents or employees. IN WITNESS WHEREOF, the Client and BB&K have executed this Agreement for City Attorney Legal Services as of the date first written above. CITY OTIWJNTINGTON BEA Un Barbara Delgleize Mayor BEST BEST & KRIEGER, LLP By: co . Campbell Partner IHI Date: Date: I 1 Receive and File EWE w i ME EXHIBIT "A" TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP Legal services shall be billed to Client at the rates set forth in the chart below. Commencing on the November 7, 2017 following the approval of this Agreement, and continuing every month thereafter, BB&K shall submit to the City Manager an updated version of such chart, enumerating changes to personnel and hourly rates. BBK may review and adjust these rates on an annual basis and such adjusted rates shall be effective following 30 days advanced written notice to Client. Attorneys $325.00 Paralegals $175.00 Law Clerks $175.00 If, as, and when BB&K employs additional or different billing personnel, this Agreement may be supplemented by written administrative memoranda, providing for the categories and billing rates for such personnel, which memoranda may be approved by the City Manager. EXHIBIT 6(B" TO AGREEMENT FOR SPECIAL COUNSEL LEGAL SERVICES BETWEEN CITY OF HUNTINGTON BEACH AND BEST BEST & KRIEGER LLP BB&K BILLING POLICIES Our century of experience has shown that the attorney -client relationship works best when there is mutual understanding about fees, expenses, billing and payment terms. Therefore, this statement is intended to explain our billing policies and procedures. Clients are encouraged to discuss with us any questions they have about these policies and procedures. Clients may direct specific questions about a bill to the attorney with whom the client works or to Judy Ismael of our Accounting Department. Any specific billing arrangements different from those set forth below will be confirmed in a separate written agreement between the client and the firm. Fees for Professional Services Unless a flat fee is set forth in our engagement agreement with a client, our fees for the legal work we will undertake will be based in substantial part on time spent by personnel in our office on that client's behalf. In special circumstances which will be discussed with the client and agreed upon in writing, fees will be based upon the novelty or difficulty of the matter, or the time or other special limitations imposed by the client. Hourly rates are set to reflect the skill and experience of the attorney or other legal personnel rendering services on the client's behalf. Time is accrued on an incremental basis for such matters as telephone calls (minimum .3 hour) and letters (minimum .5 hour), and on an actual basis for all other work. Our attorneys are currently billed at rates from $225 to $750 per hour, and our administrative assistants, research assistants, paralegals and law clerks are billed at rates from $140 to $290 per hour. These hourly rates are reviewed annually to accommodate rising firm costs and to reflect changes in attorney status as lawyers attain new levels of legal experience. Any increases resulting from such reviews will be instituted automatically and will apply to each affected client, after advance notice. Fees_ For Other Services. Costs and Expenses We attempt to serve all our clients with the most effective support systems available. Therefore, in addition to fees for professional legal services, we also charge separately for some other services and expenses to the extent of their use by individual clients. These charges include but are not limited to, mileage at the current IRS approved rate per mile, extraordinary telephone and document delivery charges, copying charges, computerized research, court filing fees and other court -related expenditures including court reporter and transcription fees. No separate charge is made for secretarial or word processing services; those costs are included within the above hourly rates. We may need to advance costs and incur expenses on your behalf on an ongoing basis. These items are separate and apart from attorneys' fees and, as they are out-of-pocket charges, we need to have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client send us advances to cover those costs before they are due. Advance Deposit Toward Fees And Costs Because new client matters involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance payment from clients. The amount of this advance deposit is determined on a case -by -case basis discussed first with the client, and is specified in our engagement agreement. Upon receipt, the advance deposit will be deposited into the firm's client trust account. Our monthly billings will reflect such applications of the advance deposit to costs and not to attorney's fees. At the end of engagement, we will apply any remaining balance first to costs and then to fees. We also reserve the right to require increases or renewals of these advanced deposits. By signing the initial engagement agreement, each client is agreeing that trust account balances may be withdrawn and applied to costs as they are incurred and to our billings, after presentation to the client. If we succeed in resolving your matter before the amounts deposited are used, any balance will be promptly refunded. Monthly Invoices and Payment Best Best & Krieger LLP provides our clients with monthly invoices for legal services performed and expenses incurred. Invoices are due and payable upon receipt. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, as well as expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month and billed thereafter. Our fees are not contingent upon any aspect of the matter and are due upon receipt. All billings are due and payable within ten days of presentation unless the full amount is covered by the balance of an advance held in our trust account. If a bill is not paid within 30 days, a late charge of one percent per month on the unpaid invoice shall be added to the balance owed, commencing with the next statement and continuing until paid. It is our policy to treat every question about a bill promptly and fairly. It is also our policy that if a client does not pay an invoice within 60 days of mailing, we assume the client is, for whatever reason, refusing to pay. We will then advise the client by letter that the client may pay the invoice within 14 days or the firm will take appropriate steps to withdraw as attorney of record. If the delay is caused by a problem in the invoice, we must rely upon the client to raise -7- that with us during the 14-day period. This same policy applies to fee arrangements which require the client to replenish fee deposits or make deposits for anticipated costs. From time to time clients have questions about the format of the bill or description of work performed. If you have any such questions, please ask them when you receive the bill so we may address them on a current basis. Changes in Fee Arrangements and Budgets It may be necessary under certain circumstances for a client to increase the size of required advances for fees after the commencement of our engagement and depending upon the scope of the work. For example, prior to a protracted trial or hearing, the firm may require a further advance payment to the firm's trust account sufficient to cover expected fees. Any such changes in fee arrangements will be discussed with the client and mutually agreed in writing. Because of the uncertainties involved, any estimates of anticipated fees that we provide at the request of a client for budgeting purposes, or otherwise, can only be an approximation of potential fees. 09896.00000\30290701.1 BEST BEST & KRIEGER LLP r i �� NGtQyti F z 0 CFr�t1NTY ���\� CITY OF HUNTINGTON BEACH t, c Professional Service Approval Form q:i . �. RECEIVED Date: 11/15/2017 Projecf I'iR1AY r Name:1 2* Antonia Graham NOV 2 ® 2017 Requested by Name if different from Project Manager:CL ER �, Department: City Manager CITY O F FinanceDepartmm4�t 1%,GTt'-):r PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: BBK will serve as special consel and shall perform legal service as may be required from time to time by the client. C EPY DD �i 2) Estimated cost of the services being sought: 500� a0� oc� -- NOV 2 7 2011 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: Office of the City Manager 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ® MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to/this question is "No," the contract will require approval from the City Council.) // ® Yes ❑ No Fiscal Servi nager Signature (Purchasing Approval) 1(z0-7 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Date Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year 10015101.69380 $20000 $ $ $ $ $ $ $ / Chief F�i�.ancial Officer Signature 5 Assistant City MbAager's Signature APPROVEf;Y - DEN klw is Signature LALlo- Date C5-/1 -7 D to 47 --i Date ' Dake /I - 50- ) -� Date bbk'part 1.doc REV: February 2015 - CITY OF HUNTINGTON BEACH if i�. Professional Service Approval Form ` PART 11 Date: 11/15/2017 Project Manager: Antonia Graham NOV 2 0 2017 Requested by Name if different from Project Manager: Antonia Graham Department: City Manager Finance a ;epartMM4,t PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Best Best and Krieger, LLP 2) Contract Number: ADM (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $20,000 Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year 10015101.69380 $20,000 $ $ $ 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Departmen ead Date r Fiscal 5epAces,Managger (Purchasing) Date Budget Manager Approval Signature Chief Financial Officer (or designee) Signature (t 2( Date rl /117 //-) Date part2'bbk.doc Date Vendor Amount Contract Value Notes 8/19/2016 HUD-HOME-CDBG Grant Consulting $ - $ 120,000 Amendment #1 9/15/2016 Keyser Marston Amendment #2 $ 40,000 $ 380,000.00 Amendment 2 Keyser Marsten $ 67,500.00 $ 180,000.00 4/24/2017 RSG $ 11,000.00 $ 120,000.00 Amendment#1 9/7/2017 CCA Feasibility Study $ 50,000.00 $ 50,000.00 9/11/2017 PW Org Review $ 63,200.00 $ 63,200.00 9/29/2017 Busiess attraction services $ 28,500.00 $ 28,500.00 10/12/2017 Thomas Cole Edwards Inc 11/20/2017 BBK $ 5,000.00 $ $ 20,000.00 $ $ 285,200.00 Balance $ 113,294.00 5,000.00 airport noise 20,000.00 FY 18/19 FY 19/20 Amount I Amount; I $ 40,000 $ 67,500.00