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HomeMy WebLinkAbout4.07 AmendLegalSvsAgmt . . . CITY CLERK File # D~[Q]~-~~ CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE MAY 19, 1998 SUBJECT: EXHIBITS ATTACHED: RECOMMENDATION: /1- /VVrp FINANCIAL STATEMENT: DESCRIPTION: Amendment to Agreement for Legal Services Report prepared by Elizabeth H. Silver, City Attorney A. Draft Agreement for Legal Se.rvices with Meyers, Nave, Riback, Silver & Wilson B. Agreement for Legal Services, dated July 1, 1990 C. First Amendment to Agreement for Legal Se.rvices D. Second Amendment to Agreement for Legal Services E. TIlin:l Amendment to Agreement for Legal Services Approve Agreement for Legal Services and authorize 1\1a)'or to execute same TIle proposed agreement would increase the litigation rates charged for legal services and the City's payment to PERS commencing July 1, 1998. 111e City has contracted "\vith Meyers, Nave, Riback, Silver & Wilson (or its predecessors) for legal services since incorporation. The cunent agreement for legal services is dated on July 1,1990, and has been amended three times. (Exhibits B, C, D and E.) The City AttOlTley has requestf"r1 that the Council consider two changes to the agreement. TI1e fiTst change would increase the houdy rate for litigation (see section 4 of u1e proposed agreement, Exhihit A). Currently tl1e City AttOlney is compensated at the I'ate of S; 1 SO an hour for all eminent domain actions and CEQA..lav.:suits in vl/hich . the City is a defendant; all otl1er litigation is paid at S; 140 an haUL The proposal would provide that tl1e hourly rate for all litigation is $150 for associates and would increase the hourly rate for partners in tl1e fin'll to S)17S. This would be the first COPIES TO: 4.7 ITEM NO. 05/11/98 14:32 To:Richard Ambrose From:Elizabeth H. Silver [51BJ351-4481 Page 3/8 increase in litigation rates since 1991. The p.ruposed rates are still less than the Hrm's standard hourly rates and is not in excess of the market rate for legal se.rvices for a law Hnn Witll tlle experience and expe.rtise in litigation on behalf of public entities offered by Meyers, Nave, Riback, Silver & Wilson. . TIle second dlange would increase tlle maxinlwn amowlt repolted to PERS as compensation for tlle City Attorney by tlle increase in the Consumer Price Index (see section 5 oftlle proposed agreement, Exhibit A). TIle City Attorney is a member of PERS and the City pays bOtll the employer and employee contributions. Since July 1,1995 tlle agreement has established the Cit")' Attorney's monthly compensation to be repo.rted to PERS as no more tllan $4000. TIle p.ruposed amendment would increase tllis amowlt effective July 1, 1998, by 396 (to $4120) whidl is tlle increase in tlle Consumer Price Index (Urban Wage Earners for tlle San Francisco~Oakland~San Jose Area) f.rum February 1997 to Februa.ry 1998. It would p.ruvide for a similar adjustment eadl July 1 based on the change in the Consumer Price Index in Febroa.ry of eadl year. It appears reasonable to tie tlle amount of the City Attorney's compensation for PERS pUlposes to dlanges in tlle CPI inasmudl as tllere is not a comparable City position to use as a "bendllna.rk." 111e increased cost to tlle City will be $8.40 a montll (tlle increase in tlle cost of the City's payment oftlle City Attorney's PERS cont.ribution). . Because tlle current agreement has been amended tllree times, a restated and revised agreement has been prepared. TIle only differences from tlle current agreement are in sections 4 and 5 of tl1e proposed agreement (Exhibit A). 111e proposed restated and revised agreement would be effective July 1, 1998. Recommendation. Staff recommends tl1at by motion the City Council authorize tl1e Mayor to execute the restated and revised Agreement for Legal Services (Exhibit A). J\'....'PD\MNRSVV\I14\OI\AGENDA\19%,FEEINCRS.511 EHS:I)a . -A- 05/11/98 14:32 To:Richard Ambrose From:E1izabeth H. Silver (51BJ351-44l:l1 rage 'tIll . . . AGREEMENT FOR LEGAL SERVICES TIlis Agreement, made and entered into as of July 1, 1998, by and between tlle CIrr OF DUBLIN, a Municipal Corporation in tlle State of California, hereinafter referred to as "CITY" and MEYERS, NAVE, RIBACK, SILVER & WILSON, a professional corporation, hereinafter referred to as "MNRSW'. WITNESSETH WHEREAS, ELIZABETH H. SILVER is a member of the la,v finn of MNRSW; WHEREAS, CITY and MNRSW are palties to an agreement dated July 1, 1990, entitled "Agreement for Legal Services"; and WHEREAS, said "Agreement for Legal Services" has been amended tllree times on July 1,1991, July 1,1995 and July 1, 1996, respectively; and WHEREAS, tlle parties desire to make celtain amendments to the "Agreement for Legal Services," as anlended, and WHEREAS, the purpose of this agreement is to restate tlle "Agreement for Legal Selvices" as amended and make certain changes; and WHEREAS, it is the desire of tl1e palties hereto to enter this agI"eement and establish the terms and conditions for l-endition of legal senrices to the CInr OF <. DUBLIN and tl1e compensation therefore; NO"V, THEREFORE, IT IS MUTUALLY AGREED as follows: I. Appointment of City Attornev. CInr hereby retains ELIZABETH H. SILVER, hereinafter referred to as "ATTORNEY" as City Attorney for tl1e CITY OF DUBLIN and ATTORNEY agrees to faitl1fully represent tlle legal interests of CITY dtuing tl1e term of tl1is a gt'eement. Legal Services Agreement Page 1 of 5 EXHIBIT A 135/11/98 14:32 To:Richard Ambrose From:E1izabeth H. Silver [ 51131351-4481 Page 5/8 2. Attorney's Selvkes. . ATTORNEY shall provide, through her own selvices and those of such other attorneys of MNRSW, as she shall determine, all legal se.rvices usually and normally provided by City Attorneys, and specifically those duties and services described in Government Code Sections 41801, 41802, and 41803.5. Such services shall include, but not be limited to: a. Attendance at City Council and Planning Conunission meetings; b. legal docwnents; Preparation of ordinances, resolutions, leases, contracts or other c. Preparation of all fmdings, decisions or otller documents peltaining to legislative or quasHudicial actions or decisions made by the City Council, boards, conunissions or officers; d. Rendering legal advice (botll oral and written) to members of tlle City Council, conunissions, boards, and to tlle City Manager, department heads and employees witll respect to City matters; . e. Negotiating and/or rendering advice "Vitll respect to negotiations peltaining to City's contracts, leases and memoranda of understanding; f Representing City in litigation and/or arbitration or otl1er judicial, administrative or quasi-judicial proceedings; g. proceedings; and Furnishing legal selvices for assessment distlict or bond lL. FUULit>lLilLg legal t>t:l v ieet> IUI ULe Reuevdu)JHLelLL Agt:lLCY, ParkilLg Authority or other agencies or entities ,,,,rhieb are not operated as an integral paIt of City, but whicl1 are or may be created by City as independent agencies. 3. Independent Contractor. ATTORNEY shall provide legal services to crn as an independent contractor, with control over her offices, hours, support staff and otl1er matters except as provided herein. . Legal Services Agreement Page 2 of 5 05/11/98 14:32 To:Richard Ambrose . . . From:Elizabeth H. Silver (51B J351-4481 Page 5/8 4. C01npensation. CITY shall compensate ATTORNEY, through MNRSW, in the amount of $140 per hour for all services rendered, ,vhether by ATTORNEY or by other attorneys associated with MNRSVv, Witll the exception oflitigation, for which ATTORNEY, through MNRSW, sh::tll he compensated in tlle amount of $150 per hour for all litigation services rendered hy an associate attorney and at the rate of S liS per hour for all litigation selvices rendered by a shareholder. MNRSW will also be reimbursed for customa.r)' costs ::tnd disbursements, including deposition and witness fees, COUlt costs, telephone, photocopying, facsimile cllarges, computer researcll on~line fees and messenger services. ATTORNEY, tllluugh MNRSW, shall bill CITY at least on a montluy basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement. 5. PERS. TIle parties recognize that ATTORNEY is eligible for and has elected membership in the Public Employee's Retirement System (PERS) as provided in Govenunent Code section 20322. CITY shall contribute both the employer and employee share of required PERS contdbutions based on compensation for hours billed by ATTORNEY, except tllat said contributions shall not be made for any ATTORNEY compensation which exceeds $4,120 per montll. The limitation of 54,120 per montll in tlle preceding sentence shall be increased or decreased as of July 1, 1999 by the percentage change in tl1e Consumer hice Index (Urban Wage Ealners for San Francisco.OaklandwSan Jose) for FeblualY of 1999 over the index for FebmalY of 1998 and similar adjustments shall be made eacl1 July 1 thereafteL As . . determined by CITY, the monthly limit may be accounted for on a bi.weekly or othel- basis for record keeping purposes. 6. No AssiBn.ment. This Agreement is entered into by CIn and MNRSW and, except as set fOlth herein, the lights and obligations of ATTORNEY may not be assigned for delegated to any other attorney of MNRSW witl10ut e:A'"Press wlitten consent of the City CounciL 111is Agreement is not assignable. Legal Services Agreement Page 3 of 5 05/11/9B 14:32 To:Richard Ambrose From:Elizabeth H. Silver [510J351-4481 Page 7/8 -, I . Municipal Professional Memberships. Meetings. . It is understood and agreed that CITY and ATTORNEY mutually benefit from ATTORNEY's participation in ce.rtain professional activities relating to municipal law. 111erefore, ATTORNEY shall maintain active participating in tlle City Attorney's Depa.rtment and activities of tlle league of California Cities. CITY shall advance or reimburse to ATTORNEY her costs and expenses incuned in attending tlle senti-annual City Attorney's Depaltment meeting of said League. In tlle event ATTORNEY shall represent anotlH~T city or cities, ATTORNEY shall be reimbursed for her costs and expenses (or registration fee and lodging) for attending tlle alUlUal City Attorney's Depaltment meeting. of said League only in prop01tion that he nwnber of cities represented hy ATTORNEY bears to one. Subject to prior authorization of City's City Council, ATTORNEY may enroll, attend, pa.rticipate in conferences, courses, seminars, conunittee work, or otller activities in addition to tllat hereinabove specified of the League of California Cities, or otller organizations related to tlle practice of Municipal Law. Upon such autllOrization, ATTORNEY may incur costs and expenses in cOIUlection witll the palticular event or activity so a utllOrized, whicll shall be advanced or reimbursed by City. In tlle event, however, tllat attendance at any event shall involve an expenditure of $200 or less, ATTORNEY may attend tlle event WitllOut prior a uthorization of the City Council and shall have her costs and expenses reilnbw"Sed by CITY. . 8. Insurance. ATTORNEY agrees, through MNRSW, to cany malpractice insurance in full force and effect dming tl1e term of this agreement in an amount not less tllan $200,000 per person and $600,000 per occurrence. 9. ;\nnual Review. J\nnually, dming tl1e montl1 of FeblualY, ATTORNEY and Council shall meet to review tl1e performance of ATTORNEY and members or associates of her film in furnishing the services provided hereunder, and to review tl1e compensation provisions hereof. TI1e parties may a,gree to changes or amendments hereto, including, but not limited to cl1anges in compensation provisions, whicl1 changes or . - amendments shall be evidenced by "'nitten amendment hereto. Legal Services Agreement Page 4 of 5 . ~rom: tllzaDe1.11 n. "~~Vl::I. l. .....J.u J oJ"".... I 11,,/'" 05/11/98 14:32 To:Richard Ambrose . . . 10. Term. TIlis Agreement shall be terminable by CITY at will and by ATTORNEY upon 30 days' ,'vritten notice. 1 L Effective Date. 111is Agreement shall be effective July 1,1998. 12. Supersession of Prior Agreements 111is Agreement shall supersede the Agreement for Legal Services, dated July 1, 1990, as amended. IN WITNESS WHEREOF, the palties have executed this Agreement the day and year set fOlth belm'\'. CITY OF DUBLIN Dated: Guy S. Houston, Mayor ME'rERS, NAVE, RlBACK, SILVER & WILSON Dated: Elizabetl1 H. Silver J.\WPD\MNRS\V\114\Ol\AGFNDA\ lqq,<,\FFF.TN(:RS'i 11 EHS;rja Legal Services Agreement Page 5 of 5 :5 -~.5 .~ /~ AGREEMENT FOR LEGAL SERVICES . This Agreement, made and entered into as of July 1, 1990, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY" and MEYERS, NAVE, RIBACK & WEST, hereinafter referred to as "MNRW". WITNESSETH WHEREAS, ELIZABETH H. SILVER is a member of the law firm of MNRWi and WHEREAS, MICHAEL R. NAVE is a member of the law firm of MNRW; and WHEREAS, it is the desire of the parties hereto to enter this agreement and establish the terms and conditions for rendition of legal services to the CITY OF DUBLIN and the compensation. therefore; NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1. Appointment of city Attorney. CITY hereby retains ELIZABETH H. SILVER, hereinafter referred to as "ATTORNEY" as City Attorney for the CITY OF DUBLIN and ATTORNEY agrees to faithfully represent the legal interests of CITY during the term of this agreement. 2. Attornev's Services. ATTORNEY shall provide, through her own services and those of such other attorneys of MNRW, as she shall determine, all legal services usually and normally provided by City Attorneys, and specifically those duties and services described in Government Code . Pilse 1 of 6 EXHIBIT B . /; & . sections 41801, 41802, and 41803.5. Such services shall include, . but not be limited to: A. Attendance at city council and Planning Commission meetings; B. Preparation of ordinances, resolutions I leases, contracts or other legal documents; C. Preparation of all findings, decisions or other documents pertaining to legislative or quasi-judicial actions or decisions made by the city Council, boards, commissions or officers; D. Rendering legal advice (both oral and written) to members of the city council, commissions, boards, and to the city Manager, department heads and employees with respect to city matters; E. Negotiating and/or rendering advice with respect to . negotiations pertaining to city's contracts, leases and memoranda of understanding; F. Representing city in litigation and/ or arbitration or other judicial, administrative or quasi-judicial proceedings; G. Furnishing legal services for assessment district or bond proceedings; and H. Furnishing legal services for the Redevelopment Agency, Parking Authority or other agencies or entities which are not operated as an integral part of city, but which are or may be created by city as independent agencies. . Page 2 of 6 I -- / -- :/ 3. Independent Contractor. ATTORNEY shall provide legal services to CITY as an . independent contractor, with control over her off ices, hours, support staff and other matters except as provided herein. 4. Compensation. CITY shall compensate ATTORNEY, through MNRW, in the amount of $125 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRW, including MICHAEL R. NAVE. MNRW will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, computer research on-line fees and messenger services. ATTORNEY, through MNRW, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement. . 5 . PERS . The parties recognize that ATTORNEY is eligible for and has elected membership in the Public Employees I Retirement system (PERS) as provided in Government code section 20361. CITY shall contribute both the employer and employee share of required PERS contributions based on compensation for hours billed by ATTORNEY, except that said contributions shall not be made for any ATTORNEY compensation which exceeds $2/000 per month. As determined by CITY, the monthly limit may be accounted for on a bi-weekly or other basis for record keeping purposes. . Page 3 of 6 . . . / 7 6. No Assiqnment. This Agreement is entered into by CITY and MNRW and, except as set forth herein, the rights and obligations of ATTORNEY may not be assigned or delegated to any other attorney of MNRW without express written consent of the City council. This Agreement is not assignable. 7. Municipal Professional Memberships, Meetinqs. It is understood and agreed that CITY and ATTORNEY mutually benefit from ATTORNEY's participation in certain professional activities relating to municipal law. Therefore, ATTORNEY shall maintain active participation in the city Attorney's Department and activities of the League of California cities. CITY shall advance or reimburse to ATTORNEY her costs and expenses incurred in attending the semi~annual City Attorney's Department meeting of said League. In the event ATTORNEY shall represent another city or cities, ATTORNEY shall be reimbursed for her costs and expenses (or registration fee and lodging) for attending the annual city Attorney's Department meeting of said League only in proportion that the number of cities represented by ATTORNEY bears to one. Subject to prior authorization of City's city Council, ATTORNEY may enroll, attend, participate in conferences, courses, seminars, committee work, or other activities in addition to that hereinabove specified of the League of California cities, or other organizations related to the practice of Municipal Law. Upon such authorization, Attorney may incur costs and expenses in connection with the particular event or activity so authorized, which shall Page 4 of 6 " -- c, be advanced or reimbursed by city. In the event, however, that attendance at any event shall involve an expenditure of $200 or less, ATTORNEY may attend the event without prior authorization of the city council and shall have her costs and expenses reimbursed by CITY. 8. Insurance. ATTORNEY agrees, through MNRW, to carry malpractice insurance in full force and effect during the term of this agreement in an amount not less than $200,000 per person and $600,000 per occurrence. 9. Annual Review. Annually, during the month of February, ATTORNEY and Council shall meet to review the performance of ATTORNEY and members or . associates firm furnishing the services provided . of her in hereunder, and to review the compensation provisions hereof. The parties may agree to changes or amendments hereto, including, but not necessarily limited to changes in compensation provisions, which changes or amendments shall be evidenced by written amendment hereto. 10. Term. This Agreement shall be terminable by CITY at will and by ATTORNEY upon 30 days' written notice. Page 5 of 6 . . . . 11. Effective Date. /;' (, / . ::..:.' This Agreement shall be effective on July 1, 1990. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year set forth below. CITY OF DUBLIN A Munic' al corporation Dated: 97/yUJ;-'I Q90 ,/ By: \, MEYERS, NAVE, RIBACK & WEST Dated: ~u('u J ;1., I ffo I By: 114\agree\LegLserv.ehs 6/7/90 Page 6 of 6 fj~M ~;;~ Elizabeth H. silver It: " /" ) FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This First Amendment to Agreement for Legal Services is made and entered into as of May 13, 1991, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY" and MEYERS, NAVE, RIBACK & WEST, hereinafter referred to as "MNRW". WITNESSETH WHEREAS, CITY and MEYERS, NAVE, RIBACK & WEST are parties to an Agreement for legal services, dated and entered into as of July 1, 1990; and WHEREAS, it is the desire of the parties hereto to amend the agreement; NOW, THEREFORE, IT IS MUTUALLY AGREED that the Agreement for legal services is amended as follows: 1. Existing paragraph 4 is deleted and new paragraph 4 is added, to read as follows: "4. Compensation. Except as set forth in the following sentence, CITY shall compensate ATTORNEY, through MNRW, in the amount of $125 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRW, including MICHAEL R. NAVE. CITY shall compensate attorney, through MNRW, in the amount of $150 per hour for all services Page 1 of 2 EXHIBIT C j r /'_; . . . . . . rendered by a partner in MNRW in connection with (a) eminent domain actions and (b) actions concerning CITY'S compliance with the California Environmental Quality Act in which CITY is defendant. MNRW will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, computer research on-line fees and messenger services. ATTORNEY, through MNRW, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement... /~ 1 /{ IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement for Legal Services the day and year set forth below. CITY OF DUBLIN A Municip~l rporation Dated: 8~4 /9 / . , B Dated: a~"n~/ff( , ' MEYERS, NAVE, RIBACK & WEST By: fjevkA Ii J;k Elizabeth H. Silver 114\agree\leglserv.1st 4/25/91 Page 2 of 2 / r~,~ /~' SECOND AMENDMENT TO . AGREEMENT FOR LEGAL SERVICES This Second Amendment to Agreement for Legal Services is made and entered into as of July 1, 1995, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY" and MEYERS, NAVE, RIBACK, SILVER & VVILSON, hereinafter referred to as "MNRSW". WITNESSETH WHEREAS, CITY and MEYERS, NAVE, ruBACK, SILVER & WILSON (formerly known as Meyers, Nave, Riback & West) are parties to an Agreement for legal services, dated and entered into as of July 1, 1990; and WHEREAS, it is the desire of the parties hereto to amend the agreement; NOW, THEREFORE, IT IS MUTUALLY AGREED that the Agreement for legal . services is amended as follows: 1. All references to "Meyers, Nave, Riback & West" shall be changed to Meyers, Nave, Riback, Silver, and Wilson." 2. Existing paragraph 5 is deleted and new paragraph 5 is added, to read as follows: "5. ~ The parties recognize that ATTORNEY is eligible for and has elected membership in the Public Employee's Retirement System (PERS) as provided in Government Code Section 20361. CITY shall contribute both the employer and employee share of required PERS contributions based on compensation for hours billed by ATTORNEY, except that said contributions shall not be made for any ATTORNEY compensation which exceed $4,000 per month. As determined by CITY, the monthly limit may be accounted for on a bi-weekly or other basis for record keeping purposes. " . Page 1 of 2 EX.HIBIT D . , . . . ,; c: _-' /J : IN WITNESS WHEREOF, the parties have executed this Second Amendment to Agreement for Legal Services the day and year set forth below. CIn' OF DUBLIN A Municipal Corporation Dated: ..5/'/95 . )~ MEYERS, NAVE, RIBACK, SILVER & WILSON Dated:S- ./ 9 - .'J)- 1S~L h'< S; 7~ Elizabeth H. Silver By: ATTEST: ~~e-L J:\WPD\MNRSW\114\AGREE\LEGLSVCS.W61 Page 2 of 2 / b THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES . This Third Amendment to A.brreement for Legal Services is made and entered into as of July I, 1996, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY" and MEYERS, NAVE, RlBACK, SILVER & WILSON, hereinafter referred to as "MNRSW". WITNESSETH VVHEREAS, CITY and MEYERS, NAVE, RIBACK, SILVER & WILSON are parties to an Agreement for legal services, dated and entered into as of July I, 1990; and . WHEREAS, it is the desire of the parties hereto to amend the agreement; NOW, THEREFORE, IT IS MUTUALLY AGREED that the Agreement for legal services is amended as follows: A. Existing paragraph 4 is deleted and new paragraph 4 is added, to read as follows: "4. Compensation Except as set forth in the following sentence, CITY shall compensate ATTORNEY, through MNRSW in the amount of $140 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRSW, Page I of 3 . EXHIBIT E . , /7 . . CITY shall compensate attorney, through MNRSW, in the amount of $150 per hour for all services rendered by a partner in MNRSW in connection with (a) eminent domain actions and (b) actions concerning CIITs compliance with the California Environmental Quality Act in which CITY is defendant. MNRSW will also be reimbursed for customary costs and disbursements, induding deposition and witness fees, court costs, telephone, photocopying, computer research on-line fees and messenger services. ATTORNEY, through MNRSW, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement" B. This Amendment shall be effective July I, 1996. . IN WITNESS WHEREOF, the parties have executed this Third Amendment to Agreement for Legal Services the day and year set forth below. Dated: :;-;1.1- cr, CITY OF DUBLIN A Municipal Corporation l~k~ B . Houston, Mayor MEYERS, NAVE, RIBACK, SILVER & WILSON Dated: ,~-:.- 3/-- 9'/7 By: ~fi!;/d&L ;V s:; 2.t- Elizabeth H. Silver . Page 2 of 3 ATTEST: );\WPD\MNRSW\114\AGREE\LEGLSVCS.W61 /'? /:, .,:,)/ . - Page 3 of 3 / If 1..1.-" ~ . . .