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Home My WebLink About4.5 Amendment to Legal Services Agreement with Meyers Naver DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Vice Mayor McCorriston and Councilmember Qaadri SU B.ECT : Amendment to Legal Services Agreement with Meyers Nave Prepared by: Marsha Moore, MMC, City Clerk EXECUTIVE SUMMARY: Agenda Item 4.5 Meyers Nave has requested that the City Council consider amending its legal services agreement with the City to increase the hourly rate for general legal services, labor and employment advice services, and reimbursable third -party services. STAFF RECOMMENDATION: Approve and authorize the Mayor to execute the Fourth Amendment to the Amended and Restated Agreement for Legal Services. FINANCIAL IMPACT: The proposed amendment to the agreement for legal services would increase the hourly rates as follows: General Legal Services Labor and Employment Advice and Reimbursable Legal Services DESCRIPTION: $315 per hour to $325 per hour Range $325-$475 per hour to $335 to $490 per hour The City of Dublin has contracted with Meyers Nave and its predecessors for legal services since the City's incorporation in 1982. In 2018, the City Council amended and restated the agreement, and it was subsequently amended in 2019, 2021, and 2022 (Attachment 1). Page 1 of 2 39 Meyers Nave requested that the City Council consider the following changes to the Legal Services Agreement: General Legal Services Labor and Employment Advice and Reimbursable Legal Services $315 per hour to $325 per hour Range $325-$475 per hour to $335 to $490 per hour Attachment 4 is the proposed Fourth Amendment to the Agreement for Legal Services. The proposed amendment will take effect as of July 1, 2023. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Amended and Restated Agreement for Legal Services, including the First, Second, and Third Amendments to the Amended and Restated Agreement for Legal Services 2) Proposed Fourth Amendment to the Amended and Restated Agreement for Legal Services Page 2 of 2 40 Attachment I AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES This Agreement, made and entered into as of September 1, 2018, 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 & WILSON, a professional law corporation, hereinafter referred to as "MNRSW.". WITNESSETH WHEREAS, JOHN D. BAKKER isa principalof the law firm of MNRSW; WHEREAS, CITY and MNRSW are parties to an agreement dated November 1, 2017, entitled "Agreement for Legal Services;" and WHEREAS, said "Agreement for Legal Services" restated various provisions of the Agreement for Legal Services, dated Januaryl-5, 2008, which had been amended several times since 2008; and WHEREAS, the parties desire to amend the compensation section of the "Agreement for Legal Services," to reflect inflation; and WHEREAS, the purpose of this Agreement is to restate the "Agreement for Legal Services" as amended and make the change to the compensation section; 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 JOHN D. BAKKER, 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. ATTORNEY shall propose another attorney of MNRSW to serve as the Assistant City Attorney, subject to his or her appointment by the City Council. 2. ATTORNEY'S Services. ATTORNEY shall provide, through his own services and those of such other attorneys of MNRSW, as he shall determine, all legal services usually and normally provided by city attorneys, and specifically those duties and services described in Government Code Sections 41801, 41802, 41803 and 41803.5. Such services shall include, but not be limited to: a. Attendance at City Council and Planning Commission meetings; Legal Services Agreement Page 1 of 4 (Between Dublin and MNRSW) 41 b. A scheduled presence of the City Attorney or Assistant at City Offices ("Office Hours") as may be requested by the City Manager; not to exceed 14 hours per week; c. Preparation of ordinances, resolutions, leases, contracts or other legal documents; d. 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; e. 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; f. Negotiating and/or rendering advice with respect to negotiations pertaining to City's contracts, leases and memoranda of understanding; g. Representing City in litigation and/or arbitration or other judicial, administrative or quasi-judicial proceedings; h. Furnishing legal services for assessment district or bond proceedings; and i. 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. 3. Independent Contractor. ATTORNEY shall provide legal services to CITY as an independent contractor, with control over his offices, hours, support staff and other matters except as provided herein. 4. , Compensation. City shall compensate ATTORNEY, through MNRSW, in the amount of $265 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRSW, with the following exceptions: (a) litigation, for which ATTORNEY, through MNRSW, shall be compensated in the amount of $315 per hour for all litigation services rendered whether by ATTORNEY or by other attorneys associated with MNRSW; and (b) work for which the City is reimbursed by third parties, for which ATTORNEY, through MNRSW, shall be compensated at the following rates per hour for all services rendered whether by ATTORNEY or other attorneys associated with MNRSW: Senior Principal $410 Principal $360 Senior Associate and Of Counsel $315 Associate $290 Legal Services Agreement Page 2 of 4 (Between Dublin and MNRSW) 42 MNRSW will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, 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. Notwithstanding anything to the contrary in this agreement, the City shall have the right to retain the counsel other than MNRSW in particular matters. 5. No Assienment. This Agreement is entered into by CITY and MNRSW and, except as set forth herein, the rights and obligations of ATTORNEY may not be assigned or delegated to any other attorney of MNRSW without express written consent of the City Council. This Agreement is not assignable. 6. Insurance ATTORNEY agrees, through MNRSW, to carry malpractice insurance in full force and effect during the term of this Agreement in an amount not less than $1,000,000 (one million dollars) per person and $2,000,000 (two million dollars) per occurrence. 7. Annual Review Annually, and at such other intervals as the City Council deems appropriate, ATTORNEY and Council shall meet to review the performance of ATTORNEY and members or associates of his firm in furnishing the services provided hereunder, and to review the compensation provisions hereof. The parties may agree to changes or amendments hereto, including, but not limited to changes in compensation provisions, which changes or amendments shall be evidenced by written amendment hereto. 8. Term This Agreement shall be terminable by CITY at will and by ATTORNEY upon 30 days' written notice. 9. Effective Date. This Agreement shall be effective September 1, 2018. 10. Supersession of Prior Asreements. This Agreement shall supersede the Agreement for Legal Services, dated November 1, 2017, as amended. IN WITNESS WHEREOF, the parties have executed this Agreement for Legal Services the day and year set forth below. Legal Services Agreement (Between Dublin and MNRSW) Page 3 of 4 43 Dated: Dated: 2877922.1 Itlu1'�g 1 8 e CITY OF DUBLIN a Municipal Corporation By (,v,4-. I!avid Haubert, Mayor/ Attest: ayvv City Clerk MEYERS NAVE RIBACK SILVER & WILSON D. Bakker, Principal Legal Services Agreement Page 4 of 4 (Between Dublin and MNRSW) 44 FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This First Amendment to Amended and Restated Agreement for Legal Services is made and entered into as of July 1, 2019, 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 & WILSON, hereinafter referred to as "MNRSW." WITNES SETH WHEREAS, CITY and MNRSW are parties to an Amended and Restated Agreement for Legal Services, dated and entered into as of September 1, 2018; 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. City shall compensate ATTORNEY, through MNRSW, in the amount of $280 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRSW, with the following exceptions: (a) litigation, for which ATTORNEY, through MNRSW, shall be compensated in the amount of $335 per hour for all litigation services rendered whether by ATTORNEY or by other attorneys associated with MNRSW; and (b) work for which the City is reimbursed by third parties, for which ATTORNEY, through MNRSW, shall be compensated at the following rates per hour for all services rendered whether by ATTORNEY or other attorneys associated with MNRSW: Senior Principal $425 Principal $360 Senior Associate and Of Counsel $315 Associate $290 MNRSW will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, 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. Notwithstanding anything to the contrary in this Amendment, the City shall have the right to retain the counsel other than MNRSW in particular matters." 45 -IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Agreement for Legal Services the day and year set forth below. Dated: Dated: 3076860.1 q it Zol CITY OF DUBLIN a Municipal Corporation By Attest: e avid Haubert; Mayor CSC City Clerk MEYERS NAVE RIBACK SILVER & WILSON D. Bakker, Principal 46 SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This Second Amendment to Amended and Restated Agreement for Legal Services is made and entered into as of July 20, 2021, and effective July 1, 2021, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY," and MEYERS NAVE, a California professional corporation, hereinafter referred to as WITNESSETH WHEREAS, CITY and MN are parties to an Amended and Restated Agreement for Legal Services, dated and entered into as of September 1, 2018, as amended as of July 1, 2019; 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. Name Change. Effective January 8, 2021, MN changed its name from Meyers, Nave, Riback, Silver & Wilson, a professional corporation, to Meyers Nave, a professional corporation. Effective January 8, 2021, all references to "Meyers, Nave, Riback, Silver & Wilson" and "MNRSW" are hereby amended to read, respectively, "Meyers Nave" and "MN." 2. Amendment of Paragraph 4. Existing paragraph 4 is deleted and new paragraph 4 is added, to read as follows: "4. Compensation. City shall compensate ATTORNEY, through MN, in the amount of $295 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MN, with the following exceptions: (a) litigation, for which ATTORNEY, through MN, shall be compensated at MN's then -current standard public agency rates for all litigation services rendered whether by ATTORNEY or by other attorneys associated with MN; and (b)(i) labor and employment advice and (ii) work for which the City is reimbursed by third parties, for which ATTORNEY, through MN, shall be compensated at the following rates per hour for all services rendered whether by ATTORNEY or other attorneys associated with MN: Senior Principal $445 Principal $380 Senior Associate and Of Counsel $330 Associate $305 MN will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, computer research on-line fees and messenger services. ATTORNEY, through MN, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement. 47 Notwithstanding anything to the contrary in this Agreement, the City shall have the right to retain counsel other than MN in particular matters." IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Agreement for Legal Services the day and year set forth below. July 20, 2021 Dated: July 20, 2021 Dated: 3811605.2 CITY OF DUBLIN, a Municipal Corporation r/J�D�ocuSigned by: 1 arx-rrr.�-nnC�fi/✓... Melissa Hernandez, Mayor Attest: .-DocuSigned by: �oaa�naA V ✓`� `�` Marsha Moore, City Clerk MEYERS NAVE, a professional corporation DocuSigned by: 9tiy By: — John D. Bakker, Principal Second Amendment to Agreement for Legal Services Page 2 (Between Dublin and Meyers Nave) 48 DocuSign Envelope ID: 8109C9A8-283D-4FB2-90F7-1AC373EC8731 THIRD AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This Second Amendment to Amended and Restated Agreement for Legal Services is made and entered into as of October 18, 2022, and effective July 1, 2022, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY," and MEYERS NAVE, a California professional corporation, hereinafter referred to as WITNESSETH WHEREAS, CITY and MN are parties to an Amended and Restated Agreement for Legal Services, dated and entered into as of September 1, 2018, as amended as of July 1, 2019 and as of July 1, 2021; 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. Amendment of Para2ranh 4. Existing paragraph 4 is deleted and new paragraph 4 is added, to read as follows: "4. Compensation. City shall compensate ATTORNEY, through MN, in the amount of $315 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MN, with the following exceptions: (a) litigation, for which ATTORNEY, through MN, shall be compensated at MN's then -current standard public agency rates for all litigation services rendered whether by ATTORNEY or by other attorneys associated with MN; and (b)(i) labor and employment advice and (ii) work for which the City is reimbursed by third parties, for which ATTORNEY, through MN, shall be compensated at the following rates per hour for all services rendered whether by ATTORNEY or other attorneys associated with MN: Senior Principal $475 Principal and Senior Of Counsel $405 Senior Associate and Of Counsel $350 Associate $325 Paralegal $165 MN will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, computer research on-line fees and messenger services. ATTORNEY, through MN, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement. Notwithstanding anything to the contrary in this Agreement, the City shall have the right to retain counsel other than MN in particular matters." Third Amendment to Agreement for Legal Services Page 1 (Between Dublin and Meyers Nave) 49 DocuSign Envelope ID: 8109C9A8-283D-4FB2-90F7-1AC373EC8731 IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Agreement for Legal Services the day and year set forth below. CITY OF DUBLIN, a Municipal Corporation DocuSigned by: 10/25/2022 Dated: B Dated: 10/26/2022 5204823.1 Attest: 3,4\%... Melissa Hernandez, Mayor DocuSigned by: PM'. 111117N 1I2iiii IC.1... Marsha Moore, City Clerk MEYERS NAVE, a professional corporation DocuSigned by: By 4D33BDE7E6D8453 John D. Bakker, Principal Third Amendment to Agreement for Legal Services Page 2 (Between Dublin and Meyers Nave) 50 Attachment 2 FOURTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This FOURTH Amendment to Amended and Restated Agreement for Legal Services is made and entered into as of September 19, 2023, and effective July 1, 2023, by and between the CITY OF DUBLIN, a Municipal Corporation in the State of California, hereinafter referred to as "CITY," and MEYERS NAVE, a California professional corporation, hereinafter referred to as WITNESSETH WHEREAS, CITY and MN are parties to an Amended and Restated Agreement for Legal Services, dated and entered into as of September 1, 2018, as amended as of July 1, 2019, July 1, 2021, and as of October 18, 2022; 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. Amendment of Paragraph 4. Existing paragraph 4 is deleted and new paragraph 4 is added, to read as follows: "4. Compensation. City shall compensate ATTORNEY, through MN, in the amount of $325 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MN, with the following exceptions: litigation, for which ATTORNEY, through MN, shall be compensated at MN's then -current standard public agency rates for all litigation services rendered whether by ATTORNEY or by other attorneys associated with MN; and cost recovery and labor and employment advice, for which ATTORNEY, through MN, shall be compensated at the following rates per hour for all services rendered whether by ATTORNEY or other attorneys associated with MN: Senior Principal $490 Principal and Senior Of Counsel $415 Senior Associate and Of Counsel $360 Associate $335 Paralegal $170 MN will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, computer research on-line fees and messenger services. ATTORNEY, through MN, shall bill CITY at least on a monthly basis and CITY agrees to pay ATTORNEY within 30 days of such bill or statement. Notwithstanding to the contrary in this Agreement, the City Shall have the right to retain counsel other than MN in particular matters." Fourth Amendment to Agreement for Legal Services Page 1 (Between Dublin and Meyers Nave) 51 Attachment 2 IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Amended and Restated Agreement for Legal Services the day and year set forth below. CITY OF DUBLIN, a Municipal Corporation Dated: By: Melissa Hernandez, Mayor Attest: Marsha Moore, City Clerk MEYERS NAVE, a professional corporation Dated: By: 5481380.1 John D. Bakker, Principal Fourth Amendment to Agreement for Legal Services Page 2 (Between Dublin and Meyers Nave) 52