CITY OF REDMOND RETAINER AGREEMENT

Transcription

1 CITY OF REDMOND RETAINER AGREEMENT THIS AGREEMENT, made and entered into this 1st day of July, 2001 by and between the CITY OF REDMOND, a Municipal corporation of the State of Oregon, hereinafter referred to as the CITY and BRYANT EMERSON & FITCH, Attorneys at Law, hereinafter referred to as THE FIRM. W I T N E S S E T H : WHEREAS, the CITY has the need for services of a law firm with the particular training, ability, knowledge and experience possessed by THE FIRM; and WHEREAS, the CITY has determined that THE FIRM is qualified and capable of performing the professional services as CITY does hereafter require, under these terms and condition set forth; and WHEREAS, it is the purpose of this Agreement to establish the terms and conditions of employment of THE FIRM under this Retainer Agreement to act as attorneys for and to fulfill the duties of general and legal counsel to the CITY; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES DO AGREE AS FOLLOWS: SECTION 1. - GENERAL RESPONSIBILITIES Act as General and Legal Counsel to the CITY. STEVEN D. BRYANT is designated as and appointed CITY ATTORNEY. SECTION 2. - SPECIFIC PERFORMANCE AND DUTIES As General and Legal Counsel, the attorney or a designated attorney from THE FIRM shall: A. Attend all regularly scheduled meetings of the CITY COUNCIL (including Council workshops and Tuesday morning agenda review meetings) and other meetings when necessary (including but not limited to land use public hearings, neighborhood meetings, land purchase/sale meetings, etc.). B. Provide appropriate oral or written legal advice and opinions required or requested. Such advice or opinion will ordinarily be requested by the CITY; or it will be originated and proposed to appropriate staff by THE FIRM. If Retainer Agreement - Page 1

2 originated by THE FIRM, any payment for such services must be approved in advance by the CITY. C. Review minutes, findings and decisions documents, motions, resolutions, ordinances, contracts, leases, purchases and other legally binding agreements, consistent with existing laws, statutes, administrative rules and regulations. D. Provide such assistance and legal advice as may be required by the CITY MANAGER for the administration of the CITY. E. Represent the CITY in litigation where appropriate and assist and cooperate with special counsel as necessary. It is understood by the parties that THE FIRM shall assist in identifying those areas where special counsel may be required and to assist the CITY in the selection of special counsel. It is recognized that the CITY S insurance program will represent the CITY in most tort claims, with the claims handled by the attorney(s) designated by the insuring entity. However, in litigation of the type specified, THE FIRM may be, by background or expertise, more appropriate for the handling of certain litigation. F. Advise and assist the CITY in matters involving Municipal Corporation Law, Oregon Budget Law, elections, special elections, and state laws governing public leasing, purchasing and contracting, code development and enforcement, intergovernmental agreements, federal civil rights and related state and federal issues and employment matters. G. Attendance by THE FIRM will not be required at weekly manager s staff meetings, but a one-hour noon legal meeting between the CITY and THE FIRM will be held weekly to address legal and/or billing and charges issues. H. Utilize best efforts and abilities to minimize legal expenses and advise the CITY of liability exposure. SECTION 3. - COMPENSATION This Retainer Agreement shall compensate THE FIRM for the services described above. A. The CITY will pay a monthly retainer in the sum of $1,200 per month for attending all regular and special CITY COUNCIL meetings. B. All other services shall be charged to the CITY at an hourly rate of $130 per hour. Charges will be made in 6 minute increments. C. The CITY ATTORNEY may participate in the CITY s Health Insurance as approved by CITY COUNCIL and as authorized by the Plan Provider. Retainer Agreement - Page 2

3 Payment of the Health Insurance fee is the responsibility of the CITY ATTORNEY. D. The CITY and THE FIRM agree to review this Agreement on an annual basis to determine a fair amount of compensation for the services rendered. SECTION 4. - AUTHORIZATION FOR SERVICES BILLED AT HOURLY RATE A. To control costs, all CITY requests for legal services (with the exception of requests from CITY MANAGER, MAYOR or CITY COUNCIL) will be directed back to the CITY MANAGER or appropriate CITY DEPARTMENT HEAD. B. Hourly service will be specifically authorized by the CITY MANAGER or CITY DEPARTMENT HEAD. SECTION 5. - EXPENSES In addition to the foregoing charges for services, the CITY will pay, upon receipt of itemized statement from THE FIRM, for expenses incurred in connection with the performance of their duties as CITY attorneys and general counsel for the CITY. SECTION 6. - BILLING Billing for hourly services and expenses will be monthly and will be identified as to MAYOR/COUNCIL, CITY MANAGER, or CITY DEPARTMENT. THE FIRM s billing will include the following: A. Date B. Hours C. Topic or area of service D. Description of service (i.e. conference, letter, phone, research, etc.) E. Fee F. Name of authorized requestor SECTION 7. - STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR: THE FIRM, for the purpose of this Agreement, shall be considered an independent Retainer Agreement - Page 3

4 contractor. As an independent contractor, THE FIRM hereby certifies and agrees to the terms and conditions required by an independent contractor under ORS , , , and THE FIRM shall be entitled to no compensation other than the compensation provided for under this contract. SECTION 8. - INSURANCE A. THE FIRM shall maintain general liability coverage throughout the term of this contract with limits of no less than $1,000,000 each occurrence. THE FIRM shall provide a certificate of insurance naming the CITY as additional insured. B. THE FIRM shall maintain professional liability coverage throughout the term of the contract with limits of no less than $300,000 each occurrence. THE FIRM shall provide a certificate of insurance to the CITY. C. THE FIRM shall maintain non-owned automobile coverage throughout the term of the contract with limits of no less than $500,000 each occurrence. THE FIRM shall provide a certificate of insurance naming the CITY as additional insured. D. THE FIRM, as an independent contractor, is solely liable for any Workers Compensation coverage (ORS Chapter 656) under the contract. If THE FIRM has the assistance of other persons in the performance of the contract, THE FIRM shall qualify and remain qualified for the term of the contract as a direct responsibility employer under ORS If THE FIRM performs this contract without the assistance of any other person, THE FIRM shall execute a Joint Declaration with CITY absolving CITY of any and all liability from Workers Compensation provided in ORS (2). SECTION 9. - CITY ATTORNEY BAR MEMBERSHIP/OCAA MEMBERSHIP REQUIREMENTS CITY ATTORNEY is responsible for maintaining CITY ATTORNEY S professional standing as a member of the Oregon State Bar Association and the Oregon City Attorney s Association. SECTION TERMINATION In view of the professional attorney/client relationship and the necessity of the client s confidence in its attorneys, it is understood that CITY may terminate the relationship and this Agreement at any time. The CITY and THE FIRM mutually agree to amend this Agreement by good faith negotiations. The CITY will Retainer Agreement - Page 4

5 endeavor, however, to give reasonable notice of an intention to terminate. THE FIRM may resign at any time, but will not resign from its representation of the CITY without giving at least ninety (90) days notice to the CITY. SECTION CONFLICTS OF INTEREST It is hereby understood and agreed that THE FIRM is also in private practice and shall continue such practice. THE FIRM will not knowingly, however, undertake any representation which would create a conflict of interest. If such a conflict should occur, THE FIRM will immediately notify both the CITY and any other client with whom such conflict of interest pertains and shall not represent any such client further in the matter involving the CITY. THE CITY OF REDMOND BRYANT EMERSON & FITCH By By JO ANNE SUTHERLAND STEVE BRYANT, OSB # City Manager Retainer Agreement - Page 5 F:\W ork-in-progress\redmondatty.wpd