2008/10/01 Lewis Brisbois Bisgaard & Smith Interim City Attorney Services AGREEMENT FOR INTERIM CITY ATTORNEY SERVICES
This Agreement ("Agreement") is made this 2nd day of July, 2008, by and between the
new City of Menifee ("City"or"Menifee") and Lewis Brisbois Bisgaard & Smith("LBBS") in
accordance with California Business and Professions Code § 6148. The following are the terms
and conditions for interim city attorney services LBBS will provide the City.
I. Term: The mayor and council members-elect (the "Council-elect") of the new
City of Menifee(the "City") are hiring LBBS as Interim City Attorney to the new City of
Menifee prior to October 1, 2008, which is the effective date of the City's incorporation(the
"Effective Date") and continuing thereafter until December 31, 2008, unless sooner terminated
by the parties as set out in Section 6 below. Thereafter, this Agreement may be renewed until
June 30, 2008, on the terms and conditions as set out herein or thereafter until a successor is in
place.
2. Scope of Services: LBBS will provide all necessary advice and documentation
required by the new City of Menifee to meet California statutory and constitutional requirements
for the formation of a new city in a timely and efficient manner. LBBS will continue to act as
Interim City Attorney for so long as it may take for the City of Menifee to appoint a permanent
City Attorney and will assist, if necessary, in any transition to another LBBS attorney or firm at
such time as that permanent decision is made.
Elizabeth Martyn will be the primary attorney responsible for providing legal advice to
the City of Menifee and will act as its Interim City Attorney. Kara Germane will serve as the
Assistant Interim City Attorney. Ms. Martyn and Ms. Germane will be assisted by other LBBS
attorneys as necessary.
3. Compensation: The Council-elect agrees on behalf of the new City of Menifee to
exercise its best efforts to assure that the City will pay LBBS for the legal services rendered
hereunder pursuant to the following fee schedule: An hourly rate of$200 per hour for Elizabeth
Martyn and $150 per hour for Kara Germane; $ 225 per hour for other partners and $150 per
hour for other associates; $125 per hour for all paralegals, from funds either advanced by the
County of Riverside prior to the Effective Date or from general fund revenues of the new City of
Menifee once they are received. No retainer shall be required and LBBS agrees to defer receipt
of payment without interest until after the Effective Date and after receipt of tax revenues to the
general fund.
No member of the Council-elect shall have any personal responsibility or liability for
payment of any fees or costs incurred under this Agreement.
4. Costs and Expenses: In addition to its legal fees, LBBS may incur various costs
and expenses in performing legal services under this Agreement. The Council-elect agrees to
use its best efforts to assure that the City will pay for those costs and expenses in addition to the
hourly fees when general fund revenues become available. Costs and expenses will be charged
as set out below:
Litigation support $30.00 per hour
Travel time/Mileage Included in rate for council meetings (regular
& special)
Word processing support $25.00 per hour
Mileage for additional meetings or litigation IRS rate
Messenger Services Per schedule
(Lewis Brisbois personnel)
Photocopying In-house- $0.17 per page
Outside service-At cost
Secretarial Overtime $25.00 per hour
(when dictated by special client needs)
Special file opening; service $25.00 per hour
(intake of multiple files)
5. Statements and Billings: LBBS will bill the new City of Menifee for its services,
costs and expenses on a monthly basis. The Council-elect agrees that, to the extent that.payment
of fees is not paid from funds advanced by the County of Riverside, after the Effective Date and
receipt of sufficient tax revenues to meet operating costs, the Council-elect will use its best
efforts to assure that all bills for work done prior to the effective date of the City and prior to
receipt of tax revenue funds will be paid in full within 30 days of receipt of such funds and that,
thereafter, all subsequent billings will be paid within 30 days of receipt.
6. Termination: The new City of Menifee may discharge LBBS at any time by
written notice effective when received by LBBS. LBBS will provide no further services and
advance no further costs on the City of Menifee's behalf after receipt of the notice, unless
specifically agreed to by the City. LBBS may withdraw from this engagement with the City's
consent or for good cause. Good cause may include the City's breach of this Agreement, its
refusal to cooperate with LBBS or to follow LBBS's advice on a material matter, or any fact or
circumstance that would render LBBS's continuing representation unlawful or unethical as set
out in the Rules of Professional Conduct.
Notwithstanding the discharge or withdrawal of LBBS, the City will remain
obligated to pay LBBS for all legal services rendered, costs and expenses under this
letter Agreement and to reimburse LBBS for all costs incurred prior to its termination.
7. Ethical Requirements: Potential Conflicts Of Interest: We know of no conflicts of
interest that would preclude LBBS from representing the City; and we have disclosed the issue
regarding the road realignment identified in the City's Terms and Conditions of Incorporation. .
Nevertheless,.LBBS represents a wide variety of clients, including private individuals,
businesses and other entities, and from time to time conflicts may arise that require disclosure to
the City, request for a conflict waiver or disqualification of LBBS from representing either the
City or the other client or both.At all times we will follow the ethical requirements for attorneys
within the State of California.As required by Business &Professions Code Section 7149 (a) (4),
LBBS has legal malpractice insurance applicable to the services to be rendered pursuant this
Agreement.
8. General Provisions
A. LBBS shall not assign this Agreement, or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that LBBS is uniquely
qualified to perform the services provided for in this Agreement.
B. LBBS is and shall at all times remain as to the City a wholly independent
contractor. Neither the City nor any of its officers, employees, servants or agents shall have
control over the conduct of LBBS or any of LBBS's officers, employees or agents. LBBS shall
not at any time or in any manner represent that it or any of its officers, employees or agents are
in any manner employees of the City.
C. Nothing contained in this Agreement shall be deemed, construed or
represented by the City or LBBS to any third person to create the relationship of principal or
agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature
between the City and LBBS other than attorney and client.
D. This Agreement shall not be amended in any way except by a writing
expressly purporting to be such an amendment, signed and acknowledged by both of the parties
hereto.
E. No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver
constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding,
unless executed in writing by the party making the waiver.
F. The Council-elect has authorized the undersigned to execute this
Agreement.
(Signatures appear on next page)
DATED: , 2008 DATED: C�L , 2008
CITY COUNCIL-ELECT on behalf of LEWIS BRISBOIS BISGAARD & SMITH
the NEW CITY OF MENIFEE LLP
By:
Wallace Edge on, Ma r-E ect By:
Elizabet] L. Martyn
ATT T� '
Scott Mann,Acting City Clerk