HomeMy WebLinkAboutAgreement A-24-038 with BBK for Specialized Legal Services.pdf Agreement No. 24-038
1 AGREEMENT FOR SPECIALIZED LEGAL SERVICES
2 Between the County of Fresno and Best, Best & Krieger, LLP
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4 This Agreement for Specialized Legal Services ("Agreement") by and between the
5 COUNTY OF FRESNO ("County"), a political subdivision of the State of California, and the law
6 firm of Best, Best and Krieger, LLP ("Attorney") is made this 23rd day of January , 2024
7 ("Execution Date"). County and Attorney may be referred to herein collectively as the "Parties"
8 and individually as a "Party."
9 Recitals
10 A. County engaged Attorney to provide specialized legal services by a prior written
11 Agreement for Specialized Legal Services, dated October 8, 2019, County of Fresno
12 agreement number 19-517 ("Original Agreement").
13 B. The Original Agreement became effective on October 8, 2019 between the Parties.
14 C. Under the Original Agreement, Attorney was to provide specialized legal services to
15 County in connection with the County's General Plan Review and Zoning Ordinance
16 Update ("GPRZOU"), as more fully described in the Agreement.
17 D. Attorney has been engaged in providing such specialized legal services to County.
18 E. The Original Agreement was initially set to expire on October 8, 2022.
19 F. As allowed by Section 5 of the Original Agreement, the County Counsel approved an
20 extension to the term of the Original Agreement for one (1) year, until October 8, 2023.
21 G. Under the terms of the Original Agreement, it expired on October 8, 2023.
22 H. The Parties believe it is necessary and desirable to extend the term of the Agreement to
23 permit Attorney to continue advising the County on its ongoing GPRZOU process.
24 Agreement
25 In consideration of the mutual covenants, terms, and conditions herein described, the
26 Parties hereto agree as follows:
27 1. Notwithstanding anything to the contrary in the Original Agreement, the Original
28 Agreement is incorporated herein as though its terms and conditions are fully set forth
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1 below, and together with the terms and conditions set forth below, constitute the entire
2 agreement and understanding between Attorney and County concerning the subject
3 matter hereof for the term hereof, and supersede all previous negotiations, proposals,
4 commitments, writings, advertisements, publications and understandings of any nature
5 whatsoever unless expressly included in and modified by this Agreement.
6 2. UNLESS THIS AGREEMENT IS AMENDED AS PROVIDED IN SECTION 12 OF THE
7 ORIGINAL AGREEMENT, IN NO EVENT SHALL THE MAXIMUM AMOUNT PAID TO
8 ATTORNEY AS COMPENSATION FOR ATTORNEY'S SERVICES PERFORMED
9 HEREUNDER, UNDER THE ORIGINAL AGREEMENT, AND AS REIMBURSEMENT
10 OF RELATED REASONABLE AND NECESSARY, OUT-OF-POCKET EXPENSES
11 EXCEED THREE-HUNDRED THOUSAND DOLLARS ($300,000.00).
12 3. The term of this Agreement shall commence upon October 8, 2023, and shall continue
13 in full force and effect through December 31, 2024. This Agreement shall automatically
14 renew, upon the same terms and conditions set forth herein, for two (2) additional one
15 (1) year terms, provided however, it may be terminated by either or both of the Parties
16 according to the terms and conditions of the Original Agreement.
17 4. Because this Agreement is effective retroactive to October 8, 2023, any services that
18 have been performed, and for which compensation or reimbursement of expenses has
19 been paid, prior to the execution of this Agreement are hereby approved and ratified by
20 the parties. Except as modified herein, the terms and conditions of the Original
21 Agreement are ratified and restated herein in full, and all remaining terms and
22 conditions contained in the Original Agreement, that are not modified herein, shall
23 remain in full force and effect during the term of this Agreement.
24 5. Notwithstanding anything to the contrary herein or in the Original Agreement, beginning
25 on the date of Execution Date of this Agreement, hourly rates will be computed at the
26 rates set forth below, subject to the adjustment formula described in Section 6 below:
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1 Position Rate
2 Partners and Of Counsel $400.00/hr
3 Associates $350.00/hr
4 Paralegals, Analysts, Law Clerks, and Administrative Assistants $185.00/hr
5 All services provided by Attorney between October 8, 2023 and the Execution Date
6 hereof shall be billed at the hourly rates provided in the Original Agreement.
7 6. Beginning July 1, 2025 and each July 1 st thereafter, all hourly rates and amounts would
8 be increased for the change in the cost of living for the most recent prior 12-month
9 period, as shown by the U.S. Department of Labor in its All Urban Consumers Index set
10 forth for the San Francisco-Oakland-Hayward area, with advanced written notice. This
11 adjustment shall not be lower than zero percent (0%), nor more than five percent (5%).
12 7. Each Party represents and warrants to the other Party that such Party is duly authorized
13 and empowered to execute, enter into, and perform its obligations set forth in this
14 Agreement, and that the individual signing this Agreement on behalf of such Party has
15 been duly authorized to execute this Agreement on behalf of such Party, and will, by
16 signing this Agreement on such Party's behalf, legally bind such Party to the terms,
17 covenants, and conditions of this Agreement. Each Party further represents and
18 warrants to the other Party that no other person or entity is required to give its approval
19 or consent to this Agreement in order for such Party to authorize, enter into, and
20 perform its obligations under this Agreement, or that if such approval or consent to this
21 Agreement is required, that such approval or consent has been obtained.
22 8. This Agreement may be executed in two or more counterparts, each of which shall be
23 deemed to be an original, and all of which taken together shall constitute one and the
24 same instrument.
25 9. The Parties agree that this Agreement may be executed by electronic signature as
26 provided in this section.
27 a. An "electronic signature" means any symbol or process intended by an
28 individual signing this Agreement to represent their signature, including but
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1 not limited to (1) a digital signature; (2) a faxed version of an original
2 handwritten signature; or (3) an electronically scanned and transmitted (for
3 example by PDF document) version of an original handwritten signature.
4 b. Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this
6 Agreement for all purposes, including but not limited to evidentiary proof in
7 any administrative or judicial proceeding, and (2) has the same force and
8 effect as the valid original handwritten signature of that person.
9 c. The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
11 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
12 d. Each Party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other Party may rely upon
15 that representation.
16 e. This Agreement is not conditioned upon the Parties conducting the
17 transactions under it by electronic means and either Party may sign this
18 Agreement with an original handwritten signature.
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20 (Signature page follows.)
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1 The Parties are signing this Agreement on the date stated in the introductory clause.
2
3 BEST, BEST AND KRIEGER, LLP COUNTY OF FRESNO
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6 By By
Je Ballinger, Nathan Magsig, Chairman
7 Partner Board of Supervisors
8 County of Fresno
9 ATTEST:
10 Bernice E. Seidel
Clerk of the Board of Supervisors
11 County of Fresno, State of California
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13
By
14 Deputy
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16 For Accounting Use Only:
17 Org: 2540
Fund: 0001
18 Account: 7295
Subclass: 10000
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