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HomeMy WebLinkAboutSwirsky, Paul S; 1973-06-20;.. c This agreement, made this 20th day of June, 1973, between CARLSBAD MUNICIPAL WATER DISTRICT, herein- after referred to as the "DISTRICT", and PAUL S. SWIRSKY, Attorney at Law, hereinafter referred to as "LEGAL COUNSEL". WITNESSETH: WHEREAS, the DISTRICT, as a municipal water -_----_--- district under the Water District Act of 1911, as amended, owns and operates the CARLSBAD MUNICIPAL WATER DISTRICT, and WHEREAS, the DISTRICT desires to engage the services of LEGAL COUNSEL as legal counsel for the DIS- TRICT, under certain terms and conditions; and WHEREAS, the parties have entered into a pre- vious contract, dated February 16, 1972, and now desire to change the terms and conditions of said contract. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The LEGAL COUNSEL agrees to provide all legal services for the DISTRICT, including, but not limited to: a. Attend all regular, adjourned and special meetings of the Board of Directors and advise the Board of Directors on all legal matters considered at said meetings. b. Provide all necessary consultation to the staff and other special consultants to the DISTRICT. .. c c C. d. 2. Represent the DISTRICT on all legal matters of the DISTRICT and the Board of Directors of the DISTRICT. Report to the Board of Directors of the DISTRICT, from time to time, on all matters of local and state legislation, which will have an effect upon the DISTRICT. The LEGAL COUNSEL may engage special coun- sel for the DISTRICT, if in the opinion of the LEGAL COUNSEL such special counsel is necessary. However, the LEGAL COUNSEL shall have no authority to engage special counsel for the DISTRICT, without the prior authorization of the DISTRICT. 3. The LEGAL COUNSEL may engage associate counsel at any time in the discretion of the LEGAL COUNSEL. However, any charges or costs of the associate counsel shall be the obligation of the LEGAL COUNSEL and not of the DISTRICT. 4. The LEGAL COUNSEL also agrees to provide ,specialized services as may be requested by the DISTRICT. However, the LEGAL COUNSEL shall have no authority to provide any specialized services for the DISTRICT, without the prior authorization of the DISTRICT. 5. In performance of his obligations under this agreement, it is expressly understood and agreed that the LEGAL COUNSEL shall at all times be and remain an independent contractor. The LEGAL COUNSEL agrees at -2- .. all times to perform his professional obligations under this agreement in conformance with the approved methods and practices of his profession to the objective that all legal services of the LEGAL COUNSEL for the DISTRICT shall be performed in a professional, ethical and effi- cient manner and according to the highest legal standards. 6. The LEGAL COUNSEL shall furnish his own equipment, office, books, supplies and employees and be solely responsible for the payment of any sums con- nected therewith. The LEGAL COUNSEL shall also be re- sponsible for carrying his own professional liability insurance and any workmen's compensation insurance for his employees. 7. In return for the legal services rendered to the DISTRICT by LEGAL COUNSEL, the LEGAL COUNSEL shall be paid by the DISTRICT as follows: a. For all General Services, which are identified as all legal ser- vices rendered to CARLSBAD MUNICI- PAL WATER DISTRICT, its staff and representatives connected with the general operation of the CARLSBAD MUNICIPAL WATER DISTRICT and charged to the general operating budget of the CARLSBAD MUNICIPAL WATER DISTRICT. (1) Retainer - $675.00 per month which is to include attendance at regular board meetings of CARLSBAD MUNICIPAL WATER DIS- -3- TRICT and other general legal services to CARLSBAD MUNICIPAL WATER DISTRICT , its staff and representatives for an addi- tional maximum of ten (10) hours each month. (2) Any legal services in excess of the additional maximum of ten (10) hours per month shall be paid for at the rate of $40.00 per hour, after specific ap- proval of the Board of Direc- tors of the payment. b. For all Special Services, which are identified as all legal services rendered to CARLSBAD MUNICIPAL WATER DISTRICT for and on behalf of pro- jects, wherein CARLSBAD MUNICIPAL WATER DISTRICT receives reimburse- ment for the legal services ren- dered and such expenditure is not charged to the general operating budget of the CARLSBAD MUNICIPAL WATER DISTRICT, at the rate of $45.00 per hour. However, sums that may be due under this Section b., shall not be paid until the submission of a specific and detailed statement by LEGAL COUNSEL, outlining such -4- '. additional time'and charges and only after the Board of Directors of the DISTRICT has specifically approved the payment of such a statement. All actual "out-of -pocket" expenses incurred for and on behalf of the DISTRICT shall be reimbursed. However, such sums that may be c. due under this Section c.~ shall not be paid until the submission of a specific and detailed state- ment by LEGAL COUNSEL, outlining such "out-of -pocket" expenses and only after the Board of Di- rectors of the DISTRICT has spe- cifically approved the payment of such a statement. d. For Court work, including re- search and appearances, at the rate of $40.00 per hour. How- ever, such sums that may be due under this Section d., shall not be paid until the submission of a specific and detailed state- ment by LEGAL COUNSEL, outlining such charges and only after the Board of Directors of the DIS- TRICT has specifically approved the payment of such a statement. -5- .. .. c e. For out-of-town,services, which are identified as all legal ser- vices performed outside the boun- daries of the DISTRICT, wherein the time devoted to the affairs of the DISTRICT is more than seven (7) hours per day, includ- ing travel, at the rate of $175.00 per day, plus actual expenses. The maximum number of days shall be two (2) days, without prior approval of the Board of Directors. 8. The LEGAL COUNSEL shall serve at the plea- sure of the Board of Directors of the DISTRICT. The DISTRICT reserves the right to terminate this agreement and the legal services of the LEGAL COUNSEL at any time by appropriate action at a regularly called meeting of the Board of Directors of the DISTRICT. Upon termina- tion of this agreement, the parties hereto shall be released and discharged from the said agreement, ex- cept of settlement and payment of any pending accounts between the parties and this agreement shall be of no further force and effect. 9. The LEGAL COUNSEL shall not sell, assign or transfer this agreement or any interests therein, without the prior written consent of the Board of Directors of the DISTRICT. 10. This agreement may be amended by a written -6- .. addendum hereto signed by the parties hereto. 11. The effective date of this agreement is July 1, 1973. CARLSBAD MUNICIPAL WATER DISTRICT BY Ly W. D. CARMICHAEL, Secretary (/LA s - -PAUL S. SWIRSKY -7-