TULARE CITY ATTORNEY SERVICES AGREEMENT This Agreement is effective this 6th day of June 2017, by and between the City of. Tularc (hereinafter called ?City?), and Goyette Associates, Inc. (hereinafter called ?Attorneys? or as City Attorney (hereinafter called ?Attorney"). RECITALS 1. City desires to engage as City Attorney of the City of Tulare, pursuant to the requirements and the authority set forth in the Tulare City Charter Sections 17 and 19 and any applicable state law. 2. City has determined that is quali?ed by training and experience to render such services and has agreed to provide such City Attorney services. 3. The City and desire to set forth in this Agreement the terms, conditions, and bene?ts of such engagement. 4. desires to accept engagement as City Attorney as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: SECTION .1. DUTIES City hereby retains as City Attorney to perform such functions and duties and to provide legal advice and perform legal services for the City consistent with the role ofa City Attorney and as speci?ed in the California Government Code and in the Tulare Municipal Code and as the City Council shall from time to time assign as follows, but not limited thereto: a. General Legal Counsel. will provide general legal advice and counsel to the City on matters pertaining to the City's status as a public entity, its obligations arising from the Tu] are Municipal Code, state and federal statutes, and contractual relationships with employee organizations, contractOrs, vendors and other parties. ?1th will attend all City Council meetings, as well as other meetings, including Planning Commission and Board of Public Utilities meetings, and regular or special staff meetings, as needed and necessary. Provide general advisory legal services and u'ansactional review of any and all matters subjecting the City to potential liability. b. Labor and Collective Bargaining. Coordination of and participation, as requested by City, in collective bargaining processes between City and its recognized employee organizations, including negotiating memoranda of understanding and side letter agreements or impact bargaining, and including the preparation of salary surveys as needed or requested. shall regularly meet with and provide assistance and advice to Human Resources Department on grievances, meet and confer matters and any other matters arising from the employer-employee relationship. Represent the City, as requested by City, in employee disciplinary matters, through evidentiary hearings and appeals to the City Council. Litigation. Any form of litigation in state or federal court, as well as representation of the City before any administrative body, including the California Public Employment Relations Board. In providing the services required under this Section, shall provide status reports on all pending items, addressed to the City Council and the City Manager. 2. 0F REPRESENTATION Heather N. Phillips, attorney and partner in Labor and Employment Division, shall be the primary attorney working with the City and may be designated by the City as the City Attorney. Should Heather N. Phillips cease employment with this Agreement shall be voidable by the City without any penalty, except for any fees and costs already incurred as of the date notice of Heather N. Phillips? employment status with is given to the City. All services provided by shall be subject to the approval of Tulare's City Council or its designee(s). shall regularly and provide a written report to the City Council or its designee(s) all activities and services being provided to City, speci?c Departments and/or individual City employees. All reports, information, data or other materials prepared or assembled by under this Agreement, including Opinions and conclusions, are con?dential attorney-client communications. agreed that such communications shall not be made available to or discussed with any individual or organization, including the news media, without the prior written approval of the City. shall provide services within the scope of expertise of all of its attorneys. Should the City require specialized legal services that cannot provide, the City shall be responsible for authorizing, arranging, and paying for representation in that matter. In the event of a con?ict of interest arising such that cannot provide representation to the City in a particular matter, the City shall be responsible for authorizing, arranging, and paying for representation in that matter. While such a con?ict of interest is unlikely to occur, will endeavor to take all possible steps to avoid any potential con?icts. e. reserves complete discretion over deciding which individuals within will perform the professional services under this Agreement for the City; work may be assigned individually or in combination to lawyers, labor representatives, or other staff members, as 665A deem appropriate and necessary to this professional undertaking. f. is bound to exercise its professional judgment over the manner in which services are provided in accordance with the Rules of Professional Conduct and other applicable statutes or rules governing attorneys in California. SECTION 3. COMPENSATION A. Fixed Lg}; City shall pay to a ?xed fee of Thirty Thousand dollars payable on a basis, for all services listed in Section 1 (General, Labor and Litigation) ol? this Agreement. Despite the Hourly Fee Services Section detailed below, it is the intent of the parties for to provide as much of the overall legal services needed by the City under the terms of the Fixed Fee Section of this Agreement. B. Iourlv Fee Serviees to he Rendered lav r-?tltornevs rs?oaa In addition to the items described in Subsection 3.A above, Attorneys will render additional legal services on behalf of the City, if requested and authorized to do so by the City, and ifagreed to by Grier?X, at a rate of$190.00 per hour for senior attorneys, $170.00 Forjunior attorneys, and $125.00 for paralegals and law clerks, and subject to the conditions herein. Any hourly fees incurred will be due only if approved by the City in advance. C. :I?avment ol? Expenses 1. agrees to pay and absorb the following ordinary expenses of representation: First class postage (routine mailings) General office supplies Telephone expenses Photocopies Travel Lodging Legal research fees Attorney Continuing Education Mileage r-gzropr-egu (2.9 2. City agrees to advance and pay for, or reimburse {3ch For, the following extraordinary expenses of? representation. Whenever practicable, will seek approval from a City officer before incurring extraordinary expenses. First class postage (mass mailings) FedEx, UPS, or other courier charges Professional Printing or Binding Process service Reporters and transcripts Arbitrators, mediators Or other factv?nding panel members or neutrals g. Expert Witnesses h. Filing fees i. Witness fees #:951an D. and Absence of Cririllicts An attorney-client relationship requires mutual trust between the client and the attorney. It is understood that communications exclusively between counsel and the client are con?dential and protected by the attorney-client privilege. To also assure mutuality of trust, Attorney maintains a con?ict of interest index. The California Rules of Professional Conduct de?nes whether a past or present relationship with any party prevents Attorney from representing City. Similarly, City will be included in Attorney's list of clients to ensure it complies with the Rules of Professional Conduct. Attorney warrants that no con?ict exists with the ?rm?s current representation of other public entities and private clients. Based on that check, Attorney has determined that it can provide legal services as City Attorney for the City of Tulare. E. _I'ilc Itetcnlien at Destruction. shall safely maintain and store all ?les, records and other materials acquired in the course of its representation of the city. No ?les will be destroyed without the prior written consent of the City. SECTION 4. PA OF INVOICES will invoice the City for the ?xed fee retainer described under Section 1 on a basis. will invoice the City for the hourly services described under Section 3 on a basis. The City will pay all invoices within 30 days. In the event the City disagrees with any portion of any invoice, the City shall notify of the disagreement S. 'l'l?RM. SEVERANCE A. Unless otherwise terminated, as provided herein, this Agreement shall commence on June 6, 2017 and shall extend for a period of one (1) year through June 6, 2018. City shall have the option of extending this Agreement for two (2) additional terms of one year each, on the same terms and conditions provided herein, by providing sixty (60) days notice in writing of City?s intent to exercise this option to extend. B. In the event City terminates this Agreement and discharges from its engagement hereunder, for no reason or for any reason, City shall pay to Attorney the sum due for services reasonably provided up through the date of termination. C. City may discharge at any time subject to a ten (10) day written notice and the provisions of Section 2.A above. City may discharge at any time effective immediately if the City has a reasonable belief that has committed professional negligence or has caused the City any potential liability due to derelict of its duties. If at the time of withdrawal or discharge, Attorney is representing City in any proceeding, then City will sign a Substitution of Attomey form immediately upon receipt of such a form from Attorney. D. Notwithstanding the above, Attorney may withdraw from representation at any time as permitted under the Rules of Professional Conduct of the State Bar of California with thirty (30) day written notice to City. 1-3. Upon termination, shall deliver to the City all reports, records and ?les ofthe City. (1. (TH AND AGltliIEWllill?i'l' A. The City Council, with mutual consent of the City Attomey, may amend or add any such other terms and conditions of engagement in writing and executed by both parties as they may determine from time to time, relating to the performance of Attorney. B. Notwithstanding the withdrawal or discharge of Attorney, City will remain obligated to pay at the agreed rate for all services already provided and to reimburse Attorney for all costs advanced before the withdrawal or discharge related to work performed under Section 3 above. C. City and agree that in the event of a dispute between the parties concerning this Agreement, the City may elect non-binding arbitration in accordance with Article 13 of the Business and Professional Code, section 6200 et seq. In the event litigation arising out of or relating to professional services is initiated by either party, it is agreed that the responding party shall have the option to refer the entire dispute to Ming arbitration. The responding party may elect binding arbitration by ?ling a petition to compel arbitration at any time within thirty (30) days of the ?ling of the responding party's answer. The prevailing party in arbitration or other legal proceeding will be entitled to recovery of reasonable attorney's fees and costs from the other party. D. City and also agree that the City Manager is the responsible person for providing daily contact and direction to on behalf of City. agrees to coordinate the services to be provided with City to the extent required by the City Council and the City Manager. Additionally, City and agree that notwithstanding any provisions as stated above, at discretion, in concurrence with the City Council, is authorized to retain Special Counsel on behalf ofthe City in instances of con?ict of interest or specialized litigation or other work. SECTION 7. PERFORMANCE EVALUATION A. The City Council shall review and evaluate the performance of at least once annually commencing one year from the effective date ofthis Agreement. Said review and evaluation shall be in accordance with speci?c criteria developed jointly by City and Attorney. Said criteria may be added to or deleted from as the Council may from time to time determine, in consultation with Attorney. Further, City shall provide Attorney with a summary written statement of the ?ndings of the Council and provide an adequate opportunity, before the evaluation is ?nal, for Attorney to discuss its evaluation with the Council. B. Annually, commencing on the effective date of this Agreement, the Council and Attorney shall de?ne such goals and performance objectives that they jointly determine necessary for the effective continued relationship between City and Attorney. Said goals and objectives shall be reduced to writing. SECTION 8. NOTICES Notices pursuant to this Agreement shall be given by deposit in the United States Postal Service, postage prepaid, as follows: CITY: City of Tulare 41 1 East Kern Avenue Tulare, California 93274 ATTORNEY: Goyette Associates, Inc. 1366 Gold Meadow Way, Suite 200 Gold River, California 95670 Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as applicable to civil judicial process. Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the United States Postal Service. suction a. INSURANCE A. carries errors and omissions insurance that provides not less than $1,000,000.00 in coverage per claim, and aggregate coverage of not less than $2,000,000.00. (362A and/or its attorneys shall carry Auto Liability in the amount of $1,000,000.000 combined single limit (CSL) per accident. carries workers? compensation and employer?s liability insurance in accordance with the California Labor Code and employer?s liability limits of $1,000,000.00 per accident. The insurer shall agree to waive all rights of subrogation against the City, its of?cials, employees, and agents for losses arising from work performance by the for the City. B. Thirty (30) days prior written notice of cancellation shall be given to the City in the event of expiration, cancellation or reduction in coverage of any nature. SECTION 10. GENERAL PROVISIONS A. The text herein shall constitute the entire agreement between the parties. There are no oral agreements or understandings or any other written agreements which directly or indirectly affect the terms and conditions of this Agreement. 13. If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. C. No addition, modi?cation, amendment, or deletion to this Agreement shall be valid unless it is in writing and executed by the parties to this Agreement. This Agreement shall be binding upon and inure to the bene?t of the heirs at law and executors of Attorney. This Agreement calls for the personal consulting services of and cannot be delegated or assigned to any other party without the expressed and written consent of the City. Any assignment or delegation without the express written consent of the City shall be void. D. City and agree that the construction and interpretation of this Agreement and the rights and duties of City and Attorney hereunder shall be governed by the laws ofthe State of California. E. shall act as an independent contractor in providing the services described in this Agreement. shall be solely responsible for the supervision, payment and protection of its agents, employees, experts or consultants, if any, and furnish the services in own manner and method. In no respect shall its agents, employees, experts or consultants, if any, be considered employees of City. F. agrees to scrupulously avoid performing services for any party or entering into any contractual or other relationship with any party which might create a conflict with the rendering of services under this Agreement. shall immediately inform City of any con?ict of interest or potential conflict ofinterest which may arise during the term of this Agreement by virtue of any past, present, or prospective act or omission of G. agrees to comply with all federal, state and local laws, rules, and regulations, now or hereafter in force, pertaining to the services performed pursuant to this Agreement. l-I. Venue for any proceeding under this Agreement shall be in the County of'l?ulare. I. agrees to comply with all applicable fair employment and equal opportunity practices and not to discriminate against any applicants or employees of Attorney because of their membership in a protected class. J. No Personal Liability. No member, of?cial or employee of the city shall be personally liable to or any successor in interest in the event of any default or breach by the city or for any amount which may become due to or on any obligation under the terms of this Agreement. IN WITNESS WHEREOF, the City of Tulare has caused this Agreement to be signed and executed on its behalf by its Mayor and duly attested by its City Clerk, and Attorney has signed and executed this Agreement the day and year ?rst above written. it. ccutc City Manager on behalf "City Council Dated: cam Paul Q. Goyette, Esq. Goyette Associates, Inc. Dated: Vb, ?1