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Home My WebLink AboutC25880 Ratify Legal Services Sister Cities Cmte - IRS 1023Contract No. C25880 IA\ CITY OF PALM DESERT CITY MANAGER'S OFFICE STAFF REPORT REQUEST: RATIFY CITY MANAGER APPROVAL OF A LEGAL SERVICES AGREEMENT WITH THE LAW FIRM OF GREEN, DE BORTNOWSKY, & QUINTANILLA, LLP, IN THE AMOUNT OF $2,000, TO ASSIST THE PALM DESERT SISTER CITIES COMMITTEE WITH THE IRS 1023 APPLICATION FOR TAX-EXEMPT STATUS. SUBMITTED BY: Stephen Y. Aryan, Assistant to the City Manager DATE: October 26, 2006 ATTACHMENTS: 1. Legal Services Agreement RECOMMENDATION By Minute Motion: RATIFY City Manager Approval Of A Legal Services Agreement with the Law Firm of Green, de Bortnowsky, and Quintanilla, LLP, in the amount of $2,000. APPROPRIATE $2,000 From Account No. 110-4416-414-3126 for Legal Services. BACKGROUND The Palm Desert Sister Cities Committee is moving forward in becoming a 501(c)(3) non-profit organization. The law firm of Green, de Bortnowsky, and Quintanilla, LLP, graciously provided their services to the Committee thus far on a pro bono basis and has put in numerous hours already into assisting the Committee with the incorporation process. Therefore, Staff felt it would be just to compensate this firm for the assistance they provide with the lengthy I.R.S. 1023 application process. The cost to perform this work is minimal and should not exceed $2,000. The City Council is respectfully requested to ratify the City Manager's approval of the attached Legal Services Agreement. Prepared by: I 12... Stephen Y. Aryan Assistant to the City Manager Approved by: Reviewed b f-v r Pf Luis E A/Dir CITY COUNCIL ACTION: .APPROVED ✓ DENIED RECEIVED OTHER ... IblEETI11.,G DATE , I - fip U�o Carlos L. Ort a AYES. P_r14on� K��I�� r'eSe-11 /-erjiL4n1,1 City Manager NOES : Mors ABSENT :. N no ty, ABSTAIN: %1 nn P. VERIFIED BY: k.l�ir G:1CityMgrUaneStanley\WordFiles1SteveAryan1LegalServices Rali(YStalfIT21Q-28-08.OI1 File Wlth"Clty C1er'Kq Of fire LEGAL SERVICES AGREEMENT FOR CITY OF PALM DESERT Parties 1. This Agreement is made on this 20th day of September, 2006, by and between the Law Firm of Green, de Bortnowsky & Quintanilla, LLP, located at 35325 Date Palm Drive, Suite 202, Cathedral City, Califomia 92234, hereinafter referred to as the "Firm", and the City of Palm Desert, hereinafter referred to as "Client". Scope of Representation 2. Client seeks to incorporate the Palm Desert Sister Cities Committee, hereinafter referred to as the "Committee", as a Califomia nonprofit, public benefit corporation. Client also seeks tax-exempt status as a 501(c) nonprofit corporation for the Committee. The Firm is hereby retained and employed by Client to provide up to 20 hours of legal services to Client in connection with the Committee gaining such corporate status under state and federal laws (the "Project"). By its execution of this Agreement, Client accepts such representation and authorizes the Firm to act on its behalf during the Project, under the terms of this Agreement. Cooperation 3. Client agrees to cooperate with the Firm to the extent necessary for the Firm to discharge its duties under this Agreement, including attendance at meetings and providing the Firm with any necessary documents and other information promptly and upon request. Firm's Duty 4. The Firm will diligently pursue the interests of Client. In the event that the Firm determines that it has a conflict of interest in representing Client, the Firm will withdraw from and cease to represent Client, unless Client consents in writing to the Firm continuing to represent Client in the Project. Legal Services Rates 5. Except as otherwise provided herein, all time expended by the Firm on services rendered by the Firm on behalf of Client will be billed at the hourly rate of One Hundred Dollars ($100.00) not to exceed a total of 20 hours. Costs and Expenses 6. Long-distance telephone calls, necessary travel costs, out-of-pocket expenses, such as Federal Express, postage and messenger services shall be billed to Client at actual costs incurred by the Firm. Photocopy expenses and faxes shall be billed at the Firm's regular rate, which currently is as follows: (1) Photocopies - $.25 per page (2) Faxes - Outgoing $3.00 for the first page, and $1.00 for each page thereafter Incoming $1.00 per page Automobile mileage will be charged at a rate that does not exceed the applicable Internal Revenue Service rate in effect at the date of the invoice. Billing 7. The Firm shall submit monthly billing statements to Client itemizing all charges for services rendered pursuant to this Agreement and any costs and expenses for Client, which the Firm is entitled to reimbursement pursuant to this Agreement, in accordance with the Firm's standard practices. Client agrees to pay the amount due within 30 days following receipt of the respective statement. Term and Withdrawal 8. The term of this Agreement shall continue until the development of the Project is complete, hereinafter referred to as the "Term". However, nothing in this Agreement shall prohibit or preclude the Firm from terminating this Agreement during the course of the Term after written notice of the termination of at least 30 days prior to the effective date of termination. Conversely, nothing in this Agreement shall prohibit or preclude Client from terminating this Agreement during the course of the Term after written notice of the termination of at least 30 days prior to the effective date of termination. In the event of termination by either party, Client will pay all unpaid fees and costs within 30 days of receipt of a closing invoice. Entire Agreement Legal Services Agreement Page 2 9. This Agreement supersedes any and all other agreements, either oral or in writing, between Client and the Firm with respect to the subject of this Agreement. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement. No agreement, statement, or promise not contained in this Agreement shall be valid or binding. Governing Law 10. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. Firm: Green, de B. • • owsk & Quinta•' . , LLP Its: Client: City of Palm Desert by: Its: City Manage, P:IAPPS\WPDATA\PROB10058 Palm Desert Sister Cities Foundation\DOC\legal services agreement.wpd Prob58/DocAegal services agreement 6/06 ag Legal Services Agreement Page 3