EMPLOYMENT AGREEMENT FOR LEGAL SERVICES

made and entered

into this c:9"::ft day of
2004, by and between the CITY OF CARMEL-BY-THE SEA,
hereinafter refe rred to as "City" and DONALD G.
FREEMAN,
hereinafter re:erred to as "Attorney", both of whom understand as
follows:
THIS

l;~

AGREEMENT ,

A.
Term:
The term of this Agreement shall commence on January
2004, a nd shall continue annually unl e ss terminated pursuant to
paragraph K. of this Agreement.
1,

B.
Compensation. Attorney will provide ordinary legal services
to the City for a retainer of $7,500.00 per month.
Extraordinary
legal services as set forth in paragraph D. hereinbelow shall be
charged at the rate of $250.00 per hour.
Attorney's services regarding Planni ng Department/Consultant
projects as set fort h in paragraph E. hereinbelow shall be charged at
the rate of $250.00 per hour.
C.
Ordinary Services.
Ordinary legal services shall include
legal
advice
and
legal
opinions
to
the
Ci ty
Council,
City
Administrator, department h eads and city employees, in the regular
course of
City business
and
concerning all
such matters
as
administrative procedures, Council and Commission actions, ordinance
and resolution interpretations, and shall include attendance at all
regular Council meetings and regular Redevelopment Agency Meetings.
Attorney is to be responsible for assisting in the drafting and
preparing
of
o r dinances,
resolutions,
ordinary
contracts
and
agreements, and engaging in whatever legal research, study and review
necessary t o properly advise and protect the interests of the City.
D.
Extraordinary Legal Services.
Extraordinary legal services
shall include the preparation of complex legal documents, representing
the City in any court litigation or in proceedings before any other
public or administrative body, court appearances for the prosecution
of city ordinances or state laws, eminent domain proceedings, labor
negotiations, and municipal bond and assessment proceedings.
Legal
services provided to any independent or separate agency or entity of
government not operat ed as an integral part of City government shall
also be considered as extraordinary legal services.
Examples of
separate agenci es or entities are joint powers autho rities hereinafter
created and non-profit corporations governed by administrative or
legislative bodies other than the C1ty Council acting in its capacity
as the City Council.
Attendance at Special City Council meetings or
study sessions, Planning Commission or other commission or committee
meetings as requested by the City Council, t he City Administrator or
commission or committee chairperson . Attorney sha l l notify the City
Counc il or City Administrator p rior to rendering extraordinary legal
services.

E.
Planninq
Department/ Consult ant
Proj ects.
Attorney i s
authorized to bi ll fo r legal services a t At torney's standard rate of
$250.00 p er hour in conne ction with any and all o f City's planning,
developme nt a n d/or consultant projects where City is entitled to
reimburseme nt.
F.
Citv's Obligat i ons.
For the p r ovision of legal servi c e s,
City shall provide all reasonable and necessa r y of f ice facililies,
equipment, books, supplies, sec retarial services, insurance policies
and other property or services n ecessa ry to carry out the terms of
this agreement as r equested by Attorney.
G.
Reimbur s ement of Costs.
In add ition, Attorn e y shall be
reimbursed for all out - of - pocket expenses and cos ts advanced o r paid
on b eha lf of t he City, including cou r t reporter f e es and c h a r ges,
court costs, costs of outside inves tigators or experts pertaining to
Ci ty litigation,
l ong - d i stanc e telephone cal ls and long-distance
facsimi l e (fax) transmissions, mi leage reimbursement on the same basis
as other City employees, and the cost of necessary association
memberships, i f requested by Att orney.
II.
Attorney's Ob l igat i qns.
As it is in t he best interest of
t he City tha t Attorney ke ep abreast of rapidly changing developments
in muuicipal law. Attorney shall be exp ected to attend conferences of
the League of California Cities, or other meelings as requested or
approved by the City Council, and such other courses and seminars i n
municipa l l a w as may be necessary t o maintain current proficiency.
At t orney shall be reimbursed for reasonable out-of pocket expe nses for
travel, lodging, and incidental expenses in connection with attendance
at such meetings, conferences, courses, or seminars.
Attorney shal l
make his law l ibrary available to members of the City Counci l and City
staf f .
I.
Miscellaneous.
City recognizes t hat Attorney has a private
l aw practice c u rrently located in Ca rmel-by-the-Sea, California, and
will retain that office as his p rinc ipal place of business.
City recognizes Attorney is also the City Attorney f o r the
City of Seaside.
Should a conflict of interest arise for Attorney
between the City of Seaside and the Cit y of Carmel-by-the-Sea each of
those cities shall reta i n outside legal counsel to represent each
Ci t y's i ntere s t a nd the expense of such ou tside legal counsel shall be
borne by each city respectively.
City a uthorizes Attorney to be absen t from two (2) regu la r
City Council meetings per Agreement year.
The City Administrator must
approve a substitute legal counsel in advance of such absence by
At torney, and the substitute legal counsel shall be paid by City.

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J.
Association of Special Lega l Counsel.
City and Attorney
recognize,
t hat from time to time,
it may become neces sary to
assoc i ate with specia l l egal counsel for matters involving lit iga tion ,
labor negot iati ons, worker 's compensa tion personnel or bond issue
proceedings and o t h e r mat ters where either the City Council or
At t orney feel effect i ve representation requires spec ial legaJ counsel.

K.
Termi na tion.
This Agreement may be
party at any time without cause.

terminated by either

IN WITNESS WHEREOF, the CITY OF CARMEL - BY-THE - SEA has

agreement to be signed and executed on its behalf by its
du l y attested by its City Clerk; and the Attorney has
executed thi s ag r eemen t in duplicate originals the day and
hereinabove written.
CITY OF

CA~MEL-BY-THE - SEA:

~ ~c

Sue McCloud, Mayor

ATTEST:

ATTORNE Y:

c;-\ /// /:7 1

~L.:t-T~

' ,A

/)

K~{_~vrv
Ka r en Crouch,
City Clerk

Donald G. Freeman
City Attorney

-3-

caused this
Mayor, and
signed and
year first