GENERAL COUNSEL SERVICES AGREEMENT GENERAL COUNSEL SERVICES AGREEMENT THIS

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SAMPLE LEGAL SERVICES AGREEMENT - GENERAL COUNSEL SERVICES

GENERAL COUNSEL SERVICES AGREEMENT

GENERAL COUNSEL SERVICES AGREEMENT


This Agreement is made this ____ day of _________, 2010, between the Eastern Sandoval County Arroyo Flood Control Authority, a political subdivision of the State of New Mexico, hereafter referred to as ESCAFCA and _____________________, ______________, New Mexico, hereafter referred to as attorney.


SECTION 1: PURPOSE OF EMPLOYMENT


ESCAFCA hereby employs attorney to perform and render General Counsel Services to ESCAFCA. The attorney agrees to perform any and all legal duties entrusted to him/her by the Board of Directors and the Executive Engineer, including, but not limited to the following:


A. Advising the Board of Directors, the Executive Engineer, and the staff of ESCAFCA on any and all legal matters concerning ESCAFCA, and submitting formal legal opinions whenever requested to do so, especially in the areas of Contracts and agreements; personnel, labor and employment; and environment.


B. Attending all meetings of the Board of Directors and reviewing the minutes thereof, and attending such other meetings as may be necessary.


C. Instituting legal proceedings whenever requested to do so by the Board of Directors or the Executive Engineer, and accepting services of process for and entering the appearance of ESCAFCA in the legal proceeding instituted against it, and representing ESCAFCA, the Board of Directors, and the officers and employees of ESCAFCA for acts performed in their official capacity, in any trial in which any of them is a party.


D. Drafting, examining, or negotiating, as the case may be, all necessary resolutions, orders, notices, contracts, agreements, deeds, abstracts, title insurance policies, pleadings and any other documents and instruments, and approving the same as to content and form.


E. Performing any and all other services normally performed by general counsel for a corporation or political subdivision.


F. Cooperate with other counsel retained by ESCAFCA, and as appropriate, make joint or independent recommendations and reports to the Board of Directors and the Executive Engineer.


SECTION 2: COMPENSATION


As compensation for all services to be rendered by attorney, ESCAFCA shall pay according to the schedule below, plus New Mexico Gross Receipts Tax. Attorney shall submit monthly itemized billings to ESCAFCA which billing shall reflect the services which attorney has rendered on behalf of ESCAFCA and the time spent in rendering such services.


Principal Attorney $____.00*


Associate Attorney $____.00*


Paralegal $ ___.00*



* All time will be billed in increments of .10 hrs.


The rates of compensation may be adjusted by mutual agreement of both parties, but no more frequently than once per year, on the anniversary date of this agreement.


Travel time will be billed a one half the applicable hourly rate specified above. In addition, attorney will not bill ESCAFCA for such items as interoffice consultations among office attorneys and staff, unsuccessful attempts to reach people by telephone, clerical tasks, or service of subpoenas. Time spent by attorneys for conducting research, whether it be through computer or print resources or at the law library will be billed, but there will be no charge for usage expenses incurred while conducting research.


SECTION 3: COSTS


All normal and necessary litigation expenses shall be paid by ESCAFCA. Billable administrative costs shall be as follows:



Other necessary and reasonable costs associated with providing services to ESCAFCA will be reimbursed at their actual cost. The hourly rates above are exclusive of New Mexico Gross Receipts Tax.

* Billing for cost of alcoholic beverages is prohibited.


SECTION 4: ASSOCIATE COUNSEL


Attorney may employ outside counsel to assist in performing the services to be rendered hereunder, provided that attorney first obtains the prior approval of ESCAFCA's Executive Engineer. The fees of associate counsel shall be approved in advance by ESCAFCA's Executive Engineer.


SECTION 5: DURATION


This Agreement shall be in effect for a period of one year from the date of this Agreement, but may be renewed annually by mutual consent for an additional three years.


SECTION 6: TERMINATION


Agreement may be terminated at any time after written notice from either party to the other party that attorney's employment hereunder is to be so terminated.


SECTION 7: INSURANCE


Attorney shall furnish proof of professional liability insurance in an amount not less than $2M per occurrence.


SECTION 8: REPORT AND INFORMATION


At such times in and such forms as ESCAFCA may require, there shall be furnished to ESCAFCA such statements, records, reports, data, and information, as ESCAFCA may request pertaining to matters covered by this Agreement.


SECTION 9: ESTABLISHMENT AND MAINTENANCE OF RECORDS


Records shall be maintained by attorney with respect to all matters covered by this Agreement. Except as otherwise authorized by ESCAFCA, such records shall be maintained for a period of three (3) years after receipt of final payment under this Agreement. Pertinent records or copies thereof shall be provided to ESCAFCA as necessary, or at termination of this Agreement


SECTION 10: AUDITS AND INSPECTIONS


At any time during normal business hours and as often as ESCAMAFCA may deem necessary, there shall be available to ESCAFCA for examination all of attorney's records with respect to all matters covered by this Agreement.


SECTION 11: COMPLIANCE WITH LAW


In providing the scope of services outlined herein, attorney shall comply with all applicable laws, ordinances, and codes of the federal, state, and local governments.


SECTION 12: CHANGES


ESCAFCA may, from time to time, request changes in the scope of any services to be performed hereunder. Such changes, including any increase or decrease in the amount of compensation, which are mutually agreed upon by and between ESCAFCA and attorney shall be incorporated in written amendments to this Agreement. Changes in compensation rates listed in Section 2 shall require a written amendment.


SECTION 13: INDEPENDENT CONTRACTOR


Attorney is not considered as an employee of ESCAFCA for any purpose whatsoever. Attorney is an independent contractor in the performance of the services described in Section 1. He/she further agrees that he/she is not entitled to any benefits from ESCAFCA under the provisions of the Workman's Compensation Act of the State of New Mexico or to any of the benefits granted to employees of ESCAFCA.


SECTION 14: ASSIGNABILITY


Attorney shall not assign or transfer any interest in this Agreement, nor assign or transfer any of the services to be performed under this Agreement, without the prior written consent of ESCAAFCA.


SECTION 15: CONFLICTS OF INTEREST


In the event the attorney is engaged to represent or advise any person, firm, or other entity engaged in land subdividing, land investment, land development or redevelopment, construction of homes, subdivision, or shopping centers, or a trade association or group representing entities engaged in any such foregoing activity, or becomes an owner of any interest in any such entity, or owner of an interest in a


tract of land also partly owned by any such entity, he shall disclose in writing to the Executive Engineer the name of such person, firm, or entity, and a description of his relationship to such entity. Such disclosure is required even in instances where the representation or relationship does not directly involve ESCAMAFCA or any of its directors, officers, or employees. In the event such a representation or relationship is disclosed, the Executive Engineer may retain other legal counsel to represent and advise ESCAMAFCA on any matter ESCAMAFCA is involved in which may have a general effect upon any of such occupations, activities, or on any matter which affects any such person, firm, or entity so disclosed.


SECTION 16: AVAILABILITY OF FUNDS


Payment and performance obligations for fiscal periods beyond June 30, 201008 shall be subject to the availability and appropriation of funds therefore.


IN WITNESS WHEREOF, ESCAMAFCA and attorney have executed this Agreement as of the date first above written.


EASTERN SANDOVAL COUNTYALBUQUERQUE METROPOLITAN ARROYO FLOOD CONTROL AUTHORITY


_________________________________

_______________________, Chair

ATTEST:


___________________________________

_______________________Secretary - Treasurer




_____________________________Robles, Rael, Anaya



By: _______________________________

____________________ Marcus M. Rael

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