AGR-7483 - RICHARDS WATSON & GERSHONATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Orange, a municipal
corporation and RICHARDS WATSON & GERSHON, A Professional Corporation ("Law
Firm") to be effective as of this day of April, 2023 .
RECITALS
WHEREAS, the City Attorney of the City is the chief legal advisor
and litigator for City and is charged with the responsibility of protecting the interest of City in any or
all actions or proceedings to which City or its officers or employees are parties by reason of any act
allegedly arising out of their official capacity with City, and to advise the City Council and/or City staff
on legal matters involving the City; and
WHEREAS, City, acting through its City Attorney, has, on occasion, need of assistance from
outside counsel in maintaining or defending said actions and proceedings or in otherwise seeking legal
advice or services related to protecting the interests of City; and
WHEREAS, Law Firm represents that it possesses the skill, qualifications, experience, and
resources necessary to render said assistance as hereinafter provided.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS MUTUALLY
AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
SECTION 1:SERVICES
A.Law Firm is being retained by the City to provide specialized legal services related to
Element. This representation may
involve the interest of City, its officers, employees, former officers or former employees as directed by
City Attorney.
B.Law Firm has assigned Saskia T. Asamura as lead counsel primarily responsible for this
matter, and Diana Varat and Ginetta Giovinco as co-counsels. It is anticipated that Law Firm may
utilize other lawyers in the firm to assist in performing these services, but Law Firm shall not assign
other lawyers for such primary responsibility without prior approval of City Attorney.
C.Law Firm shall not, and is not, authorized to enter into any agreements other than relating
to routine procedural matters without first obtaining authority from City Attorney or the City Council.
Such authority may be provided orally.
D.Law Firm is not authorized to accept service of any summons and complaint or summons
and cross-complaint on behalf of City, its officers, employees, former officers, or former employees
without prior approval of City.
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AGR-7483
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E.Law Firm shall not incur any expenses or costs for experts, or consultants or specialists
without first obtaining authorization from City Attorney. Such authority may be provided orally.
F.Law Firm's service pursuant to this Agreement shall be performed in a professional,
ethical manner and to the satisfaction of City Attorney and City Council.
SECTION 2:PAYMENT
A.City shall pay Law Firm as consideration for services satisfactorily rendered pursuant to
this Agreement at the hourly rates A, attached and incorporated herein by this
reference. Total payments for services performed pursuant to this Agreement shall not exceed THIRTY
THOUSAND DOLLARS and 00/100 ($30,000.00) without prior written approval of City Council. A
condition precedent to any payment to Law Firm shall be that Law Firm submit a statement which
clearly sets forth, by dates, the designated items of work, the work time of each item and amount charged
for said work time.
B.City shall pay invoices within thirty-five (35) days of approval of the invoice.
C.
,attached and incorporated herein by this reference, and Law
Firm agrees that it shall not be entitled to compensation for services or billing not rendered in
accordance with such guidelines.
SECTION 3:AMENDMENT
The terms of this Agreement can only be amended by written Agreement signed by the parties
hereto.
SECTION 4:ASSIGNMENT
Law Firm shall not assign or transfer its interest in this Agreement without the written consent
of City Attorney.
SECTION 5:COMPLIANCE WITH APPLICABLE LAWS
In performance of this Agreement, Law Firm shall abide by and conform to any and all
applicable laws of the United States, State of California, and ordinances and policies of City.
SECTION 6:CAPACITY AS AN INDEPENDENT CONTRACTOR
Performance of Law Firm's services pursuant to this Agreement shall be in the capacity of an
independent contractor and not as an officer, agent, or employee of City.
SECTION 7:CONFLICT OF INTEREST
It is recognized that Law Firm may have clients who may, from time to time, have interests
adverse to City, and Law Firm reserves the right to represent such clients in matters not connected with
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case(s) assigned Law Firm by City. Should Law Firm represent a client who may have interests adverse
to City during performance of this Agreement, Law Firm shall immediately, but in no event fewer than
ten (10) days, after becoming aware of said possible adverse interest provide written notice to City of
the possible adverse interest. Law Firm agrees to comply with any obligations pursuant to California
Government Code §87100 et seq. The parties agree that the scope of this engagement does not confer
City, and Law
Firm enters this A t code, neither Law Firm not its
attorneys or other personnel qualify as public officials.
SECTION 8:TERMINATION
This Agreement and all legal services to be rendered hereunder may be terminated at any time
by City Attorney or Law Firm with or without cause. Upon such termination, or upon the conclusion
of such services by Law Firm, all finished and unfinished documents, case data and reports, both
originals and all copies, relating to such matter and then in the possession of Law Firm shall be deemed
the property of City and shall immediately be placed in the physical possession of City by Law Firm.
In the event of such termination, Law Firm shall be paid for all satisfactory services rendered, unless
such termination by City is for cause, in which event compensation, if any, shall be adjusted in light of
the particular facts and circumstances involved in such termination.
SECTION 9:INDEMNIFICATION
Law Firm agrees to indemnify, defend and hold harmless City, its officers, agents, employees,
representatives, and volunteers for damage to property and for injury to or death of any person and from
all claims, demands, actions, purported liability, or consequential damages of any kind or nature to the
extent caused by Law Firm's negligent performances of services under the terms of this Agreement or
exercising any rights granted herein, except those claims, demands, actions, purported liability or
consequential damages which arise out of the misconduct or negligence of City or its agents.
SECTION 10: INSURANCE
A.Law Firm shall carry and maintain during the course of this Agreement the following
insurance coverage with limits as specified for each type of insurance:
1.Workers' compensation insurance as required by California law;
2.Professional liability (errors and omissions) insurance coverage in an amount not
less than one million dollars ($1,000,000) to protect from negligent acts, errors or omissions of a
professional nature. Any insurance maintained by City shall apply in excess of and not contribute with
insurance provided by this policy.
B.As
hereunder, Law Firm shall deliver to City insurance certificates, in such form as may be acceptable to
City Attorney, evidencing the existence of the insurance required by this Agreement.
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SECTION 11: NOTICES
Except as otherwise provided herein, all notices required under this Agreement shall be in
writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party
at the address listed below. Either party may change the notice address by notifying the other party in
writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in
the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the
e-mail transmission.
City Law Firm
City of Orange Saskia T. Asamura
300 East Chapman Avenue Richards Watson Gershon
Orange, CA 92866 350 South Grand Ave, 7th Floor
Attn: City Attorney Los Angeles, CA 90071
mbinning@cityoforange.org sasamura@rwglaw.com
SECTION 12: ENTIRE AGREEMENT
This writing constitutes the entire Agreement between the parties with respect to the subject
matter hereof, and supersedes all prior oral or written representations or written Agreements which may
have been entered into between the parties. No modification or revision to this Agreement shall be of
any force or effect, unless the same is in writing and executed by the parties hereto.
SECTION 13: EFFECTIVE DATE AND AUTHORITY
Law Firm represents that the signatories hold the positions set forth below their signatures and
that the signatories are authorized to execute this Agreement on behalf of Law Firm and to bind Law
Firm hereto.
[Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the
first date written herein above.
CITY OF ORANGE, a municipal corporation,
Thomas C. Kisela, City Manager
RICHARDS WATSON GERSHON
By:
Printed Name:Saskia T. Asamura
Title:
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Mary E. Binning, City Attorney
Shareholder
LEGAL SERVICES AGREEMENT
[Beneath this sheet]
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GUIDELINES FOR BILLING
OF LEGAL SERVICES
1.All cases shall be billed monthly.
2.All billing shall be done in .10-hour increments.
3.shall include the total fees and costs incurred to date for the legal
services.
4.Monthly billing entries shall be by date and task. Entries shall list the names or initials
of each attorney or paralegal working on the matter and full descriptions of tasks
performed. Each task performed shall be listed separately.
5.The City will in
advance by the City Attorney.
6.City encourages the use of paralegals for any task that can be appropriately delegated.
7.Billing shall include photocopying charges on a per-copy basis. The maximum charge is
25¢ per copy. If copying charges exceed 15¢ per copy, the City encourages use of City
staff for copying services.
8.Messenger and outside charges are billable at actual cost.
9.Law Firm may charge a maximum of one hour each way or actual time for travel,
whichever is less.
10. Research support services (e.g., Westlaw, LEXIS or computer time or services), long
distance telephone, cellular phone, and postage charges are billable at actual cost.
Where charges are made for research time, the specific issue being researched shall be
identified on the bill.
11. Except for actual travel costs (plane ticket, taxi, hotel room, etc.) associated with
meetings and events Law Firm personnel are expected to attend, or must attend, such as
City Council meetings, depositions, and court appearances, meals and costs of travel,
e.g. mileage charges, are not billable to the City and must be approved in advance by the
City Attorney.
12. Expert witness fees are not automatically authorized and must be approved in advance
by the City Attorney.
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13. City will not pay for secretarial time or secretarial overtime. City will not pay attorneys
or paralegals for secretarial tasks or tasks that should be included in your overhead. For
example, faxing, mailing, arranging for messengers and calendaring are not acceptable
charges.
14. City will not pay for word processing charges.
15. City will not pay for billing or discussion of bills. If we have questions about billing or
need additional information on bills, time spent on such questions shall not constitute a
chargeable event.
16. City will not pay for billing relating to the attorney contract or insurance.
17. City will not pay for minimum billing charges other than the 0.1 hours listed above.
18. City will not pay for file opening or file closing.
19. The City has retained you because of your past experience but will not pay for research
performed or forms developed and billed to prior clients.
20. Unilateral raises of hourly rates or contingency rates, if applicable, will not be honored.
Any increases in such rates must be reduced to writing and approved in advance by the
City Attorney.
21. Any costs in excess of $500 must be approved in advance by the City Attorney.
22. If you are provided with a new case directly from staff, or if a matter arises that requires
you to open a new file, the City Attorney shall be informed immediately.
23. City accountants will send a request for an auditor response letter annually. Please
respond promptly. The response should not take longer than one hour per case. In
complicated cases where more than 2.0 hours is required, please contact the City
Attorney before drafting your response.