AGR-7409 - RING BENDER LLPAGR-74oi
ATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the CITY OF ORANGE, a municipal
corporation (the "City") and RING BENDER LLP ("Law Firm") effective this 3 j st day of August,
2022 ("Agreement").
RECITALS
WHEREAS, the City Attorney of the City of Orange ("City Attorney") is the chief legal advisor
and litigator for the City and is charged with the responsibility of protecting the interest of the City in
any or all actions or proceedings to which the City or its officers or employees are parties by reason of
any act allegedly arising out of their official capacity with the City, and to advise the City Council
and/or City staff on legal matters involving the City; and
WHEREAS, the 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 the 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
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AGR-74oi
ATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the CITY OF ORANGE, a municipal
corporation (the "City") and RING BENDER LLP ("Law Firm") effective this 3 j st day of August,
2022 ("Agreement").
RECITALS
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 the 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 the City, its officers, employees, former officers, or former employees
without prior approval of the City.
E. Law Firm shall not incur any expenses or costs for experts, or consultants or specialists
without first obtaining authorization from the 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 the City Attorney.
SECTION II: PAYMENT
A. City shall pay Law Firm as consideration for services satisfactorily rendered pursuant to
this Agreement at the hourly rates set forth in Exhibit "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. City shall compensate Law Firm in accordance with the attached "Guidelines for Billing
of Legal Services" set forth in Exhibit `B," 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.
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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 the 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 the City Attorney.
SECTION II: PAYMENT
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SECTION VI: 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 the City.
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SECTION VII: CONFLICT OF INTEREST
It is recognized that Law Firm may have clients who may, from time to time, have interests
adverse to the City, and Law Firm reserves the right to represent such clients in matters not connected
with case(s) assigned Law Firm by the City. Should Law Firm represent a client who may have interests
adverse to the 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 the 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 "consultant" status on any of the attorneys or other firm personnel providing services
to the City, and Law Firm enters this Agreement on condition that, under the City's conflict code,
neither Law Firm not its attorneys or other personnel qualify as public officials.
SECTION VIII: TERMINATION
This Agreement and all legal services to be rendered hereunder may be terminated at any time
by the City Attorney 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 the City and shall immediately be placed in the physical possession of the City by Law Firm. In the
event of such termination, Law Firm shall be paid for all satisfactory services rendered, unless such
termination 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 IX: INDEMNIFICATION
Law Firm agrees to indemnify, defend and hold harmless the 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 arising out of or in connection with Law Firm's negligent performances of services under the
terms of this Agreement or exercising any rights granted herein, except those claims, demands,
purported liability or consequential damages which arise out of the misconduct or negligence of the
City.
SECTION X: 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 a condition precedent to the City's obligation to pay Law Firm any compensation
hereunder, Law Firm shall deliver to the City insurance certificates, in such form as may be acceptable
to the City Attorney, evidencing the existence of the insurance required by this Agreement.
SECTION XI: 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
City of Orange
300 East Chapman Avenue
Orange, CA 92866
Attn: City Attorney
SECTION XII: ENTIRE AGREEMENT
Law Firm
Ring Bender LLP
3150 Bristol Street, Suite 220
Costa Mesa, CA 92626
Attn: Patrick "Kit" Bobko
This writing constitutes the entire Agreement between the parties with respect to the subject
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B. As a condition precedent to the City's obligation to pay Law Firm any compensation
hereunder, Law Firm shall deliver to the City insurance certificates, in such form as may be acceptable
to the City Attorney, evidencing the existence of the insurance required by this Agreement.
SECTION XI: 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
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the
first date written herein above.
DATED: la aa.
DATED: V 3 1 J Z2.
APPROVED AS TO FORM:
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CITY OF OVCitManager
cipal corporation,
Rob Housto
RING BENDER LLP
By:
Printed Name: Christine Hein
Title: Managing Partner
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the
first date written herein above.
DATED: CITY OF OVCitManager
cipal corporation,
Rob Housto
EXHIBIT "A"
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HOURLY RATES
MATTER(s): Election -related
Matters for the City of Orange
DEPOSIT: N/A
HOURLY RATES:
Patrick K. Bobko, Partner
$385 per hour
Norman A. Dupont, Partner
$385 per hour
Jay A. Tufano, Partner
$350 per hour
Sage Ertman, Associate
$300 per hour
Natasha Gonzalez (paralegal)
$225 per hour
Other Paralegals
$175 to $235 per hour
Contract Attorneys
$315 per hour
EXHIBIT "A"
HOURLY RATES
MATTER(s): Election -related Matters for the City of Orange
DEPOSIT: N/A
unTTRT V R ATFQ-
EXHIBIT "B"
GUIDELINES FOR BILLING
OF LEGAL SERVICES
1. All cases shall be billed monthly.
2. All billing shall be done in .10-hour increments.
3. Each month's bill 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 not pay for new attorneys to "get up to speed" on a file unless approved 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
250 per copy. If copying charges exceed 150 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.
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.
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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.
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