AGR-7423 - KANE, BALLMER & BERKMANST
AG R-7423
ATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Orange, a municipal
corporation ("City') and KANE, BALLMER & BERKMAN, a professional corporation ("Law
Firm') to be effective as of this 3rd day of November 2022 ("Agreement').
RECITALS
WHEREAS, the City Attorney of the City of Orange ("City Attorney') 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, City desires to engage the Law Firm, in association with the City Attorney,
to provide advice and assistance in connection with the development of an affordable rental
housing project to be located on the City's former corporation yard (the "Project"), 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 HERETO AS FOLLOWS:
SECTION 1: SERVICES
A. Law Firm is being retained by the City to provide specialized legal services and
legal assistance to the City pertaining to the Project. 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 Murray Kane as lead counsel primarily responsible for the
Project. 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.
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 set forth in Exhibit "A," attached and incorporated
herein by this reference. Total payments for services performed pursuant to this Agreement,
including reimbursables, shall not exceed THIRTY THOUSAND DOLLARS and 001100
($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.
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 the City.
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SECTION G: 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 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 "consultant" status on any of the attorneys or other firm
personnel providing services to City, and Law Firm enters this Agreement on condition that, under
City's conflict code, neither Law Firm not its attorneys or other personnel qualify as public
officials.
SECTION & TERMINATION
This Agreement and all legal services to be rendered hereunder may be terminated at any
time by City Attorney with or without cause. Upon such termination, or upon the conclusion of
such services by Law Finn, 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 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 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 City.
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 a condition precedent to City's obligation to pay Law Firm any compensation
hereunder and upon City's request, 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.
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
City of Orange
300 East Chapman Avenue
Orange, CA 92866
Attn: City Attorney
SECTION 12: ENTIRE AGREEMENT
Law Firm
Kane, Ballmer & Berkman
515 S. Figueroa Street, Suite 780
Los Angeles, CA 90071-3301
Attn: Murray Kane
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 Finn and to
bind Law Firm hereto.
[Signatures on the 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
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Susan Galvan, Assistant City Manager
KANE, BALLMER & BERKMAN,
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Mary E. Binning
Senior Assistant City Attorney
EXHIBIT "A"
HOURLY RATES
[Beneath this shut]
KANE, BALLMER & BERKNIAN,
A Law Corporation
SCHEDULE OF RATES
Senior Principal
$250/hour
Principal
$250/hour
Of Counsel
$250/hour
Senior Counsel
$250/hour
Senior Associate
$225/hour
Associate
$210/hour
Paralegal
$1001hour
CLASSIFICATION OF ATTORNEYS
Name Status Billable Rate
Royce K. Jones
Senior Principal
$250/hour
Susan Y. Apy
Principal
$250/hour
Kendall D. Levan
Principal
$250/hour
Todd C. Mooney
Principal
$250/hour
Murray O. Kane
Of Counsel
$250/hour
Bruce Gridley
Senior Counsel
$250/hour
NOTE: The same hourly rate is applicable to Court appearances.
NOTE: The firm may modify the name and status of attorneys listed above.
Travel, subsistence, and other out-of-pocket expenses authorized in connection with the
performance of duties under the agreement would include, along with any other such authorized
expenses:
a. The amount of the actual cost of coach class transportation by common carrier, or
at the per mile rate established by the IRS if travel is performed by privately -
owned vehicle;
b. Reasonable subsistence expenses, supported by detailed records in the amount of
actual costs;
C. Taxi fares, long distance telephone calls, postage, online legal research and
similar expenditures in the amount of the actual cost;
d. Duplication costs for all copies at twenty-five (25) cents per page, and facsimile
costs at one dollar (1.00) per page; and
C. Fees and costs incurred by the firm in engaging consultants and experts approved
by the client.
The firm shall not be reimbursed for secretarial or typist services or normal office
operating expenses, with the exception of word processing fees but only if noted in the rate
schedule.
The firm shall be reimbursed for actual litigation costs, fees and expenses, such as filing
fees, expert witness fees, charges for service of process and costs of investigation.
EXHIBIT "B"
GUIDELINES FOR BILLING
OF LEGAL SERVICES
1. All cases shall be billed monthly.
2. All billing shall be done in .1Q-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.
b. 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, LE)GS 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.
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.
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