AGR-6951 - THE SOHAGI LAW GROUP - LITIGATION DEFENSE ORANGE PARK ASSOCIATION VS. CITY OF ORANGEA R-1 95
ATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Orange, a municipal
corporation ("City") and The Sohagi Law Cnoup, a Professional Law Corporation ("Law Firm") to be
effective as of this a5- day of February,2020 ("AgreemenY').
RECITALS
WHEREAS,the City Attorney of the City of Orange("City Attorney")is the chief legal advisor
and litigator for City and is chazged 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 Ciry Council and/or City staff
on legal matters involving the CiTy; and
WHEREAS, CiTy, acting through its City Attomey, has, on occasion, need of assistance from
outside counsel in maintaudng or defending said actions and proceedings or in otherwise seeking legal
advice or services related to protecting the interests of City; and
WHEREAS, Law Fum 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 I:SERVICES
A. Law Firm is being retained by the City to provide specialized legal services related to
litigation defense in the matter of Orange ParkAssociatron v. City of Orange, City Council of the City of
Orange. This representation may involve the interest of City, its officers, employees, former officers or
fomier employees as directed by City Attomey. The legal services to be provided include defense on
behalf of Respondent City of Orange against Petitioner's writ of mandate pursuant to the California
Environmental Quality Act("CEQA").
B. Law Firm has assigned Mazgazet Moore Sohagi as lead counsel primarily responsible
for this matter. 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 Attomey.
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 snnunons
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 fust obtaining authorization&om City Attomey. Such authority may be provided orally.
F. Law Firm's service pursuant to this Agreement shall be perfomied in a professional,
ethical manner and to the satisfaction of City Attomey and City Couocil.
SECTION II: PAYMENT
A. Ciry shall pay Law Fnm 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 perfom ed pursuant to this Agreement shall not exceed THIRTY
THOUSAND DOLLARS and 00/]00 ($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 chazged
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 III: AMENDMENT
The terms of this Agreement can only be amended by written Agreement signed by the parties
hereto.
SECTION IV: ASSIGNMENT
Law Firm shall not assign or transfer its interest in this Agreement without the written consent
of City Attomey.
SECTION V: 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 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 City.
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SECTION VII: CONFLICT OF INTEREST
It is recognized that Law Firm may have clients who may, from rime to time, have interests
adverse to Ciry, 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 Fimi shall immediately,but in no event fewer than
ten (10) days, after becoming awaze 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
Govemment Code §87100 et seq. The parties agree that the scope of this engagement does not confer
consultanY'status on any of the attomeys 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
attomeys or other personnel qualify as public officials.
SECTION VRI: TERD QNATION
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 I,aw Firm,all£nished 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 Fimi. 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 temiination.
SECTION IX: 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,acrions,purported liability,or consequential damages of any kind or nature arising
out of or in connection with Iaw 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 X: INSLJRANCE
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 Califomia 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 omissioas of a
professional na[ure. Any insurance maintained by City shall apply in excess of and not contribute with
insurance provided by this policy.
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B. As a condition precedent [o City's obligation to pay Law Firm any compensation
hereunder, Law Firm shall deliver to City insurance certificates, in such form as may be acceptable [o
City Attomey, 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 par[y 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.
C Law Firm
City of Orange The Sohagi Law Group, PLC
300 East Chapman Avenue 11999 San Vicente Blvd, Suite I50
Orange, CA 92866 Los Angeles, CA 90049
Attn: City Attomey Attn: Mazgaret Moore Sohagi
SECTION XII: ENTIRE AGREEMENT
This writing constitutes the en[ire Agreement between the parties with respect to the subject
matter hereof,and supersedes all prior oral or written representarions or written Agreements which may
have been entered into beriveen 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 XIII: EFFECTIVE DATE AND AUTFIORITY
Law Firm represents that the signatories hold the positions set forth below their signatures and
that the signatories aze authorized to execute this Agreement on behalf of Law Firm and to bind Law
Firm hereto.
Remainder ofpage intentional[y left blank;signatures on nextpageJ
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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:A l o2D CITY OF ORANGE, a municipal corporation,
RickQ , ity Manager
THE SOHAGI LAW GROUP
a Professional Law Corporation
DATED:
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Printed Name: f1'L A-6 /eC.c-T !{-
Title: 7'o.['i(--Q e.0 s C (
APPROVED AS TO'FORM:
OFFICE F THE CITY ATTORNEY
ary A. atz, City e
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THE SOHAGI LAW GROUP, PLC
HOURLY RATES
CLIENT shall pay ATTORNEY the fees and necessary expenses calculated in accordance with the
hourly rates and expense method of billing identified below. Fees and expenses are to be chazged as set
forth below. CLIENT will not pay ATTORNEY for travel rime. CLIENT will reimburse ATTORNEY
for the actual expenses related to the travel.
ATTORNEY structures its services with a primary partner contact for each client. MARGARET
MOORE SOHAGI will act as the principal parmer contact.She will be responsible for coordinating all
matters pertaining to the mattet as well as all billing, staffing needs,and regulaz repor[s.
ATTORNEY's hourly rates are as follows:
Principal/Partuer: 400
Counsel I: 375
Counsel II:350
Associate I: 350
Associate]I: 325
Paralegal: 150
Senior Supervlsing Paralegal 175
Law Clerk: 175
havel: Actual Expense Only
ATTORNEY bills monffily for work performed and cosu advanced. ATTORNEY bIlls all overhead
expenses,such as long-distance telephone chazges, facsimile transmission charges,photocopying and
delivery expenses, as costs advanced. All overhead expenses will be billed at ATTORNEY's wst.
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 attomey or pazalegal working on the matter and full descriptions of tasks
performed. Each task performed shall be listed sepuately.
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 maacimum 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 chazges are made for reseazch 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 couR 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 Attomey.
13. City will not pay for secretarial time or secretarial overtime. City will not pay attomeys
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 chazges.
15. City will not pay for billing or discussion of bills. If we have questions about billing or
need additional informarion 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 chazges 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 Attomey.
21. Any costs in excess of$500 must be approved in advance by the City Attomey.
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 Attomey 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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