AGR-6983 - SUTTON LAW FIRM, THE - CALIFORNIA VOTING RIGHTS ACT AND ELECTION LAW ISSUESAs R-6 3
I
ATTORN Y SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Orange, a municipal
corporarion("City") and The Sutton Law Firm, a Califomia corporarion("Law Firm")to be effective
as of this £day of Mazch,2020 ("AgeemenY').
RECTTALS
WHEREAS,the City Attorney of the CiTy of Orange("City Attomey")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 acfions or proceedings to wluch City or its officers or employees aze 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 Attomey, has, on occasion, need of assistance from
outside counsel in maintaining or defending said actions and proceedings or in otherwise seeldng legal
advice or services related to protecting the interests of City; and
WFI REAS, Law Firm xepresents 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 MiTTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS MUTUALLY
AGREED BY AND BETWEEN TAE PARTIES AS FOLLOWS:
SECPION L• SERVICES
k
A. Law Fum is being retained by the CiTy to provide specialized legal services related to g
analysis under the Califomia Voting Rights Act("CVRA")and election law issues. 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 Jim Sutton 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 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 Fum is not authorized to accept service of any summons and complaint or summons
and cross-complaint on behalf of City, its officers, employees, former o cers, or former employees
without prior approval of City. E4
YS
0
1
E. Law Firm shall not incur any expenses or costs for experts, or consultants or specialists
without first obtaining authorization from City Attomey. Such authority may be provided orally.
F. Law Firm's service pursuant to this Agreement shall be performed in a professional,
etlucal manner and to the satisfaction of City Attorney and City Council.
SECTION II: PAYMENT
A, City shall pay Law FLm as consideration for services satisfactorily rendered pursuant to
this Agreement at the hourly rates set forth in E ibit "A," attached and incorporated herein by this
reference. Total payments for services performed pursuant to tlus Agreement shall not exceed THIRTY
THOUSAND DOLLARS and 00/100 ($30,000.00)without prior written approval of City Council. A i
condirion precedent to any payment to Law Firm shall be that Law Firm submit a statement which
clearly sets forth,by dates,the designated items ofwork,the work tune of each item and amount chazged
for said work time.
B. CiTy shall pay invoices wiUiln tlilrty-five(35) days of approval ofthe 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 enritled to compensation for services or billing not rendered in
accordance with such guidelines. i
E
SECTION III: AMENDMENT
R
The terms of this Ageement 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 Attorney.
SECTION V: COMPLIANCE W1TH APPLICABLE LAW5
In performance of this Agreement, Law Firm shall abide by and conform to any and all
applicable laws of the United States, State of Califomia, and ordinances and policies of City.
SECTION VI: CAPACITY AS AN IlVDEPENDENT CONTRACTOR
Performance of Law Firm's services pursuant to this Agreement shall be in the capacity of an
independent contractor and not as an o cer, agent,or employee of City. s
2 f3
a
3
SECTION VII: CONrLICT OF INTEREST
It is recognized that Law Firm may have clients who may, from time to time, have interests i
adverse to City, and Law Firm reserves the right to represent such clients in matters not connected with i
case(s)assigned Law Fnm by City. Should Law Firm represent a client who may have interests adverse itoCityduringperformanceoFthisAgeement,Law Firm shall immediately,but in no event fewer than i
ten(10) days, after becoming aware of said possible adverse interest provide written notice to City of i
the possible adverse interest. Law Fnm agrees to comply wiffi any obligations pursuant to Califomia
Government Code §87100 et seq. The patties agree that the scope of this engagement does not confer
consultanY'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
attomeys or other personnel qualify as public officials.
fS
SECTION VIII: TERNIINATION
i
This Agreement and all legal services to be rendered hereunder may be terminated at any time s
by Ciry Attorney with or without cause. Upon such terminaflon,or upon the conclusion of such services
by Law Firm,all finished and unfinished documents,case data and reports,both originals and a11 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
terminatioq Law Firm shall be paid for all sarisfactory services tendered,unless such termination is for
cause, in wluch event compensation, if any, shall be adjusted in light of the particulaz facts and
circumstances involved in such termination.
SECTION IX: INDEMNIFICATION
Law Firm agrees to indemnify, defend and hold harmless City, its officers, agents, employees,
repxesentatives,and volunteers for damage to property and for injury to or death of any person and from
all claitns,demands,actions,purported liability,or consequeutial damages of any kind or nature arising
out of or in connecrion 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 IiabiliTy or
consequential damages which arise out ofthe misconduct ox negligence of 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;E
6
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, enors 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.
u
3
i
i
B. As a condition precedent to City's obligarion to pay Law Firm any compensarion
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.
SECTION XI: NOTICES
Except as otherv ise 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 eazlier. Norices sent by e-mail shall be deemed received on the date of the
e-mail transmission.
C Law I tirm k
City of Orange The Sutton Law Firm
300 East Chapman Avenue 150 Post Street, Suite 405
Orange, CA 92866 San Francisco, CA 94108
Attn: City Attorney Attn: 7im Sutton
SECTION XII: ENTIRE AGREEMENT
This writing constitutes the enrire 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 XIII: EFFECTIVE DATE AND AUTHORPI'Y
Law Fnm 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 intentionally[ef1 blank;signatures on next pageJ
4
i
IN WITNESS WHEREOF,the Parties here[o have caused this Agreement to be executed on the
first date written herein above.
DAT'ED: S o I D CTTY OF ORANGE, a municipal corporation,
l/
Rick OJt s, City Manager
Tf SUTI'ON LAW FIItM
DATED: I it7 gy; L'`^-"
Printed Name:
Title:
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
B :
G A. Sheatz ity Attorn
GAS:mj
5
EXfIIBIT "A"
HOURLY RATES
Beneath this sheet]
C
I
4
C
2020 ATTORNEY RATES
7ames Sutton(Partner) - $550
Bradley Hertz (Partner) - $500
Matthew Alvarez (Associate) - $300
Nicholas Sanders (Associate) - $275
Dale Bellitto (Associate) - $210
Erica Goodwin (Associate) - $210
Law Clerk- $180
Research Asst. - $100
Chris Gembinski (Political Reporting Unit Director) - $115
Carissa McFadden (Polirical Reporting Unit Manager) - $105
Derek Furr(Political Compliance Specialist) - $90
i
EXFIIBIT"B"
GUIDELIlVES FOR BILLING
OF LEGAL SERVICES
1. All cases shall be billed monthly.
2. All billing shall be done in.10-hour incxements.
3. Each month's bill shall include the total fees and costs incurred to date for the legal
services.
4. Monthly billing eniries shall be by date and task. Entries shall list the names or initials
of each attorney or pazalegal 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 attomeys to "get up to speed" on a file unless approved in
advance by the City Attorney.
6. City encourages the use of pazalegals 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 chazges exceed 15¢per copy, the City encourages use of City
staff for copying services.
8. Messenger and outside chazges are billable at actual cost.
9. Law Firm may charge a maximum of one hour each way or actual tnne for travel,
whichever is less.
10. Research support services(e.g., Westlaw,LEXIS or computer rime or services), long
distance telephone, cellular phone, and postage chazges are billable at actual cost.
Where chazges aze made for reseazch time,the specific issue being reseazched shall be
idenrified on the bill.
11. Except for actual travel costs (plane ticket,taxi, hotel room, etc.) associated with
meetings and events Law Firm personnel aze expected to attend, or must attend, such as
City CouncIl meetings, depositions, and court appearances,meals and costs of travel,
e.g. mileage charges, aze not billable to the City and must be approved in advance by the
City Attorney.
12. Expert witness fees aze not automatically authorized and must be approved in advance
by the City Attorney.
13. City will not pay for secretarial time or secretarial overtnne. City will not pay attomeys
or pazalegals for secretarial tasks or tasks that should be included in your overhead. For
example, faxing, mailing, arranging for messengers and calendazing aze not acceptable
chazges.
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 quesrions shall not constitute a
chazgeable event.
16. City will not pay for billing relating to the attorney contract or insurance.
17. City will not pay for minnnum 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 houriy 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 Attomey.
22. If you are provided with a new case d'uectly 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.
t
z