AGR-7059 - WAYNE W WINTHERS - ATTORNEY SERVICES AGREEMENTA R 7
ATTORNEY SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of Orange, a municipal
corporation ("City") and Wayne W. Winthers, a sole proprietor ("Attorney") to be effective as of this
q+ day of : , 2020 (hereafter, "Agreement").
WITNESSETH
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, Attorney represents that he 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. Attorney is being retained by the City to provide legal services related to litigation
defense in several matters in which he is familiar. This representation may involve the interest of
City, its officers, employees, former officers or former employees as directed by the City Attorney.
B. Attorney shall not assign other lawyers for work under this agreement without prior
approval of the City Attorney.
C. Attorney 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.
D. Attorney 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 the City Attorney.
E. Attorney shall not incur any expenses or costs for experts, doctors, or consultants or
specialists without first obtaining authorization from the City Attorney.
F. Attorney's service pursuant to this Agreement shall be performed in a professional,
ethical manner and to the satisfaction of the City Attorney and City Council.
SECTION II:
PAYMENT:
A. City shall pay Attorney for services rendered pursuant to this Agreement at the hourly
rate as follows:
i) For services performed prior to October 1, 2020, at the hourly rate of TWO
HLJNDRED DOLLARS and 00/100 ($200.00). and
ii) For services performed after October 1, 2020, at the hourly rate of TWO
HiJNDRED FIFTY DOI.LARS and 00/100. ($250.00).
B. Total payments for services performed pursuant to this Agreement shall not exceed
THIRTY THOUSAND DOLLARS and 00/100 ($30,000.00) without prior approval of City Council
of City. A condition precedent to any payment to Attorney shall be that Attorney shall submit, at least
quarterly, a separate statement of account on each file which clearly sets forth by dates the designated
items of work,the work time of each item and amount charged for said work time.
C. City shall pay invoices within 35 days of approval of the invoice.
D. City shall compensate Attorney in accordance with the attached"Guidelines for Billing
of Legal Services" set forth in Exhibit "A" attached hereto and Attorney 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
between the parties hereto.
SECTION IV:
ASSIGNMENT - Attorney shall not assign or transfer its interest in this Agreement without
the written consent of the City Attorney.
SECTION V:
COMPLIANCE WITH APPLICABLE LAWS - In performance of this Agreement, Attorney
shall abide by and conform to any and all applicable laws of the United States, State of California, and
ordinances and polices of City.
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SECTION VI:
CAPACITY AS AN INDEPENDENT CONTRACTOR - Performance of Attorney'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 VII:
CONFLICT OF INTEREST - It is recognized that Attorney may have clients who may, from
time to time, have interests adverse to City and Attorney reserves the right to represent such clients in
matters not connected with case(s) assigned Attorney by City. Should Attorney represent a client who
may have interests adverse to City during performance of this Agreement, Attorney shall immediately,
but in no event less than ten(10) days, upon becoming aware of said possible adverse interest provide
written notice to City of the possible adverse interest. Attorney agrees to comply with any obligations
pursuant to California Government Code §87100 et seq.
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 Attorney, all finished and unf'inished documents, case data and
reports, both originals and all copies, relating to such matter and then in the possession of Attorney
shall be deemed the property of City and shall immediately be placed in the physical possession of
City by Attorney. In the event of such termination, Attorney 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:
NOTICES - Notices and communications concerning this Agreement shall be sent to the
following addresses:
C Law Firm
Orange City Attorney Wayne W. Winthers, Esq.
300 East Chapman Avenue 2222 N. State College Blvd.
Orange, CA 92866 Fullerton, CA 92831
Attn: City Attorney
SECTION X:
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.
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SECTION XI:
EFFECTIVE DATE AND AUTHORITY - Attorney represents that the signators hold the
positions set forth below their signatures and that the signators are authorized to execute this
Agreement on behalf of Attorney and to bind Attorney hereto.
The effective date of this Agreement sha11 be the first date written herein above.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on
the dates hereinafter respectively set forth.
DATED: o 'oLOa O CITY OF ORANGE, a municipal corporation,
ck Otto, City Manager
WAYNE W. WINTHERS, a sole proprietor
DATED: /4 By: L
Wayne . inthers
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
G . Sheat , ' Atto
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EXHIBIT "A"
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
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.
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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