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HomeMy WebLinkAboutAGR-7650 - GOLDFARB & LIPMAN LLP - ATTORNEY SERVICES AGREEMENT - MARCH 4, 2024DocuSign Envelope ID:FBBDD52D-4739-4202-81)21-AF09C968751C ADS AGR-7650 57- ATTORNEY SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the City of Orange, a municipal corporation ("City") and Goldfarb & Lipman LLP, a limited liability partnership ("Law Firm") to be effective as of this 4th day of March 2024("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, 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 AS FOLLOWS: SECTION 1:SERVICES A. Law Firm is being retained by the City to provide specialized legal services related to housing matters. 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 Barbara E, Kautz 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 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. DocuSign Envelope ID:FBBDD52D-4739-42D2-8D71-AFO9C968751C 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 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. 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 City. SECTION 6: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 2 DocuSign Envelope ID:FBBDD52D-4739-421D2-8D21-AF09C968751C 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 8: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 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 City and shall immediately be placed in the physical possession of City by Law Finn. 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, 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. 3 DocuSign Envelope ID:FBBDD52D-4739-42D2-8D21-AF09C968751 C 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. Law Firm City of Orange Goldfarb& Lipman LLP 300 East Chapman Avenue 300 Clay Street, Eleventh Floor Orange, CA 92866 Oakland, CA 94612 Attn: City Attorney Attn: Barbara E. Kautz SECTION 12: 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. 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 Firm and to bind Law Firm hereto. Remainder of page intentionally left blank; signatures on next page) 4 UocuSign Envelope ID: I-BBDD52D-4739-42D2-8D" ^09C968751C 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, Docusgned by: Lt6004S G. 6,6, 8FAAF5B630A1486.. Thomas C. Kisela, City Manager GOLDFARB & LIPMANN LLP DocuSigned by: By: <7321)57fiC.357(14410 Printed Name: • Barbara E. Kautz Title: Partner APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY c—DocuSigned by: Malt, litOffa 060B01F3676E496 Mike Vigliotta, City Attorney 5 DocuSign Envelope ID: FBBDD52D-4739-4202-8D21-AF09C968751C EXHIBIT "A" Beneath this sheet] DocuSign Envelope ID: FBBDD52D-4739-42D2-81)71-AFrJ9C968751C gold fa r b 1300 Cloy Street, Eleventh Floor i p m a n Oakland, California 94612 attorneys 510836-6336 M David Kroot February 5, 2024 Lynn Hutchins Karen M.Tiedemann via e-mail Thomas H. Webber Michael Vigliotta, City Attorney Dianne Jackson McLean City of Orange Robert C. Mills 300 East Chapman Avenue Isabel L. Brown Orange, CA 92866 James T. Diamond,Jr. mvigliotta@cityoforange.org Margaret F.Jung Heather J. Gould Re: Legal Services—City of Orange William F. DiCamillo Amy DeVaudreuil Dear Michael: Barbara E. Kautz Goldfarb & Lipman LLP would be pleased to provide legal services to the City of Orange Rafael Yaquibn (the "City") in connection with the review of so-called "builder's remedy" projects. In Celia W. Lee particular, as directed by the City, Goldfarb & Lipman will provide advice regarding the Dolores Bastian Dalton processing of those projects. Goldfarb & Lipman may also provide other legal assistance Joshua J. Mason if directed by the City in writing. The parties will execute an amendment to this agreement if defending the City in litigation related to these projects. Jeffrey A. Streiffer Elizabeth R. Klueck I will have primary responsibility for our work with you on this matter. Our goal is to Jhailo R. Brown provide you with quality legal services, on schedule and at a reasonable cost. To that Gabrielle B. Janssens end, we may also draw on the services of other colleagues as needed to provide the most Rye P. Murphy cost-effective services. Using our professional judgment, we will endeavor to assign Benjamin Funk work on your behalf to those attorneys and other personnel that we deem appropriate under the circumstances. Aileen T. Nguyen Katie Dahlinghaus Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Brandon V. Stracener Schedule, and payable monthly based on the number of hours expended on the matter. Matthew S. Heaton Our billing rates for this matter reflect our discounted rates for legal advice and Nazanin Salehi representation for public entity clients and are subject to the increases described in Erin C. Lapeyrolerie attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement Mindo Bautista Hickey upon sixty (60) days prior written notice to you. If you choose not to consent to the Jocelyn A. Portales increased rates, you may terminate our services by written notice effective when received Colleen A. Wisel by us. The time charged will include, but is not limited to, the time spent on travel to the Thomas J. Levendosky City, telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with City staff and other parties and attorneys. Los Angeles 213 627,6336 San Diego 619 239-6336 Goldfarb & Lipman LLP 990051\010689085.1 DocuSign Envelope ID:FBBDD52D-4739-42D2-81"" ^F09C968751C Mr. Michael Vigliotta City of Orange April 18, 2023 Page 2 The legal personnel assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given. When signed by an authorized agent on behalf of the City, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required. Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: bkautz@goldfarblipman.com, and keep a copy for your files. We appreciate the opportunity to work with you and City staff members, and look forward to representing the City of Orange in this matter. Very truly yours, BARBARA E. KAUTZ bkautz@goldfarblipman.com Enclosures: Rate Schedule;Billing Policies and Procedures 990051\01\3689085.1 DocuSign Envelope ID: FBBDD52D-4739-42D2-8D"" '-09C968751C Mr. Michael Vigliotta City of Orange February 5, 2024 Page 3 ACCEPTED AND AGREED: THE CITY OF ORANGE By: Its: Date: t .1..kit 990051\01\3689085.1 DocuSign Envelope ID:FBBDD52D-4739-42D2-8[ =09C968751C Goldfarb & Lipman LLP Billing Rates Partner 375 - $425 Senior Counsel 355 - $370 Associate 270 - $370 Senior Law Clerk 245 Law Clerk 235 990051\01\3689085.1 DocuSign Envelope ID:FBBDD52D-4739-42D2-8C__ --09C968751C GOLDFARB& LIPMAN LLP LEGAL REPRESENTATION POLICIES AND PROCEDURES Dear Client: Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures. To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you. It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, travel, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you. Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month. We carry professional liability insurance above the limits required by law. It is our policy to retain and ultimately destroy all files, documents,records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation,whether the client has paid for them or not. In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation. Very truly yours, GOLDFARB & LIPMAN LLP 990051\O1\3689085.1 DocuSign Envelope ID: FBBDD52D-4739-42D2-8C— -=09C968751C 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 actual time for travel if authorized by the City. 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. DocuSign Envelope ID:FBBDD52D-4739-42D2-8[ F09C968751C 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. 2