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Home My WebLink AboutAGR-7934 - MORGAN, LEWIS, & BOCKIUS, LLC. - ATTORNEY SERVICESDocusign Envelope ID:332EE4A2-A995-8EC3-80AC-207C7A050452 AGR-7934 Initial ATTORNEY SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the City of Orange, a municipal corporation("City") and Morgan,Lewis &Bockius LLP, A Limited Liability Partnership ("Law Firm") to be effective as of May 26 2026, (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, Law Firm represents that it possesses the skill, qualifications, experience, and resources necessary to render said assistance as hereinafter provided. NOW, THEREFORE, FOR AM) 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 City to provide legal services related to the review of the City's insurance policy and to directly advise City staff on such matters. B. Law Firm has assigned Jeffrey S. Raskin 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 the 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:332EE4A2-A995-8EC3-80AC-207C7A050452 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 are estimated to be around Nine Thousand Dollars and 00/100 ($9,000.00). The City acknowledges that this is not a fixed fee. Law Firm's legal fees are based on the complexity, novelty and difficulty of the questions involved, the magnitude of the matter, any time limitations or other special demands presented, and are therefore subject to change. 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 review and either approve or dispute each invoice within thirty (30) days of receipt. City shall pay all undisputed 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 2 Docusign Envelope ID:332EE4A2-A995-8EC3-80AC-207C7A050452 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 8:TERIVIINATION 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,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; provided, however, Law Firm retains ownership of any internal resources (e.g., know-how, templates, training materials, software tools, precedents, or pre-existing materials of the Law Firm)that Law Firm has developed or develops at no cost to the City and further provided that Law Firm is permitted to retain a copy of any pertinent documents in accordance with its professional obligation and document retention policy. 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:INTENTIONALLY OMITTED SECTION 10: RESERVED 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. Cq Law Firm Orange City Attorney Morgan, Lewis &Bockius LLP 300 East Chapman Avenue One Market, Spear Street Tower Orange, CA 92866 San Francisco, CA 94105-1596 Attn: Kirsten B. Shea Attn: Jeffrey S. Raskin kshea@cityoforange.org jeffrey.raskin@morganlewis.com 3 Docusign Envelope ID:332EE4A2-A995-8EC3-80AC-207C7A050452 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. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth. CITY OF ORANGE, a municipal corporation, Signed by: By. C Fp..JaraL. i denbrand, City Manager Morgan, Lewis & Bockius LLP, A Limited Liability Partnership Signed by: By: •-q S. I°a.S6i1n, JeffGibGb y'4U41 rey S. `Raskin, Partner ATTEST: Signed by: 6 E 888EF43A. Pamela tofeman, City Clerk APPROVED AS TO FORM: Signed by: Shia Kirsen . e 66EZ 6t 93a... Senior Assistant City Attorney J 4