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Home My WebLink AboutAGR-7949 - NIELSEN MERKSAMER, LLP. - ATTORNEY SERVICESDocusign Envelope ID: FD23AA86-B13A4-848A-82B7-2731CDC8993F Initial AGR-7949 C ATTORNEY SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the City of Orange,a municipal corporation City")and NIELSEN MERKSAMER,LLP,a limited liability partnership("Law Firm")to be effective as of this 22nd day of June 2026 ("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 municipal governance, elections, and other related 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 Christopher Skinnell 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: FD23AA86-BDA4-848A-82B7-2731CDC8993F 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 FIFTY- NINE THOUSAND NINE HUNDRED NINETY-NINE DOLLARS and 00/100 ($59,999.00) 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 to City during performance of this Agreement, Law Firm shall immediately, but in no event fewer than 2 Docusign Envelope ID:FD23AA86-BDA4-848A-82B7-2731CDC8993F 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 Firm. 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. Law Firm can also withdraw from this representation at any time, except to the extent limited by applicable law or rules of professional conduct. Some reasons for Law Firm's withdrawal might include, but are not limited to: City fails to honor the terms of this engagement letter or fails to pay statements in a timely manner; City makes it unreasonably difficult for Law Firm to represent it effectively or insists on conduct contrary to our advice on a matter; or Facts or circumstances arise that, in Law Firm's view, render Law Firm's continuing representation unlawful or unethical. If Law Firm elects to withdraw, City will take all steps necessary to free Law Firm of any obligation to perform further services, including the execution of any documents necessary to complete Law Firm's withdrawal. Notwithstanding such withdrawal, City will remain obligated to pay Law Firm for all services provided and to reimburse Law Firm for all costs and expenses paid or incurred on City's behalf before the termination or which are reasonably necessary thereafter. Law Firm's representation of City will be considered terminated at the earliest of City's termination of Law Firm's representation, Law Firm's withdrawal from representation of City, or the substantial completion of Law Firm's work for City(as may be evidenced by a final bill,by a substantial period of inactivity). 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 3 Docusign Envelope IL):FD23AA86-13DA4-848A-82B7-2731CDC8993F 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. 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 Nielsen Merksamer, LLP 300 East Chapman Avenue 2350 Kerner Boulevard, Suite 250 Orange, CA 92866 San Rafael, CA 94901 Attn: Nathalie Adourian Attn: Christopher Skinnell ndourian@cityoforange.org cskinnell@nmgovlaw.com 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. 4 Docusign Envelope ID:FD23AA86-BDA4-848A-82B7-2731CDC8993F 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, Signed by: By2602A4Jaraa'L. i aeribrand, City Manager NIELSEN MERKSAMER, LLP, a limited liability partnership rSigned by: ektra:rOphe,t, 5/e illBy' ryuiasaorroeHaChristopher idnnell, Partner ATTEST: Signed by: A.,..1..._eixt.,.._,.. ED 8 EF43A.. PamD8e a o eman, City Clerk APPROVED AS TO FORM: Docusign.d by: wp7uCO3v 48a , NatIiahe Ac ourian, City Attorney 4 5