SR - AGR-6543.1 - FIRST AMENDMENT LITIGATION DEFENSE CREATIVE HOME DBA CHI CONSTRUCTION V CITY OF ORANGE°P ° AGENDA ITEM
November 13, 2018
TO: Honorable Mayor and
Members of the City Council
THRU: Rick Otto
City Manager
FROM: Wayne W. Winthers�`�
City Attorney
1. SUBJECT
ReviewedNerified B
City Manager
Finance Directo
To Be Presented By:
Wayne W. Winthers
X Cons Calendar
City Mgr Rpts
Council Reports
_ Legal Affairs
Boards/Crates
Public Hrgs
Admin Reports
Plan/Environ
First Amendment to Attorney Services Agreement with the law firm of Woodruff, Spradlin &
Smart to provide legal services related to litigation defense in the matter of Creative Home dba
CHI Construction v. City of Orange.
2. SUMMARY
The City currently has an agreement with Woodruff, Spradlin & Smart ("Woodruff') for an
amount not to exceed $30,000 to provide legal services in the matter of Creative Home dba CHI
Construction v. City of Orange which will soon be expended. The proposed First Amendment
will increase the not to exceed amount by $14,000 from $30,000 to $44,000. This case has been
settled and this amendment will provide sufficient funds for completion of all legal activities.
3. RECOMMENDED ACTION
Approve a First Amendment to Attorney Services Agreement with Woodruff, Spradlin & Smart
in the amount of $14,000, and authorize the Mayor and City Clerk to execute on behalf of the
City.
4. FISCAL IMPACT
The total expenditure for this amendment is $14,000 and will be funded through the General
Fund (100).
5. STRATEGIC PLAN GOAL(S)
Be a fiscally healthy community
Strategies:
b) Expend fiscal resources responsibly.
ITEM # 3.1a- 1 11/13/18
6. GENERAL PLAN IlIIPLEMENTATION
Not Applicable.
7. DISCUSSION and BACKGROUND
The City retained the law firm of Woodruff, Spradlin & Smart to provide legal services with
respect to litigation defense in the matter of Creative Home dba CHI Construction v. City of
Orange.
While the City Attorney's Office does handle most litigation matters, the City does contract with
outside counsel when the complexity or staff time burden requires such. This litigation matter
involve allegations of monetary damages incurred in connection to the Yorba Park Grading
Project and is very time consuming for our in-house legal staff and requires a special expertise,
which is why outside counsel has being retained.
Settlement has been reached in this case and all final documents should already have been
executed and filed. This amendment will provide sufficient funds to close out the case and pay
all outstanding legal fees.
8. ATTACHMENTS
• First Amendment to Attorney Services Agreement
ITEM # 2 11/13/18
AGR-6543.1
FIRST AMENDMENT
TO
ATTORNEY SERVICES AGREEMENT
This First Amendment to Attorney Services Agreement (the "First Amendment") is made and
entered into as of , 2018, by and between the CITY OF ORANGE, a
municipal corporation (the "City"), and WOODRUFF, SPRADLIN & SMART, a professional
corporation (herein referred to as the "Law Firm"), with its principal office for purposes .of this First
Amendment at 555 Anton Blvd, Ste. 1200, Costa Mesa, CA 92626 and with reference to the
following:
A. The City and the Attorney entered into that certain Attorney Services Agreement
(Agreement No. 6543) dated as of November 27, 2017, which is incorporated herein by this
reference (the "Original Agreement"); and
B. The City and the Law Firm desire to amend the Original Agreement to modify, amend
and supplement certain portions of the Original Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross -References. The City and Law Firm agree that all references in this
First Amendment are deemed and construed to refer to the Original Agreement, as implemented by
this First Amendment.
Section 3 Compensation. The total not -to -exceed compensation (exclusive of
reimbursables) set forth in Section II of the Original Agreement for the services to be rendered
thereunder was the sum of THIRTY THOUSAND DOLLARS and 00/100 ($30,000.00). Section II
of the Original Agreement is hereby amended to provide for an increase of FOURTEEN
THOUSAND DOLLARS and 00/100 ($14,000.00) in the total not -to -exceed compensation such that
the Law Finn's total compensation under the Original Agreement, as amended by this First
Amendment shall not exceed FORTY FOUR THOUSAND DOLLARS and 00/100 ($44,000.00)
without the prior authorization of the City.
Section 4. Integration. This First Amendment, the agreements specifically referred to
herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein,
and supersede all negotiations with respect to the subject matter hereof. This First Amendment
amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the
Original Agreement shall remain in full force and effect. To the extent that there is any conflict or
inconsistency between the terms and provisions of this First Amendment and the terms and
provisions of the Original Agreement, the terms and provisions of this First Amendment shall
control and govern the rights and obligations of the parties.
IN WITNESS of this Agreement, the parties enter into this Agreement on the year and day
first above written.
"LAW FIRM"
WOODRUFF, SPRADLIN & SMART,
a professional corporation
*By.
Printed Name:
Title:
*By:
Printed Name:
Title:
"CITY"
CITY OF ORANGE, a municipal corporation
Teresa E. Smith, Mayor
ATTEST:
Robert Zornado, Chief Clerk
APPROVED AS TO FORM:
Wayne W. Winthers, City Attorney
*NOTE: If CONSULTANT is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice President, AND (2) the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. If only one corporate officer exists or one corporate officer holds more than
one corporate office, please so indicate OR
-- The corporate officer named in a corporate resolution as authorized to enter into
this Agreement. A copy of the corporate resolution, certified by the Secretary close
in time to the execution of the Agreement, must be provided to the City.