03.08 Second Amendment Legal Services Litigation DefenseAGENDA ITEM
October 9, 2018
TO: Honorable Mayor and
Members of the City Council
THRU: Rick Otto
City Manager
FROM: Wayne W. Wintherslgph,
City Attorney
1. SUBJECT
ReviewedNerified By:
City Manager
Finance Dire or
To Be Presen ed By: Wayne W. Winthers
X Cons Calendar
City Mgr Rpts
Council Reports
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_ Legal Affairs
Boards/Cmtes
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Plan/Environ
Second 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 The Estate of
Michael Perez v. City of Orange.
2. SUMMARY
The City currently has an agreement with Woodruff, Spradlin & Smart ("Woodruff') to provide
legal services in the matter of The Estate of Michael Perez v. City of Orange which will soon be
expended. The proposed Second Amendment will increase the not to exceed amount by $90,000
from $90,000 to $180,000.
3. RECOMMENDED ACTION
Approve a Second Amendment to Attorney Services Agreement with Woodruff, Spradlin &
Smart in the amount of $90,000, and authorize the Mayor and City Clerk to execute on behalf of
the City.
4. FISCAL IMPACT
The total expenditure for this amendment is $90,000 and will be funded through the General
Fund (100)
5. STRATEGIC PLAN GOAL(S)
1. Be a fiscally healthy community
Strategies:
b) Expend fiscal resources responsibly.
ITEM # 3 -9 1 10/9/18
6. GENERAL PLAN IMPLEMENTATION
Not Applicable.
7. DISCUSSION and BACKGROUND
The City has retained the law firm of Woodruff, Spradlin & Smart to provide legal services with
respect to litigation defense in the matter of The Estate of Michael Perez 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 wrongful death, excessive force and civil rights allegations with numerous
parties and is very time consuming for our in-house legal staff, which is why outside counsel has
being retained.
An amendment of the not to exceed amount is necessary to continue to carry out an appropriate
defense in this case.
S. ATTACHMENTS
• Second Amendment to Attorney Services Agreement
ITEM # 2 10/9/18
AGR-6569.2
SECOND AMENDMENT
TO
ATTORNEY SERVICES AGREEMENT
This Second Amendment to Attorney Services Agreement (the "Second 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 reference to the following:
A. The City and the Law Firm entered into that certain Attorney Services Agreement
(Agreement No. 6569) dated as of January 31, 2018 (the "Original Agreement"), which was later
amended by that certain First Amendment to Attorney Services Agreement, dated as of May 2, 2018
(Agreement No. 6569.1) (the "First Amendment"). The Original Agreement and the First
Amendment are incorporated herein by this reference; and
B. The City and the Law Firm desire to further 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 the Law Firm hereby agree that all
references in the Agreement or this Second Amendment to the "Agreement" are deemed and
construed to refer to the Agreement, as implemented by this Second 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 was amended by the First Amendment to provide for an increase of
SIXTY THOUSAND DOLLARS and 00/100 ($60,000.00) in the total not -to -exceed compensation
such that the Law Firm's total compensation under the Original Agreement, as amended by the First
Amendment, would not exceed the sum of NINETY THOUSAND DOLLARS and 00/100
($90,000.00). Section H of the Original Agreement is hereby amended to provide for an increase of
NINETY THOUSAND DOLLARS and 00/100 ($90,000.00) in the total not -to -exceed compensation
such that the Law Firm's total compensation under the Original Agreement, as amended by this First
and Second Amendment shall not exceed ONE HUNDRED EIGHTY THOUSAND DOLLARS and
00/100 ($180,000.00) without the prior authorization of the City.
Section 4. Integration. This Second 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 Second Amendment
amends, as set forth herein, the Original Agreement and the First Amendment and, except as
specifically amended hereby, the Original Agreement and the First Amendment shall remain in full
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this Second Amendment and the terms and provisions of the Original Agreement
and/or the First Amendment, the terms and provisions of this Second Amendment shall control and
govern the rights and obligations of the parties.
IN WITNESS hereof, the parties enter into this Second Amendment 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
Lo
Teresa E. Smith, Mayor
ATTEST:
Mary E. Murphy, City
APPROVED AS TO FORM:
Wayne W. Winthers, City Attorney
*NOTE: The City requires the following signature(s) on behalf of the Law Firm:
— (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.