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CONTRACT 3359 Service Agreement CLOSED"NI m AGREEMENT FOR CITY ATTORNEY SERVICES THIS AGREEMENT, made and entered into by and between the CITY OF EL SEGUNDO, a General Law City (hereinafter "City") and the law firm of Jenkins & Hogin, LLP (hereinafter "JH") and shall be dated as of September 1, 2004. In consideration of the mutual covenants and agreements set forth herein the parties agree as follow: SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts: A. City desires to engage the services of JH to serve as the City Attorney for City and to perform all legal services which are needed by the City; and B. It is the desire of the parties hereto to formalize, by means of this Agreement, their relationship pertaining to the performance of such legal services; and C. JH has agreed to provide such legal services, in the time, manner and for the compensation, as hereinafter set forth; and D. That City Council of City has determined that the public interest, convenience and necessity require the execution of this Agreement. SECTION 2. LEGAL SERVICES. JH shall perform the legal services necessary to serve the City, which shall include, but are not limited, to the following: A. The designated City Attorney or the designated Assistant City Attorney shall attend all meetings of the City Council unless excused by the City Council or, as appropriate, the City Manager; and B. Provide legal counsel at such other meetings of boards, joint powers authorities, commissions and committees of the City as directed by the City Council or City Manager; and C. Provide legal advice and opinions on all matters affecting the City when requested by the City Council, the City Manager, or a Department Head (as approved by the City Manager), and D. Prepare and approve as to legal form all resolutions, ordinances, contracts, agreements and other legal documents; and E. Undertake civil and criminal prosecution of violations of City ordinances; and F. Represent the City in administrative proceedings and civil litigation to which the City is a party; and G. Provide legal advice and opinions on all financial matters affecting the City when requested by the City Council, the City Manager, or a Department Head,. CADocuments and SettingMensley-MTocal Settings\Temporary Internet Files\OLKITI Segundo City Attorney Contract.doe -3 5 JH shall not be required to perform the services described above where to do so would be a conflict of interest pursuant to the State Bar Act. When requested by the City Manager, JH shall provide City with an estimate of the costs of litigation or other services to be provided. The City Council shall retain the right to direct that attorneys other than JH perform legal work for the City. SECTION 3. DESIGNATION OF CITY ATTORNEY. MARK D. HENSLEY of JH shall be appointed City Attorney of City, and Karl H. Berger shall be appointed as Assistant City Attorney of City. Such appointees shall serve at the pleasure of the City Council of City and may be changed by Council action without amending this Agreement. Such appointees shall have the authority vested in city attorneys by the applicable laws of the State of California. The designated City Attorney shall be responsible for performing or causing to be performed the work described in Section 2 of this Agreement. In the event that the designated City Attorney and/or the designated Assistant City Attorney are incapacitated or otherwise unable to perform their duties, the City Manager shall designate an acting City Attorney or Assistant City Attorney as appropriate, subject to the later confirmation of the City Council. SECTION 4. COMPENSATION. JH shall be compensated by City for the performance of such services as follows: A. Basic Retainer. JH shall be compensated for the performance of basic retainer services pursuant to this Agreement in the amount of Five Thousand ($5,000.00) per calendar month commencing as of the effective date of this Agreement. Basic retainer services for the purposes of this Agreement shall be deemed to be: Attendance at up to Four (4) City Council meetings per month, of whatever length, and office hours of Eight (8) hours per week in the City Hall. B. Additional Services. JH shall be compensated for additional services in accordance with the following: 1. Performance of Services by Designated City Attorney and Assistant City Attorney. For all time spent by the designated City Attorney and Assistant City Attorney in excess of the basic retainer rate per calendar month, JH shall be compensated on an hourly basis of One Hundred Forty Dollars ($140.00) per hour for all time so spent by the Assistant City Attorney, and One Hundred Forty Five Dollars ($145.00) per hour for all time so spent by the City Attorney. The hourly rates of the designated City Attorney and Assistant City Attorney, exclusive of the basic retainer services, shall be increased or decreased subject to City Council approval. 2. Legal Services Provided by Attorneys Other Than Designated City Attorney and Assistant City Attorney. JH shall be compensated for the performance of legal services by attorneys other than the designated City Attorney and Assistant City Attorney at the hourly rate of $150.00 for associates and $175.00 for partners. CADocuments and Scttings\Hensley-M\L.ocal _2_ Settings\Temporary Internet Files\OLKI\El Segundo City Attorney Contract.doc 3. Legal Services for which the City's Receives Reimbursement. To the extent JH provide legal services for the City for which the City receives reimbursement from third parties (for example, preparation of development agreements), JH shall be compensated for associates based upon their years of experience ($150 per hours for first year associates, $160 per hour for second year associates, and continuing on at $10 per hour increments through associates with 7 or more years of experience at the rate of $220 per hour) and partners at the rate of $265 per hour. 4 Expenses. JH shall be entitled to reimbursement for all reasonable and necessary expenses incurred by it in the performance of legal services hereto, provided that the same are first approved by the City Manager. Reimbursable expenses to which JH shall be entitled shall include: extraordinary duplication costs; and messenger service. Expert witnesses and other expert costs shall be approved prior to engagement by the City Manager. 5.Payment for Services. JH shall submit monthly statements to the City Manager for all services provided and costs incurred pursuant to the terms of this Agreement. Said statements shall clearly set forth by date the type of work performed, the time spent on a task and the attorney performing the task. The City Attorney shall meet with the City Manager monthly to review the statements. Payment to JH shall be made by City within thirty (30) days of receipt of the statement, except for those specific items on the billing which are contested or questioned and returned by City with an explanation within thirty (30) days of receipt of the statement. JH shall provide to City a written response to any statement contested or questioned and further, upon request of City, provide City with any and all documents related to the service or costs. No charge shall be made for time expended in meeting or providing this information to the City, nor for time expended preparing the statements. SECTION 5. TERM. The term of this Agreement shall commence as of September 1, 2004, and shall continue thereafter unless terminated by either party hereto pursuant to the terms of this Agreement. City may terminate this Agreement at any time, by giving notice in writing prior to termination. JH may terminate on the giving of thirty (30) days written notice to the City of such termination. JH will comply with all obligations required of it pursuant to the State Bar Act in connection with a termination and the transition to replacement counsel. JH shall be compensated for its services rendered through and including the effective date of such termination. SECTION 6. NOTICES. Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same to the custody of the United States Postal Service, or its lawful successor, postage prepared and addressed as follows: CITY: City of El Segundo 350 Main Street El Segundo, California 90245 C:U7ocuments and SettingsWensley-WLocal _3_ Settings\Temporary Internet Files\OLKITI Segundo City Attorney Contract.doc . � l Attention: City Manager JH: Jenkins & Hogin 1230 Rosecrans Avenue, Suite 110 Manhattan Beach, California 90266 Attention: Mark D. Hensley, Esq. Service of a notice by personal service shall be deemed to have been given as of the date of such personal service. Notices given by deposit with the United States Postal Service shall be deemed to have been given two (2) consecutive business days following the deposit of the same in the custody of said Postal Service. Either party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. SECTION 7. INDEMNIFICATION. JH does hereby agree to hold City, and its elected and appointed officers and officials, employees and other agents free and harmless from any claim, demand or judgment which may arise based upon personal injury or damage to property to a third party arising out of the negligent or intentional misconduct by JH. SECTION 8. INSURANCE. Not in derogation of the provisions of Paragraph 7 hereof, JH does hereby agree to take out and maintain in full force and effect under the terms of this Agreement the following insurance coverage: A. Such insurance coverage as is required pursuant to the Workers' Compensation Laws of the State of California; and B. A general commercial liability policy with, coverage of not less than $1,000,000, C. Professional Liability (errors and omissions) insurance in an amount of not less than $1,000,000.00. SECTION 9. GENERAL PROVISIONS. A. JH shall not assign this Agreement, or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that JH is uniquely qualified to perform the services provided for in this Agreement. B. JH is and shall at all times remain as to the City a wholly independent contractor. JH shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner employees of the City. City acknowledges and agrees that the City Attorney, Assistant City Attorney and attorneys representing the City will need to represent to others as officers of the City. C. In the performance of this Agreement, JH shall not engage in discrimination in employment of persons because of the age, race, color, sex, national origin or ancestry or religion of such persons. C:\L7ocuments and SettingMensley-WLocal _4_, Settings\Temporary Internet Files\OLKITI Segundo City Attorney Contract.doc D. Nothing contained in this Agreement shall be deemed, construed or represented by the City or JH to any third person to create the relationship of principal or agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature between the City and JH, including an employer/employee relationship. E. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed and acknowledged by both of the parties hereto. F. The City Attorney shall meet at least quarterly with the City Manager or the City Council, as requested, to review the performance of this Agreement. G. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their representatives as follows: CITY OF El, SEGUN IO, a Gcner aw City By: u KELLY I MAYOR ATTEST: By: t L CINDY . ORTESEN CITY CLERK JENKINS & HOGIN, 101 CADocuments and Scttings\Hens1ey-M\L.oca1 5_ Settingffemporary Internet Files\OLKITI Segundo City Attorney Contract.doc EL SEGUNDO CITY COUNCIL MEETING DATE: July 20, 2004 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding approval of an Agreement with Jenkins & Hogin, LLP, to provide City Attorney legal services to the City with City Attorney Mark Hensley continuing his appointment as City Attorney. RECOMMENDED COUNCIL ACTION: 1) Approve Agreement with Jenkins & Hogin, LLP to be executed by the Mayor; 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: Effective September 1, 2004, City Attorney Mark Hensley will be leaving Burke, Williams & Sorensen, LLP, and begin practicing law with the Jenkins & Hogin, LLP. Assistant City Attorney Karl Berger will become an associate of Jenkins & Hogin on September 1 as well. Jenkins & Hogin currently provide city attorney services to the Cities of Diamond Bar, Hermosa Beach, Lomita, Malibu, Rolling Hills and West Hollywood and have offices located in the City of Manhattan Beach. The City Council at its July 15, 2004, Special Council Meeting, decided to continue the appointment of City Attorney Mark Hensley as he transitions from Burke, Williams & Sorensen to Jenkins & Hogin. (continued on next page) ATTACHED SUPPORTING DOCUMENTS: Draft Agreement FISCAL IMPACT: NONE ORIGINATED BY: DATE: � 1 Mark Hensley, City Attorney REVIEWED BY: DATE: K y Mary Stren , City Manager C:\Documents and Settings\Hensley-M\Local Settings\Temporary Internet Files\OLK1\City Attorney Services Staff Report McDOWELL REVISIONS.doc g1