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CONTRACT 7216 Vender AgreementAleshire & Wynder March 5, 2025 VIA E-MAIL Darrell George, City Manager El Segundo City Hall 350 Main Street El Segundo, CA 90245 E-Mail: rltM:Ir9gd'o.nr Agreement No. 7216 Sunny K. Soltani � ssoltanf@awattorneys.com r (949) 223-1170 I d (949) 250-5407 � awattorneys.com Re: Engagement of Aleshire & Wynder, LLP related to Chevron Oil Refinery Negotiations Dear Mr. George: This letter agreement ("Agreement") is written to set out and confirm the retention of Aleshire & Wynder, LLP ("Firm") to provide legal representation to the City of El Segundo ("Client" or "you") in connection with special counsel services requested by Client as specified herein. This letter is written to set out and confirm the retention of the Firm to provide legal representation to the Client in connection with strategic guidance in negotiations with Chevron Oil Refinery.. In this regard, please know that California Business and Professions Code § 6148 requires a written fee contract between attorneys and their clients to set forth the scope of the legal services which the attorneys have been retained to perform, and the fees which the attorneys will charge to perform those services. 1. Scope of Services The Firm will provide legal assistance to Client related to its discussions and negotiations with Chevron Oil Refinery, including but not limited to matters related to consideration and development and drafting of related applicable taxes and ballot measures as directed by the City Manager ("Services"). 2. Attorneys Providing Services While any or all of the Firm's attorneys, paralegals and staff are available to assist in Client's representation, the attorneys assigned to the Client's representation as responsible attorneys shall be Sunny K. Soltani, William Wynder, and whomever they designate as appropriate. The 09999.000911048102.1 1 Park Plaza, Suite 1000 � Irvine, CA 92614 Agreement No. 7216 Darrell George, City Manager January 28, 2025 Page 2 services of other attorneys and paralegals in the Firm also may be used as is necessary and appropriate as the undersigned determines to provide the Client with the most effective legal service. 3. Compensation, Costs, and Expenses The rates for services provided to Client are set forth in Exhibit "A" attached hereto and made a part hereof. These rates may be reviewed and adjusted by an addendum or amendment to this Agreement. The Firm also might incur various costs and expenses in performing legal services under this Agreement. Client agrees to pay for those costs and expenses, in addition to the hourly fees. Expenses will be reimbursed at the actual cost thereof in accordance with the billing and reimbursement practices set forth in Exhibit A attached hereto and by this reference incorporated herein. The Firm's fees are charged on an hourly basis and are billed monthly with payment due thirty (30) days after the date of the bill. Client agrees to pay for all hourly services when billed on a monthly basis. The Firm shall be entitled to include interest at the rate of one percent (1%) per month on the outstanding balances when an amount is outstanding for more than thirty (30) days after the billing date. 4. Retainer The Firm has not requested a retainer in connection with the representation of Client. Both the Firm and the Client shall have the right to terminate this engagement at any time, subject to reasonable notice. Notwithstanding the Client's discharge or the Firm's withdrawal, the Client will remain obligated to pay the Firm the fees for all legal services provided under this Agreement and to reimburse the Firm for all costs incurred prior to such approved and effectuated discharge, withdrawal or termination. If legal proceedings are instituted to collect fees and costs owing to the Firm, the prevailing party shall be entitled to the allowance of reasonable attorneys' fees and other costs incurred in the action or proceeding. The Firm is entitled to represent itself on all legal matters and the actual time incurred by members of our Firm at our standard hourly rates. The rates are deemed reasonable for collection or other purposes. 09999.0009/ 1048102.1 Agreement No. 7216 Darrell George, City Manager January 28, 2025 Page 3 7. Insurance In accordance with California Business and Professions Code, the Firm hereby informs Client that it maintains errors and omissions insurance coverage in an amount applicable to the services to be rendered. The Firm shall maintain insurance as provided for on the attachment. S. Conflicts The Firm is not aware of any conflict of interest in this representation. Client agrees to inform the Firm of any conflicts which may arise after execution of this Agreement which Client believes would affect the representation of Client. The Firm may have current orfuture clients which may have interests adverse to Client or Client's related entities, and the Firm reserves the right to represent such clients in matters not connected to the representation described herein. If a potential conflict of interest arises in the Firm's representation of two clients, if such conflict is only speculative or minor, the Firm may seek waivers from each client with regard to such representation. However, if real conflicts exist, the Firm would withdraw from representing either client in the matter, and assist them in obtaining outside special counsel. 9. Integration By signing below, Client acknowledges that no oral representations, statements, or inducements, apart from this written agreement, have been made. If any portion of this Agreement is declared invalid by a court, the remainder shall continue in full force and effect. 10. Execution and Authority This Agreement may be executed in counterparts and by electronic signature. In executing this Agreement, you warrant that (i) Client is a duly organized and existing entity, (ii) you are duly authorized to execute and deliver this Agreement on behalf of the Client, (iii) by so executing this Agreement, the Client is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Client is bound. This Agreement supersedes any other agreement between the Firm and the Client. 09999.0009/ 104810 2.1 Agreement No. 7216 Darrell George, City Manager January 28, 2025 Page 4 Please carefully review the terms of this Agreement and, if you find them acceptable, execute and return an executed copy. We appreciate your confidence in selecting Aleshire & Wynder, LLP as legal counsel and we look forward to working with you. Very truly yours, ALESHIRE & WYNDER, LLP Sunny K. Soltani Managing Partner SKS:ab cc: Mark D. Hensley, City Attorney nrl°ia�lw I HAVE REVIEWED THIS LETTER AGREEMENT AND UNDERSTAND THE FOREGOING TERMS AND CONDITIONS AND AGREE TO THEM. I HAVE THE AUTHORITY TO SIGN ON BEHALF OF AND BIND CLIENT. C LlDated. IS'2025 B Y Darrell George, City Manager 09999,0009/1048102.1 Agreement No. 7216 111I January 28, 2025 Page 5 B.T= I I I I I II I � I II I I I I II I III I II I I I I II I � I I! I! I I I I I I�I I I I I I I I I I III III MMMM The Firm's current hourly billing rates are as follows: Partners $400 Associates $300 Paralegals/Law Clerks $185 Hourly rate services are billed based upon the attorney performing the work. The Firm bills time increments of one -tenth (0.1) of an hour, which is about six (6) minutes. Travel time is bill at the hourly billing rates above. These hourly rates are subject to periodic revision wi reasonable notice to you; however, the current rates will remain in effect through December 3 2025. Our rate structure in general may be increased from time to time and is usually adjust r7MUM W Ww ;o *.e., Ja n ua rkN f It, -1) with written documentation con irmi �V the increase to the Client. I 1-he Firm may also incur various costs and expenses in per -forming legal services under th" Agreement. Client agrees to pay for those costs and expenses, in addition to the hourly fees. T A� messenger and other delivery fees, postage, parking, large scale photocopying and 71 reproduction costs.. The monthly billing statements for fees and costs shall indicate the basis of the fees, includinglM detailed and auditable breakdown of the hours worked, the billable rates charged, description of the work performed. i 09999,0009/1048102.1