CONTRACT 3483 Professional Services Agreement CLOSED3483.
AGREEMENT FOR LEGAL SERVICES
(Special Counsel)
THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement ") is made and entered
into as of January 13, 2005, by and between the CITY OF EL SEGUNDO (the "City ") and
ROBERT F. MESSINGER, ESQ., an individual ( "Robert Messinger ").
WITNESSETH:
WHEREAS, the City desires to retain Robert Messinger to perform certain specified
legal services which are needed by it; and
WHEREAS, it is the desire of the parties hereto to formalize their relationship by means
of this Agreement pertaining to the performance of such legal services; and
WHEREAS, Robert Messinger has agreed to provide such legal services, in the time,
manner and for the compensation, as hereinafter set forth; and
WHEREAS, the City Council has heretofore determined that the public interest,
convenience, economy and general welfare will be served by this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED, as follows:
1. Special Counsel Services.
Robert Messinger shall provide legal services relating to financial matters and any
other matters assigned to Robert Messinger by the City Attorney.
2. Compensation. Robert Messinger shall be compensated by City for the performance
of such services as follows:
A. Standard Legal Fees. City agrees to pay Robert Messinger promptly for
the legal services rendered hereunder. At present, Mr. Messinger's rate for these services
is $225.00 per hour, with an annual not -to- exceed amount of twenty -five thousand dollars
($25,000).
B. Bond Counsel and /or Disclosure Counsel Fees. The fee structure for
disclosure counsel services is negotiable and will be an addendum to this Agreement. All
fees relating to disclosure counsel services are payable in full upon the closing of the
transaction. Payment of the fees are entirely contingent upon the successful execution
and delivery of the bonds or notes to be payable on or after delivery exce t for out -of-
pocket expenses, the payment of which is subject to paragraph C, hereof.
C. Reimbursable Expenses. In addition to legal fees, Robert Messinger also
will incur various costs and expenses in performing legal services under this Agreement.
These costs and expenses commonly include fees fixed by law or assessed by public
agencies (such as court filing fees or document recording fees), long distance telephone
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calls, messenger and other delivery fees, postage, parking, photocopying and other
reproduction costs, word processing charges, fax charges, charges for computer research,
court reporter fees, and other similar items.
3. Billing. Except for services for which compensation is specified in Section 23,
Robert Messinger will bill the City for its legal services and costs on a monthly basis, and each
such bill is to be paid in full within 30 days thereafter. The bills will describe legal work
performed, will itemize fees charged in increments of 1 /10th of one hour, and will describe costs
incurred. For services for which compensation is specified in Sections 2.13, Robert Messinger
will bill the City pursuant to said Section.
4. Insurance. In accordance with California Business and Professions Code Section
6148(a)(4), Robert Messinger hereby confirms to the City that he maintains errors and omissions
insurance coverage applicable to the legal services to be rendered to the City as provided in this
Agreement. At his sole cost and expense, Robert Messinger shall obtain, and maintain in full
force and effect throughout the term of this Agreement, workers' compensation insurance
covering all employees, if any, of Robert Messinger performing services his behalf under this
Agreement. Robert Messinger shall hold the City harmless against any liability which it may
incur toward said employees, if any, specifically including liability for the payment of workers'
compensation benefits.
5. Term and Termination. The City may discharge Robert Messinger at any time by
written notice effective when received by Robert Messinger. This Agreement will terminate, in
any event, upon the closing of the bond issue contemplated herein. If Robert Messinger is the
City's attorney of record in any proceeding, the City will execute and return a Substitution of
Attorney form immediately on its receipt from Robert Messinger. Unless the parties otherwise
agree in writing, Robert Messinger will provide no further services and advance no further costs
on the City's behalf after receipt of the notice. Robert Messinger may withdraw from the
engagement with the City's consent or for good cause. Good cause includes the City's breach of
this contract, its failure to pay Robert Messinger's bills as agreed herein and in a timely manner,
its refusal to cooperate with Robert Messinger or to follow Robert Messinger's advice on a
material matter, or any fact or circumstance that would render Robert Messinger's continuing
representation unlawful or unethical. Notwithstanding a discharge or Robert Messinger's
withdrawal, the City will remain obligated to pay Robert Messinger for all legal services
provided under this Agreement and to reimburse Robert Messinger for all costs incurred prior to
termination, as provided in this Agreement.
6. Results Not Guaranteed. Although Robert Messinger may offer an opinion about
possible results regarding the subject matter of this engagement, Robert Messinger cannot and
does not guarantee any particular result. The City acknowledges that Robert Messinger has
made no promise about the outcome of the subject matter of this engagement and that any
opinion or advice offered in the future will not constitute a guaranty.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives thereunto duly authorized.
ATTEST:
Cindy Mortesen, City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
CITY OF EL SEGUNDO
By:
Mary Strenn, City Manager
Dated:
ROBERT F. MESSINGER
Y•
Robert F. Messinger
Dated:U'4 '15-
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