CONTRACT 5371 Other CLOSED Agreement No. 5371
AT,roizNF,,V REPRI�,SLNTATTON AGREEMENT
I. PARTIES
This Attorney Representation Agreement ("Agreement") is entered into by and between
the law firm of ATKINSON, ANDELSON, LOVA, RUUD & ROMO, a professional
corporation, hereinafter referred to as "Attorney" or the "Law Firm" and City of El Segundo.
hereinafter referred to as "Client."
11. PURPOSE
Client desires to retain and engage Law Firm to provide legal services and consultation
relating to labor negotiations.,
III. 'I'ERMS AND CONDITIONS
A, Feesfor Seryl S
1. Hourly Rate Services
Client agrees to pay the Law Firm at the following standard hourly rates:
Partners— For Labor Negotiations—$290
It is contemplated that, the Firm will, and the Firm reserves the right to, increase its hourly
rates each year, ef1cclive each January I after the MCLItion of this Agreement, unless the
Agreement is canceled or this provision is modified in writing. The Parties agree that Firm will
not 'increase the Partner Hourly Rate for Labor Negotiations until September 1, 2018.
2. Costs and ExIsp-S
In addition to the fees described above, Client agrees to pay for photocopies ($.20 per
page), mailing fees, messenger services, word processing ($40.00 per hour), and parking
expenses..
The Client also agrees to pays costs relating to fees charged by third parties retained to
perform services ancillary to the Law Finn's representation of Client. These include, but are not
ti mired to, deposition and court reporter fees, transcript costs, witness 'fees (including expert
witnesses), process server fees, and other similar third party feet, The Law Firm shall not be,
obligated to advance costs on behalf of Client; however, for purposes of convenience and in
order to expedite matters, the Law Firm reserves the right to advance costs on behalf of Client
with Client's prior approval in the event a particular cost item exceeds $200.00 in amount, and
without the prior approval of Client in the event a particular cost item totals $200.00 or less,
B. B i I I i I igj'rag,Licgs
1. A detailed description of the work perfuniied and the costs and expenses
advanced by the Law Firm will be prepared on a monthly basis as of-the last clay o(" the month
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and will be mailed to Client on or about the 15th of the following month, unless other
arrangements are made. Payment of the full amount due, as reflected on the monthly statement,
will be due to the Law Firm from Client by the 10th of the month following delivery of the
statement, unless other arrangements are made. In the event that there are funds of Client in the
Law Finn's Trust Account at the time a monthly billing statement is prepared, funds will be
transferred from the Law firm's Trust Account to the Law Firm's General Account to the extent
of the balance due on the monthly statement and a credit will be reflected on the monthly
statement. Any balance of fees or costs advanced remaicung unpaid for a period of 30 days will
be subj ect to a I% per month service charge.
?. Hourly rate services shall be charged to Client at a minimum increment of one-
tenth hour, including reasonable travel time billed portal-to-portal. When time spent by Attorney
on a particular service exceeds one-tenth hour, the charge will be rounded up to the next one-
tenth hour increment.
3. Client agrees to review the Law Firm's monthly statements promptly upon receipt
and to notify the Law Firm, in writing, with respect to any disagreement with the monthly
statement.
C. 1 rnain;;ation of Representation
Client has the right, at any time, and either with or without good cause, to discharge the
Law Film as its attorneys. In the event of such a discharge of the Law Firm by Client, however,
any and all unpaid attorneys' fees and costs owing to the Firm by Client shall be immediately due
and payable.
The Law Firm reserves the right to discontinue the performance of legal services on
behalf of Client on a particular matter upon the occurrence of anyone or more of the following
events:
I, Upon order of a court of law requiring the Law Firma to discontinue the
performance of legal services;
?. Upon a determination by the Law Firm in the exercise of its reasonable and sole
discretion, that state or federal legal ethical principles require it to discontinue the performance
of legal services;
3. Upon a failure of Client to perform any of Client's obligations with respect to the
payment of the Law Firm's fees, costs or expenses as reflected on the monthly bill; or,
4. Upon failure to cooperate with Law Firm as described in paragraph E.
In the event that the Law Firm ceases to perform legal services for Client, Client agrees
that it will promptly pay to the Law Firm any and all unpaid fees and costs advanced. Further,
the Client agrees that, with respect to any litigation where the Law Film has made an appearance
in a court of law on its behalf, Client will promptly execute an appropriate Substitution of
Attorney form. Any termination of Law Firm's representation on such a matter may be subject to
approval by the applicable court of law.
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D. P'ossible'"Mird Party.Conflicts
The Firm has a number of attorneys, The Firm may currently or in the future represent
one or more other clients in matters involving Client. The Firm undertakes this engagement on
the condition that the Firm may represent another client in a matter in which the Firm does not
represent Client, even if the interests of the other client are adverse to those of Client (including
appearance on behalf of another client adverse to Client in litigation or arbitration), provided the
other matter is not substantially related to the Firm's representation of Client and in the course of
representing Client attorneys of the Firm have not obtained confidential information of Client
material to the representation of the other client ("Permitted Adverse Representation"). Client's
consent to this arrangement is required because of its possible adverse effects on performance of
the Firm's duties as attorneys to remain loyal and available to those other clients and to render
legal services with vigor and competence. Also; if an attorney does not continue an engagement
or must withdraw therefrom, the client may incur delay, prejudice or additional cost such as
acquainting new counsel for the matter. Client agrees not to seek to disqualify the Firm from
representing such other client in any Permitted Adverse Representation.
E. Client C'oq~neration
Client. understands and agrees that, in order for the Law Firm to represent Client
effectively, it is necessary for Client to assist and cooperate with the Law Firm during this
engagement. Client agrees to (1) make its employees and officials available to discuss issues as
they arise; (2) attend and participate in meetings, preparation sessions and court proceedings,
review drafts of documents. and perform other activities in connection with the representation;
and (3) provide complete and accurate information and documents to us on a timely basis.
Noncooperation will be grounds for the Law Firm's withdrawal from representing Client on a
particular matter. It is essential that Client and the Law Firm maintain open communications.
F. Arbitr tion_'waiver of,lur J ria l
The parties agree that all disputes which arise between the Client and the Law Firm,
whether financial or otherwise regarding the attorney-client relationship, shall be resolved by
binding arbitration. Each side shall bear their own costs and attorneys` fee s. The parties agree to
waive their right to a jury trial and to an appeal.
G. Protection Of ClienLC_011f1deatces - Fli h `l'ecl.lmCommunication 'l Devices
The Law Firm is aware of its important obligation to preserve the secrets and confidences of its
clients which it holds in precious trust for them. To that end it is important that Client and the
Law Firm agree from the outset what kinds of communications technology the Law Firm should
employ in the course of representing Client. For example, the exchange of documents and other
information using email or other types of electronic communications involves some risk that
information will be retrieved by third parties with no right to see it. Even the use of facsimile
machines can cause problems if documents are sent to numbers where the documents sit in open
view.
Therefore, Client should only provide the Law Firm with cellular numbers, facsimile
numbers and email addresses which are acceptable to Client for receiving confidential
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communications from the Law Firm.. Client agrees that the Law Firm may use any of the cellular
numbers, facsimile numbers and email addresses other than those which you specify in writing
that the Law Firm should not use.
H. Document Retentip,!) and Destruction
After a file on a matter is closed, Client has a right to request the Law Firm to return the
file to Client. Absent such a request, the Law Firm shall retain the file on Client's behalf for a
period of five (5)years. Following this period of time, the Law Firm will destroy such files.
1. Insurance clti°enexmma
(a) Required Coverage. Without limiting Firm's indemnification, it is agreed that
Firm shall maintain in force at all times during the term of this Agreement insurance as
specified below. Said insurance, with the exception of Worker's Compensation and
Errors & Omissions Liability, shall name the Client as additional insureds and evidence
of said insurance shall be delivered to Client in certificate and endorsement forms
acceptable to the Client prior to execution of this Agreement.
(b) General Provisions.
i. Firm shall obtain Commercial General Liability (in an amount of no less
than $1,000,000 per oecurrence)insurance acceptable to the Client in a
company or companies admitted in California and with a Best rating of no
less than A V11 or as acceptable to the Client. The endorsements, naming
the Client as an additional insured, are to be signed by a person authorized
by Firm's insurer to bind coverage on its behalf.
ii. The limits of insurance required in the Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella
or excess insurance shall contain or be endorsed to contain a provision,that
such coverage shall also apply on a primary and non-contributory basis for
the benefit of the Client (if agreed to in a written contract) before the
Client's own insurance or self-insurance shall be called upon to protect it
as a named insured.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided .to the Client, its elected or appointed officers,
officials, employees, agents or volunteers.
iv. The insurance provided by these policies shall not be suspended, voided,
canceled, or reduced in coverage or in limits except after thirty days
written notice has been received by the Client.
(c) Additional Insured. The Client will be named as an additional insured for all
liability arising out of the operations by or on behalf of the named insured, and
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this policy protects the additional insured, its officers, agents and employees
against liability for personal and bodily injuries, deaths or property damage or
destruction arising in any respect, directly or indirectly, in the performance of the
contract.
Each such policy shall be endorsed with the following language:
The City of El Segundo , its elected or appointed officers, officials, employees
and volunteers are included as insureds with regard to damages and defense of
claims arising from: (a) activities performed by or on behalf of the Named
Insured, including the insured's general supervision of the Named Insured, (b)
products and completed operations of the Named Insured, or (c) premises owned,
leased or used by the Named Insured.
(d) Firm warrants that it is aware of the provisions of the California Labor Code
which require every employer to he insured against liability for workers'
compensation or to undertake self-insurance in accordance with the provisions of
that code. Firm further agrees that it will comply with such provisions before
commencing the performance of the work under this Agreement. Firm shall
provide City with written proof of such worker's compensation insurance.
i. Waiver of Subrogation. Firm and Firm's insurance company agree to
waive all rights of subrogation against Client, its elected or appointed officials,
agents, and employees for losses paid under Firm's workers' compensation
insurance policy which arise from the work performed by Firm for Client.
J. Miscellaneous
1. Law Firm and Client agree that the Law Firm, while engaged in carrying
out and complying with any of the terms and conditions of this
Agreement, is an independent contractor and is not an employee of Client.
2. The Law Firm maintains errors and omissions insurance coverage
applicable to the services to be rendered in an amount not less than
$2,000,000 per occurrence and shall provide Client with written proof of
such insurance..
K. Ent ire AgM> neiit
This Agreement represents the entire agreement between Client and the Law Firm unless
a particular matter is covered by a separate written agreement. By execution of this Agreement
Client certifies that it has carefully reviewed and understands the contents of this Agreement and
agrees to be bound by all of its terms and conditions. Furthermore, Client acknowledges that the
Law Firm has made no representations or guarantees regarding the outcome, or the time
necessary to complete or resolve a particular matter. No change or waiver of any of the
provisions of this Agreement will be binding on either Client or the Law Finn unless the change
is in writing and signed by both Client and the Law Firm,
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IV, DURATION
This Agreement shall commence on August 1, 2017. The attorney-client relationship
between the Firm and Client will cease at the conclusion of the matter(s) specified above. If the
Firm is not asked by Client to provide advice for a period of one (1) year from the last date the
Firm provided such advice, both Client and the Firm agree that the attorney-client relationship
terminated on the last date the Firm provided advice without further action or notice by either
party.
"Law Firm"
ATKINSON, ANDELSON, LOYA, RUUD & ROMO
By: , 1 �
Dated:....... July 27, 2017 _ Irma RodAguer Moisa
"Client"
CITY OF EL SEGUNDO
JDated:.._............_....._._.
Fl
g a penter, City Manager
ATT ST;
Tr y,.W, ver
ity Clerk
AP D AS TO FORM:
17- -T
ltk�
Mark D. Hensley
City Attorney
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