2020/10/28 Lozano Smith, LLP Agreement for Legal ServicesDocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
Lozano Smith
ATTORNEYS AT LAW
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is effective October, 2020, between the CITY OF MENIFEE
("Client") and the law firm of LOZANO SMITH, LLP ("Attorney") (each a "Party" and
collectively the "Parties"). Attorney shall provide legal services as requested by Client on the
following terms and conditions:
1. ENGAGEMENT. Client hires Attorney on an as -requested basis as its legal counsel with
respect to matters the Client refers to Attorney. When Client refers a matter to Attorney,
Attorney shall confirm availability and ability to perform legal services regarding the matter.
After Attorney has completed services for the specific matter referred by Client, then no
continuing attorney -client relationship exists until Client requests further services and Attorney
accepts a new engagement. If Attorney undertakes to provide legal services to represent Client
in such matters, Attorney shall keep Client informed of significant developments and respond to
Client's inquiries regarding those matters. Client understands that Attorney cannot guarantee
any particular results, including the costs and expenses of representation. Client agrees to be
forthcoming with Attorney, to cooperate with Attorney in protecting Client's interests, to keep
Attorney fully informed of developments material to Attorney's representation of client, and to
abide by this Agreement. Client is hereby advised of the right to seek independent legal advice
regarding this Agreement.
2. RATES TO BE CHARGED. Client agrees to pay Attorney for services rendered based
on the attached rate schedule. Agreements for legal fees on other -than -an -hourly basis may be
made by mutual agreement for special projects (including as set forth in future addenda to this
Agreement).
3. REIMBURSEMENT. Client agrees to reimburse Attorney for actual and necessary
expenses and costs incurred in the course of providing legal services to Client, including but not
limited to expert, consultant, mediation and arbitration fees. Attorney shall not be required to
advance costs on behalf of Client over the amount of $1,000 unless otherwise agreed to in
writing by Attorney. Typical expenses advanced for Client, without prior authorization, include
messenger fees, witness fees, expedited delivery charges, travel expenses, court reporter fees and
transcript fees. Client authorizes Attorney to retain experts or consultants to perform services for
Client in relation to litigation or Specialized Services.
4. MONTHLY INVOICES. Attorney shall send Client a statement for fees and costs
incurred every calendar month (the "Statement"). Statements shall set forth the amount, rate and
description of services provided. Client shall pay Attorney's Statements within thirty (30)
calendar days after receipt. An interest charge of one percent (1%) per month shall be assessed
on balances that are more than thirty (30) calendar days past due, not to exceed 10% per annum.
DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
5. COMMUNICATIONS BETWEEN ATTORNEY AND CLIENT. The Parties recognize
that all legal advice provided by Attorney is protected by the Attorney -Client and Work Product
Privileges. In addition to regular telephone, mail and other common business communication
methods, Client hereby authorizes Attorney to use facsimile transmissions, cellular telephone
calls and text, unencrypted email, and other electronic transmissions in communicating with
Client. Unless otherwise instructed by Client, any such communications may include
confidential information.
6. POTENTIAL AND ACTUAL CONFLICTS OF INTEREST. If Attorney becomes
aware of any potential or actual conflict of interest between Client and one or more other clients
represented by Attorney, Attorney will comply with applicable laws and rules of professional
conduct.
7. INDEPENDENT CONTRACTOR. Attorney is an independent contractor and not an
employee of Client.
8. TERMINATION.
a. Termination by, Client. Client may discharge Attorney at any time, with or
without cause, by written notice to Attorney.
b. Termination by Mutual Consent or by Attorney. Attorney may terminate its
services at any time with Client's consent or for good cause. Good cause exists if (a)
Client fails to pay Attorney's Statement within sixty (60) calendar days of its date, (b)
Client fails to comply with other terms of this Agreement, including Client's duty to
cooperate with Attorney in protecting Client's interests, (c) Client has failed to disclose
material facts to Attorney or (d) any other circumstance exists that requires termination of
this engagement under the ethical rules applicable to Attorney. Additionally, to the
extent allowed by law, Attorney may decline to provide services on new matters or may
terminate the Agreement without cause upon written notice to Client if Attorney is not
then providing any legal services to Client. Even if this Agreement is not terminated,
under paragraph 1 an attorney -client relationship exists only when Attorney is providing
legal services to Client.
C. Following Termination. Upon termination by either Party: (i) Client shall
promptly pay all unpaid fees and costs for services provided or costs incurred pursuant to
this Agreement up to the date of termination; (ii) unless otherwise required by law or
agreed to by the Parties, Attorney will provide no legal services following notice of
termination; (iii) Client will cooperate with Attorney in facilitating the orderly transfer of
any outstanding matters to new counsel, including promptly signing a substitution of
counsel form at Attorney's request; and (iv) Client shall, upon request, be provided the
Client's file maintained for the Client by Attorney and shall sign acknowledgment of
receipt upon delivery of that file. For all Statements received by Client from Attorney
prior to the date of termination, Client's failure to notify Attorney in writing of any
disagreement with either the services performed or the charges for those services as
shown in the Statement within thirty (30) calendar days of the date of termination shall be
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DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
deemed Client's acceptance of and agreement with the Statement. For any billing
appearing for the first time on a Statement received by Client from Attorney after the date
of termination, failure to notify Attorney in writing of any disagreement with either the
services performed or the charges for those services within thirty (30) calendar days from
receipt of the Statement shall be deemed to signify Client's acceptance of and agreement
with the Statement.
9. MAINTENANCE OF INSURANCE. Attorney agrees that, during the term of this
Agreement, Attorney shall maintain liability and errors and omissions insurance.
10. CONSULTANT SERVICES. Attorney works with professional consultants that provide
services, including but not limited to investigations, public relations, educational consulting,
leadership mentoring and development, financial, budgeting, management auditing,
board/superintendent relations, administrator evaluation and best practices, and
intergovernmental relations. Attorney does not share its legal fees with such consultants.
Attorney may offer these services to Client upon request.
11. DISPUTE RESOLUTION.
a. Mediation. Except as otherwise set forth in this section, Client and Attorney
agree to make a good faith effort to settle any dispute or claim that arises under this
Agreement through discussions and negotiations and in compliance with applicable law.
In the event of a claim or dispute, either Party may request, in writing to the other Party,
to refer the dispute to mediation. This request shall be made within thirty (30) calendar
days of the action giving rise to the dispute. Upon receipt of a request for mediation,
both Parties shall make a good faith effort to select a mediator and complete the
mediation process within sixty (60) calendar days. The mediator's fee shall be shared
equally between Client and Attorney. Each Party shall bear its own attorney fees and
costs. Whenever possible, any mediator selected shall have expertise in the area of the
dispute and any selected mediator must be knowledgeable regarding the mediation
process. No person shall serve as mediator in any dispute in which that person has any
financial or personal interest in the outcome of the mediation. The mediator's
recommendation, for settlement, if any, is non -binding on the Parties. Mediation
pursuant to this provision shall be private and confidential. Only the Parties and their
representatives may attend any mediation session. Other persons may attend only with
the written permission of both Parties. All persons who attend any mediation session
shall be bound by the confidentiality requirements of California Evidence Code section
1115, et seq., and shall sign an agreement to that effect. Completion of mediation shall
be a condition precedent to arbitration, unless the other Party refuses to cooperate in the
setting of mediation.
b. Dispute Regarding Fees. Any dispute as to attorney fees and/or costs charged
under this Agreement shall to the extent required by law be resolved under the California
Mandatory Fee Arbitration Act (Bus. & Prof. Code §§ 6200, et secs.).
DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
c. Binding Arbitration. Except as otherwise set forth in section (b) above, Client
and Attorney agree to submit all disputes to final and binding arbitration, either following
mediation which fails to resolve all disputes or in lieu of mediation as may be agreed by
the Parties in writing. Either Party may make a written request to the other for
arbitration. If made in lieu of mediation, the request must be made within sixty (60)
calendar days of the action giving rise to the dispute. If the request for arbitration is
made following an unsuccessful attempt to mediate the Parties' disputes, the request must
be made within ten (10) calendar days of termination of the mediation. The Parties shall
make a good faith attempt to select an arbitrator and complete the arbitration within
ninety (90) calendar days. If there is no agreement on an arbitrator, the Parties shall use
the Judicial Arbitration and Mediation Service (JAMS). The arbitrator's qualifications
must meet the criteria set forth above for a mediator, except, in addition, the arbitrator
shall be an attorney unless otherwise agreed by the Parties. The arbitrator's fee shall be
shared equally by both Parties. Each Party shall bear its own attorney fees and other
costs. The arbitrator shall render a written decision and provide it to both Parties. The
arbitrator may award any remedy or relief otherwise available in court and the decision
shall set forth the reasons for the award. The arbitrator shall not have any authority to
amend or modify this agreement. Any arbitration conducted pursuant to this paragraph
shall be governed by California Code of Civil Procedure sections 1281, et seq. By
signing this Agreement, Client acknowledges that this agreement to arbitrate results in a
waiver of Client's right to a court or jury trial for any fee dispute or malpractice claim.
This also means that Client is giving up Client's right to discovery and appeal. If Client
later refuses to submit to arbitration after agreeing to do so, Client maybe ordered to
arbitrate pursuant to the provisions of California law. Client acknowledges that before
signing this Agreement and agreeing to binding arbitration, Client is entitled, and has
been given a reasonable opportunity, to seek the advice of independent counsel.
d. Effect of Termination. The terms of this section shall survive the termination of
the Agreement.
12. ENTIRE AGREEMENT. This Agreement with its exhibit supersedes any and all other
prior or contemporaneous oral or written agreements between the Parties. Each Party
acknowledges that no representations, inducements, promises or agreements have been made by
any person which are not incorporated herein, and that any other agreements shall be void.
Furthermore, any modification of this Agreement shall only be effective if in writing signed by
all Parties hereto.
13. SEVERABILITY. Should any provision of this Agreement be held by a court of
competent jurisdiction to be invalid, void or unenforceable, but the remainder of the Agreement
can be enforced without failure of material consideration to any Party, then this Agreement shall
not be affected and it shall remain in full force and effect, unless amended or modified by mutual
consent of the Parties; provided, however, that if the invalidity or unenforceability of any
provision of this Agreement results in a material failure of consideration, then, to the extent
allowed by law, the Party adversely affected thereby shall have the right in its sole discretion to
terminate this Agreement upon providing written notice of such termination to the other Party.
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DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
14. NON -WAIVER. None of the provisions of this Agreement shall be considered waived
by either Party unless such waiver is specified in writing.
15. NO THIRD PARTY RIGHTS. This Agreement shall not create any rights in, or inure to
the benefit of, any third party.
16. ASSIGNMENT. The terms of this Agreement may not be assigned to any third party.
Neither Party may assign any right of recovery under or related to the Agreement to any third
Party.
SO AGREED:
4.
I-CVENT Si 1 A T1Q E ATTOR ? S x
City of Menifee
BY (Authorized Signature)
FDocuSigned by:
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AND TITLE OF PERSON SIGNING
Lozano Smith, LLP
BY (Authorized Signature)
NAME AND TIT O PERSON SIGNING
Armando G. Villa, City Manager Karen M. Rezendes, Managing Partner
DATE EXECUTED DATE EXECUTED
10/29/2020 /�—�
Approved as to Form:
DocuSigned by:
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Jeffrey T. Melching, City Attorney
Attest:
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cuSigned by:
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fiB93 3144PcAE8
Sarah A. Manwaring, City Clerk
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DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
Lozano Smith
ATTORNEYS AT LAW
PROFESSIONAL RATE SCHEDULE
FOR CITY OF Menifee
HOURLY PROFESSIONAL RATES
Client agrees to pay Attorney by the following standard hourly rate*:
Hourly Rates for General Legal
Attorneys
$275 per hour
Services
Law Clerk
$195 per hour
Paralegal
$195 per hour
Hourly Rates for Special Legal
Attorneys
$325 per hour
Services including Litigation*
Law Clerk
$195 per hour
Paralegal
$195 per hour
- Kares xor maividual attorneys within each category above vary based upon years of
experience. Specific rates for each attorney are available upon request.
2. BILLING PRACTICE
Lozano Smith will provide a monthly, itemized Statement for services rendered. Time
billed is broken into 1/10 (10) hour increments, allowing for maximum efficiency in the
use of attorney time. Invoices will clearly indicate the department or individuals for whom
services were rendered.
Written responses to audit letter inquiries will be charged to Client on an hourly basis, with
the minimum charge for such responses equaling .5 hours. Travel time shall be prorated if
the assigned attorney travels for two or more clients on the same trip.
3. COSTS AND EXPENSES
In -office copying/electronic communication printing $ 0.25 per page
Facsimile $ 0.25 per page
Postage Actual Usage
Mileage IRS Standard Rate
Other costs, such as messenger, meals, and lodging shall be charged on an actual and
necessary basis.
G
DocuSign Envelope ID: F99E406B-FECC-41B4-B3FB-E1C7DBEFD690
From: McKee, Shawna
To: Margarita Cornejo
Cc: Jeffery T. Melchino; Dall, Heather
Subject: RE: Agreement Review Request: Lozano Smith (Legal Services)
Date: Tuesday, October 27, 2020 1:37:15 PM
Attachments: image005.pnng
[CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless
you recognize the sender and know the content is safe.
Good afternoon,
This agreement is cleared to move forward.
Thanks,
Shawna
Shawna McKee
18575 Jamboree Road, 9th Floor I Irvine, CA 92612
O. (714) 641-5100 1 D. (714) 338-1801
smckee@rutan.com I www.rutan.com
WE HAVE MOVED! Please update your records with our new address.
RUTAN
RUTAN & TUCKER. LLP
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic
Communications Privacy Act (18 USC §§ 2510-2521), (b) may contain confidential and/or legally privileged
information, and (c) are for the sole use of the intended recipient named above. If you have received this electronic
message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution,
or use of the contents of the information received in error is strictly prohibited.
From: Margarita Cornejo [mailto:mcornejo@cityofinenifee.us]
Sent: Tuesday, October 27, 2020 8:42 AM
To: McKee, Shawna <smckee@rutan.com>
Cc: Melching, Jeffrey <jmelching@rutan.com>
Subject: FW: Agreement Review Request: Lozano Smith (Legal Services)
Importance: High
Good Morning Shawna,
Sorry forgot to include you in this agreement request, it is not a City standard agreement template.
Can you please review and advise if this is ok to start routing for signatures or will require
DocuSign Envelope ID: F99E406B-FECC-4lB4-B3FB-E1C7DBEFD690
any changes?
Thankyou!
Margarita Cornejo Financial Services Manager
Finance Department
City of Menifee 1 29844 Haun Road I Menifee, CA 92586 (*Please note our new location!)
Direct: (951) 723-3716 1 City Hall: (951) 672-6777 1 Fax: (951) 679-2568
mcornejo@cityofinenifee.us
,:i-7r
1%
MENIFEE
New. Better. Best.
Connect with us on social media: f 1 0 1 a I i13
*Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California
Public Records Act and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be
responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email.
From: Margarita Cornejo
Sent: Monday, October 26, 2020 3:12 PM
To: Jeffery T. Melching <jmelchingl@rutan.com>
Subject: Agreement Review Request: Lozano Smith (Legal Services)
Importance: High
Hello Jeff,
Attached for your review is the proposed Professional Services Agreement with Lozano
Smith for Legal Services
This agreement request is from the City's Human Resources Department.
The HR Department is looking to use Lozano Smith to meet Employment Risk Management
Authority (ERMA) requirements. The proposed agreement is based on Lozano's proposed
DocuSign Envelope ID: F99E406B-FECC-4lB4-B3FB-E1C7DBEFD690
agreement.
Can you please review and advise if this is A to start routing for signatures or will require
any changes?
Thank you!
Margarita Comejo Financial Services Manager
Finance Department
City of Menifee 1 29844 Haun Road Menifee, CA 92586 (*Please note our new location!)
Direct: (951) 723-3716 1 City Hall: (951) 672-6777 Fax: (951) 679-2568
mcornejoPcityofinenifee.us
A&
MENIFEE
New. Better. Best.
Connect with us on social media: f 1 0 1 a I in
*Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California
Public Records Act and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be
responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email.
DocuSign Envelope ID: F99E406B-FECC-41134-1331`13-E1C7DBEFD690
expstat.rpt
10/29/2020 10:59AM
Periods: 0 through 14
100 General Fund
Account Number
100-4112
City Attorney
100-4112-52800
Legal Services - General
100-4112-52801
Legal Services - HR/Labor Related
100-4112-52806
Legal Services -Code
100-4112-52827
Legal Services - Litigation
100-4112-52828
Legal Services - Planning
100-4112-52829
Legal Services - PW/Eng
100-4112-52830
Legal Services - Reimbursable
100-4112-52833
Legal Services - Menifee Police Dept.
100-4112-59005
Operating Transfer Out - IT Support
Total General Fund
Grand Total
Expenditure Status Report
City of Menifee
7/1/2020 through 6/30/2021
Adjusted Year-to-date Year-to-date
Appropriation Expenditures Expenditures Encumbrances
275,000.00
25,739.98
25,739.98
0.00
20,000.00
3,820.25
3,820.25
0.00
65,000.00
5,368.17
5,368.17
0.00
176,809.00
8,524.60
8,524.60
0.00
65,000.00
1,404.00
1,404.00
0.00
15,000.00
0.00
0.00
0.00
150,000.00
0.00
0.00
0.00
100,000.00
1,840.00
1,840.00
0.00
135,837.00
0.00
0.00
0.00
1,002,646.00
46,697.00
46,697.00
0.00
1,002,646.00
46,697.00
46,697.00
0.00
Page: 1
Prct
Balance Used
249,260.02
9.36
16,179.75
19.10
59,631.83
8.26
168,284.40
4.82
63,596.00
2.16
15,000.00
0.00
150,000.00
0.00
98,160.00
1.84
135,837.00
0.00
955,949.00
4.66
955,949.00 4.66
Page: 1