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HomeMy WebLinkAbout11 - CC-13 - Retention of Hansonbridgett for Legal - 9/6/2011CITY COUNCIL AGENDA REPORT MEETING DATE: SEPTMBER 6, 2011 ITEM NUMBER: SUBJECT: RETENTION OF HANSONBRIDGETT FOR LEGAL SERVICES DATE: AUGUST 31, 2011 FROM: CITY ATTORNEY'S OFFICE PRESENTATION THOMAS P. DUARTE, CITY ATTORNEY BY: FOR FURTHER INFORMATION CONTACT: Thomas P. Duarte, 714-446-1400 RECOMMENDATION: Authorize City Attorney to execute an Engagement Letter with HansonBridgett for legal services related to guidance and assistance to the City in implementing a plan to outsourcing certain municipal services. BACKGROUND: The City Council currently seeks to outsource certain municipal services. Initially, Council sought guidance from the City Attorney to determine what municipal services may be outsourced. The City Attorney determined that the City may outsource special services and advice in financial, economic, accounting, engineering, legal, or administrative matters if such persons are specially trained and experienced and competent to perform the special services required. Cal. Gov. Code section 53060. But, the City Attorney's office also determined that there is no exact bright line rule to determine what municipal services may or may not be contracted out. To that end, Council instructed the City Attorney to seek the specialized services of the HansonBridgett to help assist in this matter. ANALYSIS: The Engagement Letter outlines the limited scope of HansonBridgett's representation of the City. Essentially, HansonBridgett is only representing the City by providing guidance and assistance to the City to implement a plan of outsourcing certain municipal services. Any representation beyond that requires HansonBridgett's and the City's mutual agreement. HansonBridgett will charge $325.00 per hour for engaging the services of Joan L. Cassman and $295.00 for engaging the services of Steve Miller. Moreover, there may be additional fees related to work done by attorneys, paralegals, and legal research assistants, all at different hourly rates, to handle work equal to their experience and expertise. Additional attorneys with specific areas of expertise may become involved, but such involvement will be contingent upon the City's approval. Further, all invoices will be directed towards the City Attorney, Thomas P. Duarte, unless specified otherwise. ALTERNATIVES CONSIDERED: The Council could choose not to approve the Engagement Letter, in which case, HansonBridgett's work for the City would simply not commence. FISCAL REVIEW: The potential fees to be paid to HansonBridgett are charged at $325 an hour for Joan L. Cassman, $295 for Steve Miller, and other additional fees for work completed by additional attorneys, paralegals, and legal research assistants. Because their representation of the City has not yet fully commenced, the costs associated with this retention agreement are still unknown. LEGAL REVIEW: The City Attorney's office has reviewed and approved the retention agreement as to form. CONCLUSION: Council is requested to approve the Engagement Letter and authorize the City Attorney to sign it on behalf of the City, and authorize the City CEO to pay any fees billed by HansonBridgett in connection with the services they will provide to us. THOMAS R. HATCH Chief Executive Officer ATTACHMENTS: 1 Engagement Letter THOMAS P. DUARTE City Attorney E JOAN L.CASSMAN PARTNER DIRECT DIAL 415 995 5021 DIRECT FAX 415 995 3414 E-MAIL jcassman@hansonbridgett.com August 26, 2011 Thomas P. Duarte Jones & Mayer 3777 North Harbor Boulevard Fullerton, CA 92835 Re: Engagement Letter Dear Tom: ATTACHMENT 1 HansonBridgett We have enjoyed serving Costa Mesa these past few months. This letter will confirm the continuing engagement of Hanson Bridgett LLP to provide legal services to the City of Costa Mesa. Our engagement will involve providing guidance and assistance to the City to implement a plan of outsourcing certain municipal services. We look forward to working with you and the City in pursuing these legal objectives. I will be the attorney responsible for this matter. My billing rate is $325 per hour. I will be assisted by Steve Miller whose hourly rate is $295. When appropriate, we use attorneys, paralegals, and legal research assistants at different hourly rates to handle work commensurate with their experience and expertise. Attorneys with special expertise in a given area, such as labor and employment law or litigation in this case, may become involved in your representation from time to time, with your approval. Our invoices contain a detailed narrative of the services rendered, together with the name of the attorney or paralegal involved, the time spent, and the amount charged. I will send our invoices to your attention unless you direct otherwise. The attached Billing and Policy Summary providing details as to our representation is the same as that previously sent to you. We realize there are many qualified firms from which to choose and are pleased you have selected our firm to continue to assist you with your matter. We care deeply about our clients and we strive to provide exceptional client service to all of our clients. We value the City of Costa Mesa as a client and look forward to the continuation of our services to facilitate the achievement of the City's objectives. Sincerely, L. Cassman Hanson Bridgett LLP 425 Market Street, 26th Floor, San Francisco, CA 94105 hansonbridgett.com 3332171.1 ATTACHMENT 1 Thomas P. Duarte August 26, 2011 Page 2 I have read and understand this engagement letter/fee agreement and the attachments. I hereby confirm the engagement of Hanson Bridgett LLP to represent [me] [give name of company] in accordance with its terms. CITY OF COSTA MESA: By: _ Title: Date: By: _ Title: Date: 3332171.1 ATTACHMENT 1 HansonBridgett Billing and Policy Summary ]EM. 1. Billing Practices. We have learned from experience that the attorney-client relationship works best when clients receive a full explanation at the outset about fees and payment terms. California law requires written fee agreements in many cases, and we have found that our clients prefer to have them even when not legally required. This "Billing and Policy Summary' sets forth the principles underlying our fees and other charges. Please review it and let me know if you have any questions about our billing policies. In addition, you should direct any future questions about our billing practices or any particular invoices to me. 2. Fees. Except as otherwise agreed with a client, we bill for our services on an hourly basis. We account for our time in tenth -of -an -hour increments, and calculate fees by applying hourly rates assigned to attorneys and other staff to the time spent on a matter. On occasion, we may utilize contract employees to assist in providing legal or paralegal services, working under our direct supervision. In such cases the client is billed at an appropriate hourly rate commensurate with that of our professional staff with equal experience and expertise. All billing rates are reviewed annually and may be adjusted periodically. 3. Other Charges. Depending on the matter, we may have to use various in -office support systems and outside services. Therefore, you may incur and be billed for costs in addition to professional fees, subject only to written policies regarding the billing of disbursements that a client may provide to us in advance of the engagement. Usually we bill such charges to a client's account at the time they are incurred. Examples include photocopying, overnight delivery, messenger services, computer research, travel expenses, court filings, court reporting, and expert witnesses. In some cases, we may request that a client pay the invoice of an outside vendor directly. These expenses are billed at the actual cost with no additional mark up to you. 4. Fee Estimates. From time to time, we may be asked to provide estimates of anticipated fees. Although we will make every effort to do so in a manner appropriate to the circumstances, these estimates may be subject to uncertainties beyond our control. Such estimates should not be viewed as a maximum or minimum fee quotation, unless we expressly confirm so in writing. 5. Billing Procedures. Ordinarily, we will bill clients on a monthly basis. Each invoice will separately state the amount of fees and costs. Unless otherwise specified, each represents fees and disbursements charged to the client through the end of the preceding month. The full amount of each invoice is due upon receipt by the client. Although we seek to include all fees and charges for a billing period, certain time and cost items from a billing period may not appear in the invoice for that period. Instead, they may be included in a later invoice. Matters such as probate, bankruptcy, and trust services and certain financial transactions may involve billing at specified times other than monthly, as mutually agreed upon by the client and the firm, or as required by the court. 6. Payment Terms. Payment is due upon presentation of the invoice. Invoices that remain unpaid after thirty (30) days from the invoice date are subject to a late payment charge of ten percent (10%) per year. Payments that are made "on account" and not identified with a specific invoice will be credited to outstanding invoices chronologically, first to costs and then to fees. 7. Credit Report. By executing this engagement letter, you agree that we have the right to obtain a consumer report from a recognized credit reporting agency. Should we choose to obtain such a report, it would be for the purposes of extending credit to you or to review or collect a past due account. 8. Insurer's Role. If you are insured for all or part of the costs of our representation, we will work with you to provide the insurer with the necessary information regarding the claim. However, insurers frequently assert, rightly or wrongly, that they are not obligated to pay for all fees and costs or to pay them on a current basis. For this reason, our fees and costs will be billed to you and payment will be due from you on a current basis, irrespective of any eventual reimbursement of a portion of your fees and costs by your insurer. 9. Conflicts Review. We have performed a computerized check of potential conflicts of interest that might have prevented us from providing representation in this matter. Based on information provided by you, as well as the information available in our files, we are not aware of any conflicts of interest at this time. If you later learn of any additional parties with an interest in this matter, you should notify us immediately so that we can be certain that they create no problem with this representation. We will conduct a similar search with respect to each new matter you may refer to the firm. 10. Cooperation. To perform our services effectively, we require the support of each client. You can assist us by keeping us fully informed as to facts and developments relevant to our representation of you and to each matter assigned. It is essential that each client (as well as any employees or representatives) provide us with accurate and complete information, including written materials when requested, and that each client make its personnel available to the extent required. Failure to assist in this way may affect our ability to represent a client adequately, and could result in our withdrawal as legal counsel. Hanson Bridgett LLP 425 Market Street, 26th Floor, San Francisco, CA 94105 hansonbridgett.com 3332171.1 ATTACHMENT 1 11. No Warranty of Result. We cannot predict or represent that a particular result can be obtained within a specified time. We can make no promises or guarantees regarding the outcome of the matter or matters that are the subject of our services. 12. Return and Disposition of Files. After our services conclude, we will, upon your request, deliver to you the files that we created in providing representation to you, along with any funds or property of yours in our possession. If you do not request the files, we will retain them for a period of five years after the matter is closed. At the end of the five-year period, we will have no further obligation to retain the files. 13. Arbitration of Disputes. While we certainly do not anticipate conflict between us, in the event of any material dispute regarding the services provided or fees charged by the firm which cannot be settled amicably, we both agree that such dispute shall be submitted, as soon as practicable, to final and binding arbitration in San Francisco in accordance with the rules and procedures of JAMS Inc., a private mediation and arbitration facilitator. Any dispute shall be strictly confidential between us and, except for our own representatives, will not be disclosed to any other person or entity. 14. Termination. Clients may terminate our legal services at any time effective upon delivery of written notice to the firm. In this event, we will be entitled to receive all fees and costs incurred up to the date of termination. Unless we specifically agree to do so, we will provide no further services and advance no further costs on the matter after we receive notice of termination. Our right to terminate services to a client is subject to certain Rules of Professional Conduct that (a) require us to take reasonable steps to avoid foreseeable prejudice to the client from our withdrawal, and (b) establish standards for mandatory and permissive withdrawal under certain circumstances. Failure by a client to pay our bills in full, and on a timely basis, can constitute adequate grounds for us to withdraw. If we are attorney of record in any proceeding at the time we receive a termination notice, you will be required to execute and return a Substitution of Attorney consent immediately upon receipt, regardless of who initiates the termination. 15. Entire Agreement. This attached letter and this Billing and Policy Summary represent our entire agreement, which will be effective on the date of your signature. It supersedes all prior agreements, statements, or guarantees made before this time. To signify your agreement with the terms of this letter, please sign the original and retain it for your files. You should sign the enclosed copy of the letter and return it to us for our files. I am enclosing a pre -addressed envelope for your convenience. Of course, you have the right to seek the opinion of independent legal counsel or any other advisors, if you wish to do so, in order to determine whether each and every aspect of this agreement is in your best interests and is acceptable as drafted. -2- 3332171.1