Loading...
HomeMy WebLinkAboutWright, L'Estrange & Ergastolo 2019-07-24LtP)gzo 117 WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS LEGAL SERVICES CONTRACT THIS AGREEMENT IS A PRIVILEGED COMMUNICATION. Cal. Bus. & Prof. Code § 6149 This Legal Services Contract ("Agreement") is entered into between Wright, L'Estrange & Ergastolo (hereinafter the "Firm"), on the one hand, and the City of Ukiah ("Client"), on the other. RECITAL On July 24, 2019, Client contacted the Firm through its consultant, A.P. Triton, and requested advice regarding advice regarding an incipient dispute with Mendocino County ("County") and Coastal Valley Emergency Medical Services Agency ("CVEMSA"), the local EMS agency for County. CVEMSA recently issued RFP No. 56-17 seeking emergency ambulance providers to service a new exclusive operating area ("EOA") created pursuant to California Health & Safety Code section 1797.224 in inland areas of the County, including within Client's jurisdiction ("RFP"). Client has retained administration of its emergency dispatch, emergency non -transport first response, and emergency ambulance services pursuant to California Health & Safety Code section 1797.201 ("Section 1797.201"). The Firm will investigate, assist with attempts to informally resolve the dispute regarding Client's operations, service area, and legal rights under Section 1797.201, and, if appropriate and so requested by Client, file a declaratory relief lawsuit, petition for writ of mandate, or both, to resolve the dispute (the `Engagement"). In consideration of the foregoing, and mutual agreements and promises hereinafter set forth, Client and the Firm agree as follows: 1. CONDITIONS The Firm will have no obligation to provide legal services for the Engagement until: (a) Client returns a signed copy of this Agreement; (b) Client returns a signed copy of the conflict waiver letter provided to Client with this Agreement; (c) Anderson Valley Community Services District returns a signed copy of a conflict waiver letter provided by Firm to it; and (d) Client pays the initial deposit called for under Paragraph 4. 2. SCOPE OF SERVICES (a) Client is hiring the Firm to represent Client in connection with the Engagement. (b) The Firm will provide the legal services reasonably required to represent Client in the Engagement; and will take reasonable steps to keep Client informed of progress and to respond to Client's inquiries. 3. CLIENT'S DUTIES Client agrees to be truthful with the Firm, to cooperate to keep the Firm informed of developments, to abide by this Agreement, to pay the Firm's billings on time and to keep the Firm advised of Client's addresses, telephone numbers and whereabouts. Client will preserve all relevant evidence, including electronic records and documents. Client will assist the Firm in providing necessary 1 WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS information and documents and will appear when necessary at legal proceedings. Client's primary contacts for the Engagement shall be Sage Sangiacomo, City Manager, the City of Ukiah. 4. DEPOSIT Client agrees to pay Firm an initial deposit of $ 5,000 within 15 days of the full execution of this Agreement, which will be deemed an advance deposit for fees and costs to be incurred in this matter. The hourly charges and costs will be charged against the Deposit. The initial Deposit, as well as any future deposits, will be held in Firm's Client Trust Account pursuant to California Rule of Professional Conduct 1.15(a). Client authorizes Firm to use that deposit to pay the fees and other charges. Client acknowledges that the deposit is not an estimate of total fees and costs to be charged by Attorney, but merely an advance. Client agrees that Firm's right to recover fees and costs from the Deposit or any subsequent deposit held in Firm's Client Trust Account becomes fixed 15 days after the date a monthly billing statement is sent to Client. Client authorizes Firm to withdraw the funds from Firm's Client Trust Account to pay Firm's fees and costs 20 calendar days after the date a monthly billing statement is sent to Client. If Firm receives a written objection from Client within 15 days of sending the monthly billing statement, Firm's right to withdraw the amount that is identified in the objection shall be deemed to be disputed, and Firm will not withdraw the disputed fees and/or costs from the Client Trust Account until the dispute is resolved. If Firm receives an objection from Client more than 25 days after the date the monthly billing statement is sent and after the funds have been withdrawn, Firm will not be required to redeposit the disputed fees and/or costs into the Client Trust Account during the pendency of the dispute. Client agrees to pay all deposits after the initial deposit within 10 days of Firm's demand. In the event there is any money from any deposit remaining in Firm's Client Trust Account after Firm's final billing statement is satisfied, that money will be promptly refunded to Client. Whenever the deposit is exhausted, Firm reserves the right to demand further deposits, each up to a maximum of $ 5,000. Any interest earned on funds in Firm's Client Trust Account is paid to the California State Bar on quarterly basis, less reasonable bank fees, to fund existing programs providing free legal services in civil matters to indigent persons in accordance with California Business and Professions Code sections 6210-6228. 5. FEES FOR PROFESSIONAL SERVICES AND BILLING PRACTICES (a) Client agrees to pay by the hour at the then prevailing rates for time spent on the Engagement by the attorneys, paralegals and law clerks ("Billing Personnel") of the Firm. Time for Billing Personnel is charged in increments of six minutes, i.e., 1/10th of an hour. The current hourly rates charged by the Billing Personnel of the Firm are set forth on the attached Rate Schedule, which constitutes a part of this Agreement. The Rate Schedule also provides for periodic increases, of which Client will be notified in writing at least thirty (30) days in advance. 2 WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS (b) Client will be charged for all time the Billing Personnel of the Firm spend on the Engagement. Therefore, Client will be charged for the time spent on telephone calls, including calls with Client, any co -counsel or opposing counsel. Billing Personnel of the Firm will confer between and among themselves concerning the Engagement; and when they confer, each of the Billing Personnel will charge for the time expended. Likewise, if more than one of the Billing Personnel assigned to work on the Engagement attends a meeting, court hearing or other proceeding, each will charge for the time spent. Client will not be charged for travel time. 6. COSTS AND OTHER CHARGES The Firm will 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 for services. The costs and expenses commonly include court reporters' fees, long distance telephone calls, filing fees, messenger and other delivery fees, postage, parking and travel expenses, outside photocopying and other reproduction costs. Except for the items listed on the Rate Schedule, all costs and expenses will be charged at the Firm's cost, with no markup. 7. BILLING STATEMENTS The Firm will send via email detailed monthly billing statements and a final billing statement to Client, in care of Sage Sangiacomo, City Manager, the City of Ukiah, for fees and costs incurred. 8. COMMUNICATIONS WITH CONSULTANT Client and Firm agree and acknowledge that Client has retained the services of consultant A.P. Triton in connection with the Engagement, that disclosures of confidential Client information and privileged communications between and among the Client, Firm, and A.P. Triton are reasonably necessary for the transmission of such confidential and privileged information or the accomplishment of the Engagement, and that all such disclosures are strictly confidential and shall not to be disclosed to third parties. Client authorizes Firm to communicate with A.P. Triton on all matters related to the Engagement. 9. DISCHARGE AND WITHDRAWAL (a) The Attorney -Client relationship is one of mutual trust, confidence and respect. Thus, Client retains the right to discharge the Firm as Client's counsel at any time for any reason. The Firm may withdraw with Client's consent or for good cause. Good cause includes Client's breach of this Agreement, refusal to cooperate or to follow the Firm's advice on a material matter, refusal to pay reasonable increases in the hourly charges for services after written notice, or any fact or circumstance that would render the Firm's continuing representation unlawful or unethical. Client agrees to sign all paperwork necessary to effect the withdrawal of the Firm in that circumstance. (b) When the Firm's services conclude, all unpaid charges will immediately become due and payable. After those services conclude, the Firm will deliver to Client any Client funds or property in its possession. The Firm reserves the right to destroy any of Client's records or files 3 WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS relating to the Engagement that are not returned to Client one year after the conclusion of the Firm's services. 10. DISCLAIMER OF GUARANTEE Nothing in this Agreement and nothing in the statements made to Client by the personnel of the Firm will be construed as a promise or a guarantee about the amount of time to be devoted to the Engagement, the total cost of the Firm's representation of Client or the outcome of the Engagement. No such promise or guarantee is made. Any comments about the amount of time the Firm will likely devote to the Engagement or the fees and costs likely to be incurred by Client are estimates only. Any comment regarding the outcome of the Engagement is an expression of opinion only, and is not to be construed as a promise or guarantee. 11. CHOICE OF LAW This Agreement, and all the rights and obligations of the parties, shall be governed by the laws of the State of California. 12. DISPUTES BETWEEN THE FIRM AND CLIENT (a) If a dispute arises out of or relating to any aspect of this Agreement between the Firm and Client, or the breach thereof, and if the dispute cannot be settled through negotiation, the Firm and Client agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. The cost of such mediation shall be borne equally by the parties, unless otherwise stipulated in a written agreement between the parties. (b) Any dispute arising under this Agreement or in connection with the Firm's services hereunder, including any claim for professional negligence, may, upon mutual agreement between the Firm and Client, be resolved by binding arbitration to be conducted by the American Arbitration Association. (c) In any dispute over attorneys' fees, costs or both, Client has the right to elect arbitration pursuant to the California Mandatory Fee Arbitration Act ("MFAA") as set forth in California Business and Professions Code sections 6200-6206. Arbitration pursuant to the MFAA is non- binding unless the parties agree in writing after the dispute has arisen, to be bound by the arbitration award. 13. SEVERABILITY IN THE EVENT OF PARTIAL INVALIDITY If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. 4 WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS 14. ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. 15. MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by all parties. 16. EFFECTIVE DATE This Agreement will take effect when Client signs it, but its effective date will be retroactive to the date the Firm first performed services on Client's behalf. The date at the beginning of this Agreement is for reference only. By our signatures below, each of us warrants that we have read this Agreement, including the attached Rate Schedule, and that we understand the terms of the Agreement and agree to them. Each of us agrees to be liable for all obligations under this Agreement. The City of Ukiah Dated: August -It; 2019 By: Dated: August , 2019 S e Siacomo, City Manager Wright, L'Esthange & Ergastolo By: 5 Andrew E, chouten WRIGHT, L'ESTRANGE & ERGASTOLO LAWYERS RATE SCHEDULE A. Identification Client: the City of Ukiah Matter: Provide counsel on, and potentially litigate, dispute with the Mendocino County ("County") and Coastal Valley Emergency Medical Services Agency, the local EMS agency for County, regarding the City of Ukiah's emergency dispatch, non -transport first response, and ambulance service operations, service area, and legal rights under California Health & Safety Code sections 1797.201. Month: August 2019 B. Hourly Rates for Some Legal Personnel Joseph T. Ergastolo, Attorney (Senior Partner) $385/hour Andrew E. Schouten, Attorney (Junior Partner) $275/hour Davin H. Kono, Attorney (Associate) $225/hour Daniel M. Doft, Attorney (Associate) $225/hour Monica B. Araki, Paralegal $125/hour C Standard Charges Firm charges for time in minimum units of .1 of an hour (i.e., 6 minutes). D. Costs and Expenses In -office copying 200/page There are no additional charges for telecopying or word processing; and costs incurred for messenger services, outside copy services and other services provided by outside vendors, including travel, are passed through to Client without any markup. Mileage will be charged at the current IRS reimbursement rate. That rate is currently 58 cents per mile. That rate may change in the future. If so, that change will be incorporated by reference into this Legal Services Contract. 6