HomeMy WebLinkAboutContracts & Agreements_215-2021LEGAL 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 Redlands ("Client"), on the
other
RECITAL
On November 22, 2021, Dan McHugh and Jim Topoleski, on behalf of Client, contacted
the Firm and requested that Firm investigate, research, and provide legal advice and counsel
regarding the validity of an agreement between the Inland Counties Emergency Medical Services
Agency and American Medical Response for ambulance services in San Bernardino County
Exclusive Operating Area 8 ("EOA 8 Agreement") and other issues and matters related to
emergency medical services ("EMS") and emergency ambulance services for City (the
"Engagement") The Engagement does not include any litigation against third parties. Any work
other than the Engagement will be subject to a separate agreement.
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 Client
returns a signed copy of this Agreement.
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 information and documents and will appear when necessary at legal
proceedings. Client's primary contacts for the Engagement shall be Dan McHugh, City Attorney,
City of Redlands, and Jim Topoleski, Fire Chief, Redlands Fire Department.
4 FEES FOR PROFESSIONAL SERVICES AND BILLING PRACTICES
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(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 Billmg Personnel is charged in increments of six mmutes, r 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 wntmg at least thirty (30) days in advance
(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 opposmg 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 heanng or other
proceedmg, each will charge for the time spent Client will not be charged for travel time
5 COSTS AND OTHER CHARGES
The Firm will incur vanous 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 other travel expenses,
outside photocopymg and other reproduction costs Except for the items hsted on the Rate
Schedule, all costs and expenses will be charged at the Firm's cost, with no markup
6 BILLING STATEMENTS
The Firm shall send detailed billing statements showing all fees and costs incurred on the
Engagement on a monthly basis The Firm will send, via email, the detailed billing statements to
Darnel J McHugh, City Attorney, City of Redlands, dmchugh@crtyofredlands org
7 DISCHARGE AND WITHDRAWAL
(a) The Attorney -Client relationship is one of mutual trust, confidence and respect Thus,
Client retams 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 contmumg 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 dehver to Client any Client funds or
property in its possession The Firm reserves the right to destroy any of Client's records or files
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relating to the Engagement that are not returned to Client one year after the conclusion of the
Firm's services
8 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.
9 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. Any lawsuit or arbitration arising out of this Agreement shall be
brought in San Diego, California.
10 DISPUTES BETWEEN THE FIRM AND CLIENT
(a) The prevailing party in any action or proceeding to enforce any provision of this
Agreement will be awarded reasonable attorney's fees and costs incurred in that action or
proceeding or in efforts to negotiate thematter
(b) 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. If either party rejects a nonbinding fee arbitration award under the MFAA, by timely
submission of a request for trial de novo, the Firm and Client agree that in lieu of a trial de novo
in court, the trial after non -binding MFAA arbitration shall be binding arbitration pursuant to the
provisions of section 11(b) above.
11 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.
12 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.
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13 MODIFICATION BY SUBSEQUENT AGREEMENT
This Agreement may be modified by subsequent agreement of the parties only by an
instrument rn writing signed by all parties
14 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, the Firm and Client, agree to be hable for all obligations under this
Agreement
Clty of Redlands
Dated Novembei 30 2021 By.
Dated. November SR2021
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Paul T Barich, Mayoi
Wright, L'Estrange & Er
By.
drew E Schouten, partner
RATE SCHEDULE
A. Identification
Client: City of Redlands
Matter Investigate, research, and provide legal advice and counsel regarding the validity of an
agreement between the Inland Counties Emergency Medical Services Agency and American
Medical Response for ambulance services in San Bernardino County Exclusive Operating Area 8
("EOA 8 Agreement") and other issues and matters related to emergency medical services
("EMS") and emergency ambulance services for City of Redlands.
Month. November 2021
B Hourly Rates for Some Legal Personnel
Joseph T Ergastolo, Attorney (Managing Partner) $400/hour
Andrew E. Schouten, Attorney (Partner) $350/hour
Davin H. Kono, Attorney (Associate) $250/hour
Daniel M. Doft, Attorney (Associate) $250/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 are
passed through to Client without any markup
Mileage will be charged at the current IRS reimbursement rate. That rate is currently 56
cents per mile. That rate may change in the future. If so, that change will be incorporated by
reference into this Legal Services Contract.
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