Resolution No. 8306t
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RESOLUTION NO. 8306
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
RETAINER AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND ALBRIGHT, YEE & SCHMIT, LLP FOR LEGAL
SERVICES
WHEREAS, the law firm of Albright, Yee & Schmit, LLP ("Law
Firm") specializes in personnel and labor issues; and
WHEREAS, the City of Vernon desires to engage the Law Firm
for legal consulting services, on an as -needed basis, and to enter
into a Retainer Agreement that will set forth the terms and conditions
of the Law Firm's engagement; and
WHEREAS, on November 4, 2003, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, the Director of
Finance, dated October 30, 2003, that the City of Vernon approve and
execute a Retainer Agreement with the Law Firm to provide legal
services for general litigation and labor law matters.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Retainer Agreement with Albright, Yee & Schmit, LLP, a
copy of which is attached hereto as Exhibit "A" and made a part
hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Retainer
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Agreement for, and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Retainer Agreement to:
Albright, Yee & Schmit, LLP
Attn. Clifton W. Albright, Esq.
660 S. Figueroa St., Suite 1850
Los Angeles, CA 90017-3472
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of November, 2003.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
(LEONIS C. MAt-BORG, Ma or
- 2 -
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8306, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, November 5,
2003, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
3
EXHIBIT
ALBRIGHT, YEE & SCHMIT, LLP
ATTORNEYS AT LAW
660 SOUTH FIGUEROA. SUITE 1850
LOS ANGELES, CALIFORNIA 90017 LUCIEN A. SCHMIT, III
(213) 833-1700 Or: COUNSEL
FAX (213) 833-1710
RETAINER AGREEMENT
THIS AGREEMENT is entered into on November , 2003 by and between
ALBRIGHT, YEE & SCHMIT, LLP, located at 660 South Figueroa Street, Suite 1850,
Los Angeles, California, 90017-3472 (hereinafter referred to as "the Firm") and the
CITY OF VERNON (hereinafter referred to as "City").
1. Scope of Services: The City is hiring the Firm to provide counsel and
representation on general matters, including those relating to municipal issues
and business transactions, as well as to provide specialized legal services in
labor and employment matters. The Firm agrees to provide its best efforts,
experience and legal expertise in its representation of the City. While the Firm
makes no guarantees as to the results of its representation, the Firm will make
every effort to provide prompt and efficient legal services according to the
highest legal and ethical standards.
Clifton W. Albright, as managing partner of the Firm, will direct and supervise all
legal services provided by the Firm. Where advisable and as the City's needs
warrant, the Firm will use the services of its other partners and associates
Consistent with the City's request and direction, the Firm will promptly respond
to the City's inquiries and requests for legal counsel and keep the City, through
the City Administrator's office or City Attorney, informed of its progress on any
matters assigned.
2. Compensation for Services• The City agrees to pay the Firm for its legal
services on an hourly basis at the following rates, based on the nature of the
services required and the experience and qualifications of the provider: $200
for attorneys and $30-$200 for staff, staff specialists, outside consultants and
other non -attorneys.
762\011retainer2.vernon 1 RETAINER AGREEMENT
Charges for services may include, but not be limited to, telephone calls to and
from the Firm with all parties/persons related to its representation; meetings
with City representatives and related to an assignment; conferences among
legal personnel and/or employees; court appearances; factual investigation; legal
research and analysis; drafting and finalizing letters, agreements and other
documents; and travel time.
At the City's request, the Firm may furnish estimates of fees or costs that it
anticipates may be incurred on an assigned matter. Since such estimates are by
their nature inexact and subject to unforeseen circumstances, the Firm will not
be bound by them.
The Firm reviews its billing rates periodically (usually annually), and it reserves
the right to make changes to those rates as they apply to the City.
The Firm and the City acknowledge and agree that the fees set forth herein are
not set by law but are negotiable between the Firm and the City.
3. Costs and Expenses: In addition to fees, the Firm may also incur various costs
and expenses in performing legal services under this Agreement. The City
agrees to pay for these costs and expenses, in addition to the Firm's hourly
fees. These costs and expenses commonly include fees fixed by law or
assessed by public agencies. The Firm will be entitled to payment or
reimbursement for costs and expenses including, but not limited to,
photocopying, duplication, postage, message and delivery services,
computerized research, investigation costs, attorney service costs, court fees,
transcription costs, travel (including mileage, parking, air fare, lodging, meals
and ground transportation), long distance telephone, telecopying, word
processing, court reporter fees, videographer fees, and fees for experts,
consultants, and others.
Unless special arrangements are made at the outset, fees and expenses of
others will not be paid by the Firm and will be the responsibility of, and billed
directly to, the City. Certain of such items may be charged at more than the
Firm's direct cost. Where substantial cost outlays are anticipated, the City may
be asked to advance amounts into the Firm's trust account with respect thereto.
762\011retainer2.vernon 2 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street 0 Suite 1850 ♦ Los Angeles, California 90017-3472 0 Phone: (213) 833-1700 ♦ Fax. (213) 833-1710
4. Retainer: All filing fees and late charges, if applicable, must be paid in advance
The Firm will not require a retainer.
5. Billings: The Firm will bill the City for its legal services and costs on a monthly
basis, with the understanding and agreement that each such bill will be paid in
full by the City promptly upon receipt. The Firm's delay in providing a billing
statement does not reduce or alter the amount due for- services and costs.
6. Termination of Agreement: The City may discharge the Firm at any time by
written notice effective when received by the Firm. If the Firm is the City's
attorney of record in any proceeding, the City will execute and return a
substitution of attorney form immediately on its receipt from the Firm. If the
City terminates its relationship with the Firm while any matter is pending, fees
and costs will be immediately due and payable. On the other hand, the City
agrees that the Firm may withdraw as counsel at any time with or without
cause after giving fourteen 0 4) days notice to client. Notwithstanding the
withdrawal of the Firm, the City will remain obligated to pay the Firm at the
agreed rates for all services provided, and to reimburse the Firm for all costs
advanced, before withdrawal.
7. Indemnification: The City agrees to indemnify, pay, defend and hold harmless
the Firm, its employees, agents and service providers under this Agreement for
and against all Fosses, claims, suits, damages, expenses or liabilities, including
those stemming from both criminal and civil actions, provided they arise from
the Firm's services performed on behalf of the City. The City's agreement to
indemnify, pay, defend and hold harmless the Firm, its agents and employees
does not extend to professional services claimed to be negligent, which are
covered by the Firm's professional errors and omission insurance policy.
8. Binding Arbitration: Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by binding arbitration
administered by the American Arbitration Association (hereinafter, "AAA") in
accordance with its then applicable Commercial Arbitration Rules (hereinafter
"CA Rules"), including the Emergency Interim Relief Procedures, and judgment
on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be selected in accordance with the CA
Rules, subject to the following: a) the Arbitrator shall be a practicing attorney
or retired judge and b) the dispute will be heard and determined by one
arbitrator. The place of the arbitration shall be in the City of Los Angeles,
California. Any party to this Agreement may apply to the arbitrator seeking
injunctive relief until the arbitration award is rendered or the controversy is
otherwise resolved. Any party also may, without waiving any remedy under
this Agreement, seek from any court having jurisdiction, any interim or
762\O1\retainer2.vernon 3 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 ♦ Fax: (213) 833-1710
provisional relief that is necessary to protect the rights or property of that party,
pending selection of the arbitrator. The award shall be made within six months
of the fling of the notice of intention to arbitrate, and the arbitrator shall agree
to comply with this schedule before accepting appointment. However, this time
limit may be extended by agreement of the parties or by the arbitrator if
necessary. The arbitrator shall award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees. "Costs and fees" mean
all reasonable pre -award expenses of the arbitration, including, but not limited
to, the arbitrator's fees; administrative fees; travel expenses; out-of-pocket
expenses, such as copying and telephone; court costs; witness fees; and
attorneys' fees. Except as may be required by law, neither a party nor any
arbitrator may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of all parties to the arbitration.
9. Fee Shifting: If the Firm is required to bring an action to compel payment of the
fees and costs due it, the City shall pay the Firm its reasonable attorneys' fees
and costs incurred. If a court determines that the Firm acted in bad faith then
the Firm may be responsible for the City's reasonable attorneys' fees and costs.
10. Insurance: In accordance with the requirements of California Business and
Professions Code §6147 and/or §6148, the Firm advises the City that it
maintains professional errors and omissions insurance coverage applicable to the
services to be rendered under this Agreement.
1 1. Entirety of Agreement: The foregoing contains the entire understanding and
agreement between the Firm and the City with respect to the subject matter of
this Agreement. This Agreement supersedes all previous agreements between
the City and the Firm, covering services provided by the Firm.
12. Severability: The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if the invalid or unenforceable provisions were
omitted by an agreement between the parties.
762\01\retainer2.vernon 4 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 ♦ Fax: (213) 833-1710
Executed at Vernon, California, on this
CITY OF VERNON
day of November, 2003,
ALBRIGHT, YamE-4 SCHMIT, LLP
By B
Leonis Malburg
Mayor
ATTEST:
By
Bruce Malkenhorst
City Clerk
APPROVED AS TO FORM AND CONTENT:
By
Eric Fresch
City Attorney
762\011retainer2xernon rj RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 ♦ Fax: (213) 833-1710
SUPPORTING
DOCUMENTS
ALBRIGHT, YEE & SCHMIT, LLP
ATTORNEYS AT LAW
660 SOUTH FIGUEROA, SUITE 1850
LOS ANGELES, CALIFORNIA 90017 LUCIEN. A. SCHMIT, III
(213) 833-1700 OF COUNSEL
FAX (213) 833-1710
RETAINER AGREEMENT
THIS AGREEMENT is entered into on November �0 , 2003 by and between
ALBRIGHT, YEE & SCHMIT, LLP, located at 660 South Figueroa Street, Suite 1850,
Los Angeles, California, 90017-8472 (hereinafter referred to as "the Firm") and the
CITY OF VERNON (hereinafter referred to as "City").
1. Scope of Services: The City is hiring the Firm to provide counsel and
representation on general matters, including those relating to municipal issues
and business transactions, as well as to provide specialized legal services in
labor and employment matters. The Firm agrees to provide its best efforts,
experience and legal expertise in its representation of the City. While the Firm
makes no guarantees as to the results of its representation, the Firm will make
every effort to provide prompt and efficient legal services according to the
highest legal and ethical standards.
Clifton W. Albright, as managing partner of the Firm, will direct and supervise all
legal services provided by the Firm. Where advisable and as the City's needs
warrant, the Firm will use the services of its other partners and associates
Consistent with the City's request and direction, the Firm will promptly respond
to the City's inquiries and requests for legal counsel and keep the City, through
the City Administrator's office or City Attorney, informed of its progress on any
matters assigned.
2. Compensation for Services: The City agrees to pay the Firm for its legal
services on an hourly basis at the following rates, based on the nature of the
services required and the experience and qualifications of the provider: $200
for attorneys and $30-$200 for staff, staff specialists, outside consultants and
other non -attorneys.
762\01\retainer2.vemon 1 RETAINER AGREEMENT
Charges for services may include, but not be limited to, telephone calls to and
from the Firm with all parties/persons related to its representation; meetings
with City representatives and related to an assignment; conferences among
legal personnel and/or employees; court appearances; factual investigation; legal
research and analysis; drafting and finalizing letters, agreements and other
documents; and travel time.
At the City's request, the Firm may furnish estimates of fees or costs that it
anticipates may be incurred on an assigned matter. Since such estimates are by
their nature inexact and subject to unforeseen circumstances, the Firm will not
be bound by them.
The Firm reviews its billing rates periodically (usually annually), and it reserves
the right to make changes to those rates as they apply to the City.
The Firm and the City acknowledge and agree that the fees set forth herein are
not set by law but are negotiable between the Firm and the City.
3. Costs and Expenses: In addition to fees, the Firm may also incur various costs
and expenses in performing legal services under this Agreement. The City
agrees to pay for these costs and expenses, in addition to the Firm's hourly
fees. These costs and expenses commonly include fees fixed by law or
assessed by public agencies. The Firm will be entitled to payment or
reimWrsement for costs and expenses including, but not limited to,
photocopying, duplication, postage, message and delivery services,
computerized research, investigation costs, attorney service costs, court fees,
transcription costs, travel (including mileage, parking, air fare, lodging, meals
and ground transportation), long distance telephone, telecopying, word
processing, court reporter fees, videographer fees, and fees for experts,
consultants, and others.
Unless special arrangements are made at the outset, fees and expenses of
others will not be paid by the Firm and will be the responsibility of, and billed
directly to, the City. Certain of such items may be charged at more than the
Firm's direct cost. Where substantial cost outlays are anticipated, the City may
be asked to advance amounts into the Firm's trust account with respect thereto.
762\01\retainer2memon 2 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 ♦ Fax: (213) 833-1710
4. Retainer: All filing fees and late charges, if applicable, must be paid in advance.
The Firm will not require a retainer.
5. Billings: The Firm will bill the City for its legal services and costs on a monthly
basis, with the understanding and agreement that each such bill will be paid in
full by the City promptly upon receipt. The Firm's delay in providing a billing
statement does not reduce or alter the amount due for services and costs.
6. Termination of Agreement: The City may discharge the Firm at any time by
written notice effective when received by the Firm. If the Firm is the City's
attorney of record in any proceeding, the City will execute and return a
substitution of attorney form immediately on its receipt from the Firm. If the
City terminates its relationship with the Firm while any matter is pending, fees
and costs will be immediately due and payable. On the other hand, the City
agrees that the Firm may withdraw as counsel at any time with or without
cause after giving fourteen (14) days notice to client. Notwithstanding the
withdrawal of the Firm, the City will remain obligated to pay the Firm at the
agreed, rates for all services provided, and to reimburse the Firm for all costs
advanced, before withdrawal.
7. Indemnification: The City agrees to indemnify, pay, defend and hold harmless
the Firm, its employees, agents and service providers under this Agreement for
and against all losses, claims, suits, damages, expenses or liabilities, including
those stemming from both criminal and civil actions, provided they arise from
the Firm's services performed on behalf of the City. The City's agreement to
indemnify, pay, defend and hold harmless the Firm, its agents and employees
does not extend to professional services claimed to be negligent, which are
covered by the Firm's professional errors and omission insurance policy.
8. Binding Arbitration: Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by binding arbitration
administered by the American Arbitration Association (hereinafter, "AAA") in
accordance with its then applicable Commercial Arbitration Rules (hereinafter
"CA Rules"), including the Emergency Interim Relief Procedures, and judgment
on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be selected in accordance with the CA
Rules, subject to the following: a) the Arbitrator shall be a practicing attorney
or retired judge and b) the dispute will be heard and determined by one
arbitrator. The place of the arbitration shall be in the City of Los Angeles,
California.' Any party to this Agreement may apply to the arbitrator seeking
injunctive relief until the arbitration award is rendered or the controversy is
otherwise resolved. Any party also may, without ,waiving any remedy under
this Agreement, seek from any court having jurisdiction, any interim or
7 62%01 Nretainer2xernon 3 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, UP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 0 Far: (213) 833-1710
provisional relief that is necessary to protect the rights or property of that party,
pending selection of the arbitrator. The award shall be made within six months
of the fling of the notice of intention to arbitrate, and the arbitrator shall agree
to comply with this schedule before accepting appointment. However, this time
limit may be extended by agreement of the parties or by the arbitrator if
necessary. The arbitrator shall award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees. "Costs and fees" mean
all reasonable pre -award expenses of the arbitration, including, but not limited
to, the arbitrator's fees; administrative fees; travel expenses; out-of-pocket
expenses, such as copying and telephone; court costs; witness fees; and
attorneys' fees. Except as may be required by law, neither a party nor any
arbitrator may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of all parties to the arbitration.
9. Fee Shifting: If the Firm is required to bring an action to compel payment of the
fees and costs due it, the City shall pay the Firm its reasonable attorneys' fees
and costs incurred. If a court determines that the Firm acted in bad faith then
the Firm may be responsible for the City's reasonable attorneys' fees and costs.
10. Insurance: In accordance with the requirements of California Business and
Professions Code §6147 and/or §6148, the Firm advises the City that it
maintains professional errors and omissions insurance coverage applicable to the
services to be rendered under this Agreement.
11. Entirety of Agreement: The foregoing contains the entire understanding and
agreement between the Firm and the City with respect to the subject matter of
this Agreement. This Agreement supersedes all previous agreements between
the City and the Firm, covering services provided by the Firm.
12. Severability: The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if the invalid or unenforceable provisions were
omitted by an agreement between the parties.
762\01\retainer2mernon 4 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 0 Phone: (213) 833-1700 ♦ Fax: (213) 833-1710
Executed at Vernon, California, on this \_ day of November, 2003.
CITY OF VERNON ALBRIGHT, YE" SCHMIT, LLP
B
on:�Mburg
Mayor
ATTEST:
Y Ile 1'//11n`=1
Bruce Malkenhorst
City Clerk
APPROVED AS TO FORM AND CONTENT:
By
Eric Fresch
City Attorney
762%01Vetainer2mernon 5 RETAINER AGREEMENT
ALBRIGHT, YEE & SCHMIT, LLP
660 South Figueroa Street ♦ Suite 1850 ♦ Los Angeles, California 90017-3472 ♦ Phone: (213) 833-1700 ♦ Fax: (213) 833-1710