-ATTORNEY SERVICES AGREEMENT NO. 18,063

(Transactional and Litigation)

THIS AGREEMENT is entered into this first day of March, 2002, by and between the

CITY OF PASADENA, a municipal corporation herein referred to as "City," and Richards, Watson

& Gershon, engaged in the practice of law in the City of Los Angeles, County of Los Angeles,

State of California, herein called "Associate CounseL."

WHEREAS, the City Attorney of the City of Pasadena, herein referred to as "City

Attorney," is the chief legal advisor and litigator for the City and is charged with the responsibility of

protecting the interest of the City, its Council, offcers, employees and agents in any litigation

initiated by or against the City, its Council, offcers, employees and agents as provided for by

California law and the Charter and ordinances of the City;

WHEREAS, the City, acting through its City Attorney, desires to engage Associate

Counsel, in association with the City Attorney, to provide advice and assistance in various legal

matters from time to time; and

WHEREAS, Associate Counsel possesses the skills, qualifications and experience

necessary to assist as Associate Counsel in such matters;

WIT N E SSE T H:

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1.0 Scope of Services.

Associate Counsel hereby is associated as Counsel of Record in association with.

the City Attorney to perform such legal services as may be required from time to time in connection

with specific transactional and litigation matters and other legal matters as may be assigned by the

City Attorney. Michael Estrada, a principal member of the firm of Associate Counsel, shall be

responsible for the performance of services hereunder, and shall supervise any services performed

by other members of Associate Counsel's firm and by its employees. The City Attorney is to be

consulted regarding staffing of its matters and is to be advised of any significant shift in staffng. It

is understood that the City Attorney is chief counsel of record for all purposes, that Associate

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Counsel's performance hereunder shall be under the direction and supervision of the City Attorney,

that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent

required by the City Attorney, and that all performances required hereunder by Associate Counsel

shall be performed to the satisfaction of the City Attorney.

2.0 Time of Performance.

The services of Associate Counsel are to commence upon the signing hereof,

and the assignment of particular matters, and shall be undertaken and completed in such

sequence as to assure their completion as expeditiously as is consistent with professional skill and

care.

3.0 Budoetinq,

Associate Counsel handling City matters will be expected to institute and to

. adhere to budgeting and planning procedures established in the sole discretion of the City

Attorney. Thè general framework of the budgeting and planning procedures is as follows:

3.1 Budqet.

3.1.1 On request of the City Attorney and on forms as may be required by

the City, Associate Counsel shall provide a plan and a budget, or a revision thereof, which will

include a projection of recommended steps to be taken in the assigned matter and a range of costs

for each step.

3.1.2 The budget shall call for an estimate of the attorneys' hours and fees

and disbursements during each phase and activity.

3.1.3 The budget is not a fixed fee agreement and is subject to revision.

However, Associate Counsel understands and agrees that failure to timely submit a budget or

major unjustified deviations therefrom may constitute a breach and result in termination of this

Agreement with Associate CounseL.

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3.2 Plan.

3.2.1 In addition to the budget, if requested by City Attorney, Associate

Counsel will prepare a plan, on forms as may be required by the City. The plan wil start as an

initial evaluation (before substantial costs are incurred) and shall include, with a discussion:

a) anticipated total costs; b) the primary issues; and c) tasks toward completion.

3.2.2 The City Attorney shall be consulted by Associate Counsel regarding

the component parts of projects handled so that the City Attorney can determine, or secure a

determination from the City Council, as appropriate, tactics, strategy and whether a particular

activity makes sense from an economic standpoint or can be done more economically in another

fashion.

4.0 Litiqation Budqetinq. Associate Counsel handling City matters wil be expected to

institute and to adhere to litigation budgeting and planning procedures established in the sole

discretion of the City Attorney. The general framework of the litigation budgeting and planning

procedures is as follows:

4.1 Case Budqet:

4.1.1 Associate Counsel shall, on such forms as may be required by the

City, if requested by the City Attorney, provide a Litigation Plan and a Case Budget, or revisions

thereof, which wil include a projection of recommended steps to be taken in the litigation and a

range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at

least every twelve months, or as more frequently requested by the City.

4.1.2 The Case Budget shall include an estimate of the attorney's hours,

fees and disbursements during each phase and activity, including: 1) pre-commencement (legal

and factual research for the complaint or answer); 2) pleadings; 3) mot,ions (including research);

4) initial discovery; 5) factual investigation of merits (interviewing clients, employees and third

parties); 6) review and abstract City's documents; 7) expert (non-medical) investigation and

reports; 8) medical experts and examinations; 9) legal research on merits; 10) more thorough

discovery (including the identity of deponents and expected costs of each deposition and

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preparation); 11) settlement evaluation and negotiations; 12) trial preparation; and 13) triaL. All

anticipated expenses must be listed and costs'estimated.

4.1.3 The Case Budget should include the anticipated cost of each line

item, the time allotted to complete it and the professional level of the person handling it.

4.1.4 Each line item should be given a code number that can be used in

the biling process and in preparation of updated progress reports.

4.1.5 The Case Budget is not a fixed fee agreement and is subject to

revision. However, Associate Counsel understands and agrees that failure to timely submit a Case

Budget or major unjustified deviations therefrom may constitute a breach and result in termination

of this Agreement with Associate CounseL.

4.2 Litiqation Plan.

4.2.1 In addition to the Case Budget, Associate Counsel shall prepare a

Litigation Plan, on forms as may be required by the City, at least every twelve months or as more

frequently requested. The Litigation Plan will start as an initial evaluation (before substantial costs

are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues

and likely resolution; c) the probability of success; d) a strategy for defense/resolution, including a

settlement/trial recommendation based on a cost-benefit analysis; e) damages claimed;

f) evidence (witness, documentary or demonstrative) indicating liability or damages; g) recent

developments such as law and motion rulings; h) deposition summaries, if appropriate and cost

effective; and i) settlement demands. The Litigation Plan will be modified during the litigation as

the need arises.

4.2.2 The City Attorney shall be consulted by Associate Counsel regarding

the component parts of projects/cases handled so that the City Attorney can determine, or secure

a determination from the City Council, as appropriate, tactics, strategy and whether a particular

activity makes sense from an economic standpoint or can be done more economically in another

fashion.

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4.2.3 It is the policy of the City of Pasadena to avoid a "deep pockets"

reputation by taking a "hard nosed" approach to settlements, and by not giving nuisance

settlements. Settlement wil generally be considered only where there is some liabilty exposure. If

there is no liability exposure, trial is generally the only option.

5.0 Compensation. Reimb~rsement and Methods of Payments.

5.1 Compensation.

Fees for all legal services provided hereunder shall be charged in accordance

with Exhibit "A" which is attached hereto and fully incorporated herein by reference. Exhibit "A"

may be amended by letter agreement, from time to time, to alter fees and charges applicable

hereto provided that the letter agreement is signed and approved by the City Attorney in advance

of the effectiveness of any rate increases.

5.2 Reimbursement.

In addition to the compensation provided above, the City wil reimburse Associate

Counsel only for the following expenses: printing, copying costs (legal documents), outgoing

Faxes, long distance telephone calls, transcription and reporter's fees, and ground transportation.

Any other expense (e.g., travel expenses or travel time beyond Southern California) must be

approved by the City Attorney in writing and in advance. No compensation shall be allowed for

research support services (e.g., Westlaw, LEXIS or computer time or services), word processing

(normal or overfow secretarial time or overtime, or computer time or service), or any other

expense not itemized in the approved budget or otherwise approved by the City Attorney.

5.2.1 The City Attorney must approve in advance any single disbursement

item in excess of $500 including, but not limited to, investigators, copying and experts.

5.2.2 The City expects moderation with regard to any expenses such as

lodging, meals and ground transportation charged to the City,

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5.3 Method of Billna.

Unless otherwise agreed, Associate Counsel shall provide monthly bils unless

charges for a particular month are insignificant. The following information must be provided in

monthly bills:

A. A detailed description of work, in time increments of .1 hour (one tenth of an

hour) for and by each and every individual billng services. Associate Counsel

shall keep the City advised regarding the identity and the biling rates of those

people who work on matters for the City.

B. Identification of the lawyer who is in charge of the matter.

C. Reasonably detailed disbursement breakdowns.

D. Each biling item wil be separately stated on a separate line identifying the

biler, the time spent and the exact nature of the service rendered. Narrative

biling and block billng are unacceptable. For example, if numerous tasks are

undertaken in one day, each should be identified with a specified time for

performing that task; i.e. a telephone call, a court appearance, a meeting or legal

research. All tasks performed on the same day should be entered as separate

entries, identifying the time spent on each. Telephone conferences should

specify the participants and the subject matter discussed. The City will not pay

for vague descriptions for services which do not state the precise nature of the

work performed and the need for the work. Words such as "research", "strategy",

"analysis", "discovery", "conference", "preparation", "case management",

"memorandum", "correspondence", "telephone call" or "meeting", without an

explanation of (1) the specific topic or subject matter, (2) the persons involved,

and (3) the need therefor, do not allow accountability and are therefore

unreimbursable.

E. Where charges are made for research time, the specific issue being

researched and the need must be identified. City has retained Associate Counsel

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for its expertise, and therefore expects not to be billed for introductory or

background research. The City wil not pay for attorneys, law clerks and

paralegals educating themselves or doing work of a transient nature on the case.

F. One paralegal may be used. Assignment of work to such paralegal should not

result in duplicative work by the attorneys, or reworking of paralegal's work.

Paralegal shall not perform clerical work, such as filing, indexing, date-stamping,

organizing, etc., but shall perform work such as research, summarizing

depositions, investigation, interviews of witnesses, etc.

G. The City wil not pay for more than one biller doing any task (e.g. two or more

attorneys attending the same depositions or the same court appearances, a biller

redoing the work of another biler, or duplicative entries for reviewing and

analyzing documentation and legal research).

H. Xerox copies of deposition transcripts shall be made whenever possible to

reduce deposition expenses.

i. No finance charge or interest wil be paid by the City, nor biled by Associate

CounseL.

J. Where charges are made for conferences, the specific reason for each

conference wil be stated. Conferences between attorneys shall be kept to a

minimum and shall be justified in detaiL.

K. Where charges are made for research time, the specific issue being

researched will be identified,

L. The City expects the attorney assigned to the case to handle all significant

tasks in the assigned matter. If other attorneys are assigned to assist the primary

attorney, the City will be notified. The City may request that the assigned work be

instead handled by the primary attorney,

M, No more than two support staff will bill on a particular case without the prior

approval of the City.

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N. Each item biled must be coded to a specific budget line item where

requested.

O. If requested, a tracking system must be set up to compare the amount of work

completed to a percentage of the case budget absorbed.

P. The City Attorney reserves the right to retain the flexibility to deal with levels of

detail and specific formats (such as columnar comparisons with established

budgets ).

Q. The City Attorney is to be provided with copies of any biling manuals or

directions for biling practices in use by Associate Counsel within thirt (30) days

of signing this Agreement.

5.4 Timinq of Payment.

The City shall pay Associate Counsel for services rendered and costs incurred

hereunder, at the rates and in the amounts provided hereunder, on a periodic basis in accordance

with the periodic statements, as approved by the City Attorney.

6.0 Enqaqement of Other Counsel. Specialists or Experts.

Associate Counsel wil not engage or otherwise incur an obligation to pay other

counsel, specialists or experts for services in connection with this Agreement without the prior

written approval of the City Attorney.

7.0 Termination of Aqreement and Leqal Services.

Subject to the applicable provisions of the Rules of Professional Conduct of the

State Bar of California, this Agreement and all, legal services to be rendered hereunder may be

terminated at any time by written notice from either party with or without cause. In such event, all

finished or unfinished documents, project data and reports, both originals and all duplicate copies

(except that Associate Counsel may retain duplicate copies for its files), in all forms and media

requested by the City, shall immediately be turned over to the possession of City, which owns all

such materials. In the event of such termination, Associate Counsel shall be paid for all

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satisfactory work, unless such termination is made for cause, in which event compensation, if any,

shall be adjusted in light of the particular facts and circumstances involved in such termination.

8.0 Interest of Members of Local Public Aqency.

No member of the governing body of the City, and no other offcer, employee or

agent of the City who exercises any discretion, function or responsibility in connection with the

carrying out of any project to which this Agreement pertains, shall have any personal interest,

direct or indirect, in this Agreement.

9.0 Interest of CounseL.

Associate Counsel agrees to secure the informed written consent of the City

Attorney before accepting any representation adverse to the City (actual or apparent) during the

term of this Agreement, and to forego such representation if the City Attorney, in his or her sole

discretion, objects for any reason.

10.0 General Procedures.

10.1 Copies of major documents and periodic status reports shall be submitted to

keep the City Attorney advised of any major developments in the matter. The firm need not advise

the City of each and every step being taken. The firm should, however, provide periodic reviews

and information on significant matters. The City does not, however, want boilerplate routine letters

announcing each and every step being taken.

10.2 Contact with the City Attorney is to be with the staff attorney who assigned

the matter.

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11.0 Policv for InvestiClation and Discoverv Assistance.

A copy of the City Attorney's Policy for Investigation and Discovery Assistance is

attached hereto as Exhibit "C" and fully incorporated herein by reference.

12.0 Conflct of Interest.

Associate Counsel certifies that no member, offcer or employee of the Associate

Counsel is an offcer or employee of the City of Pasadena except to the extent permitted by law.

13.0 Maintenance and Inspection of Records.

13.1 The City and any other Federal governmental agency, and any of their

authorized auditors or representatives, shall have access to, and the right to audit and reproduce

any of Associate Counsel's records relevant to this Agreement, to the extent the City or such other

governmental agency deems necessary to ensure that City is paying only the amounts to which

Associate Counsel is properly entitled or for other purposes relating to the Agreement.

13.2 Associate Counsel shall maintain and preserve all such records for at least

three (3) years after termination of the Agreement or unti an audit has been completed and

accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly

make all such records available to auditors or other representatives of the City or other

governmental agencies.

13.3 If Associate Counsel does not maintain such records in the City of

Pasadena, Associate Counsel shall either deliver the records at its expense to Pasadena or shall

promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other

than the City of Pasadena, including, but not limited to, expenses for personnel, salaries, private

auditors, lodging, meals and overhead.

14,0 Pasadena Business License.

Associate Counsel shall obtain, and maintain, any Pasadena Business License

which may be required by Title V of the Pasadena Municipal Code,

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-15.0 Indemnity.

Neither party shall be required to indemnify the other except to the extent that

liabilty is allocated pursuant to a court of law, arbitration or other dispute resolution process.

16.0 Insurance.

Associate Counsel shall procure and maintain insurance of the types and in the

amounts set forth below, for the duration of the contract, including any extensions thereof. The

cost of such insurance shall be included in the consideration for the services performed.

16.1 Automobile Liabilty as required by law.

16.1.1 Associate Counsel shall comply with the applicable sections of the

California Labor Code concerning workers' compensation for injuries on the job.

16.1.2 Associate Counsel understands that it is an independent contractor,

and not entitled to any worker's compensation benefits under any City program.

16.1.3 If Associate Counsel contemplates use of employees or

subcontractors, it must provide evidence of workers' compensation insurance in statutory amounts

and Employer's Liability insurance with a minimal limit of $1,000,000. per accident.

a) If Associate Counsel is exempt, it may execute a "waiver" form

certifying that no employees subject to the Labor Code's Workers'

Compensation provisions wil be used in performance of this contract.

b) If Associate Counsel uses subcontractors, it may satisfy this

requirement by providing evidence that the subcontractor meets the

provisions of the Labor Code.

16.2 Associate Counsel shall maintain professional liability insurance coverage in

the amount of at least $1 ,000,000, or such other amount approved in writing by the City Attorney,

16.3 Associate Counsel will determine its own needs in procurement of

insurance to cover liabilities other than stated above. City will not defend nor indemnify Associate

Counsel should it be sued for any reason.

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16.4 Prior to commencement of performance, Associate Counsel shall furnish

City with evidence of automobile liabilty insurance and compliance with workers' compensation

laws.

17.0 Choice of Forum.

The parties hereby agree that this Agreement is to be enforced in accordance with

the laws of the State of California, is entered into in the City of Pasadena and that all claims or

controversies arising out of or related to performance under this Agreement shall be submitted to

and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of

the forum,

18.0 Order of Precedence.

In case of conflct between the terms of this Agreement and the terms contained in

any document attached as an Exhibit or otherwise incorporated by reference, the terms of this

Agreement shall strictly prevaiL.

IN WITNESS WHEREOF, the City and Associate Counsel agree as set forth herein

above.

DATED: 3 -I -O~ CITY OF PASADENA

ByMICHELE BEAL BAGNERISCITY ATTORNEY

DATED: RICHARD:, WATSON & GERiON)

By la(á- ~LA RENCE S. WIENERPRESIDENT

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EXHIBIT "A"

BILLING RATES

Transactional and Litigation Services

Except for "Special Consultation Services", all services provided by Associate Counsel pursuant tothis Agreement shall be charged at the Standard Hourly Rates then being charged by AssociateCounsel, less twenty-percent, subject to the following:

., Shareholders and Senior Attorneys: not to exceed $300 per hour.

Associates: not to exceed $190 per hour, but not less than $175 per hour.

Associate Counsel may increase the above referenced maximum rates each January 1 by notmore than three percent (3%), upon thirt (30) days written notice to the City Attorney prior to theeffective date of each such increase.

Associate Counsel has provided to City Attorney a copy of its Standard Hourly Rates in effect for2002, Associate Counsel shall deliver to City Attorney a revised schedule of Standard HourlyRates annually, in January of each calendar year.

Special Consultation Services

The parties desire that City Attorney have the ability to consult with Associate Counsel on an "asneeded" basis regarding issues that may arise, without the need to assign to Associate Counsel anentire transaction or litigation matter. For purposes of this Agreement, "Special ConsultationServices" shall mean legal services provided by Associate Counsel relating to a discrete matter orissue, that involves no more than 5-10 hours of attorney time, and does not require any formalwritten analysis other than a very brief (one or two page) memo or letter. The parties envision thatSpecial Consultation Services wil require no more than forty (40) hours of attorney time eachmonth.

Special Consultation Services shall be provided at the following hourly rates:

$225 for Shareholders and Senior Attorneys

$175 for Associates

$115 for paralegals and legal assistants.

Associate Counsel may increase the above listed rates each January 1 by not more than threepercent (3%), upon thirty (30) days prior written notice to the City Attorney.

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EXHIBIT liB"

EQUAL OPPORTUNITY EMPLOYMENT

PRACTICES PROVISIONS

A. Associate Counsel certifies and represents that, during the performance of this Agreement,the contractor and each subcontractor shall adhere to equal opportunity employmentpractices to assure that applicants and employees are treated equally and are notdiscriminated against because of their race, religious creed, color, national origin, ancestry,handicap, sex, or age. Contractor further certifies that it wil not maintain any segregatedfacilities.

B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants foremployment placed by or on behalf of Associate Counsel, state that it is an "EqualOpportunity Employer" or that all qualified applicants will receive consideration foremployment without regard to their race, religious creed, color, national origin, ancestry,handicap, sex or age.

C. Associate Counsel.agrees that it shall, if requested to do so by the City, certify that it has not,in the performance of this Agreement, discriminated against applicants or employeesbecause of their membership in a protected class.

D. Associate Counsel agrees to provide the City with access to, and, if requested to do so byCity, through its awarding authority, provide copies of all of its records pertaining or relating toits employment practices, except to the extent such records or portions of such records areconfidential or privileged under state or federal law,

E. Nothing contained in this Agreement shall be construed in any manner as to require or permitany act which is prohibited by law.

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EXHIBIT "C"

POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE

"

The following sets forth the policy of this offce regarding investigation and other assistance in thedefense of liabilty cases involving the City of Pasadena or City employees. The objective is toprovide current and long-range investigative assistance and guidance on all liabilty cases.

1. Upon service of a summons and complaint, the City Attorney's Offce requests the City'sClaims Coordinator to immediately forward a complete copy of the claims investigationpertaining to the lawsuit. In certain cases (e.g., large size or complex), the initial investigationmight be referred to an outside investigative service.

2. Upon receipt of the claims investigation, the City Attorney's Offce evaluates and eitherdisposes of the lawsuit or assigns the defense to counsel (either outside or in-house) torepresent the City and any named employees. A copy of the summons, complaint and claimsinvestigation is forwarded to associate counseL.

3., .

Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to furtherinvestigative needs. The services of an investigating agency, approved by the City Attorney,may be requested to assist Associate Counsel in their investigation. The agency is to furnishthis offce with copies of all its reports.

4. After receiving Associate Counsel's request, the investigating agency commences thespecified investigation and outlnes its recommendations for additional investigation, but doesnot commence such additional investigation until specifically requested by Associate Counselto do so.

5. In addition to investigation, the investigating agency assists with such discovery, neededdiagrams, photographs and other information as may be requested by Associate CounseL.

6. Associate Counsel is requested to review the claims investigation fie sent with theassignment of defense so as to preclude unnecessary or duplicate investigative expenses.

7, Copies of the Pasadena Municipal Code and other City documents can be readily obtainedfrom the City Attorney's Offce.

8. Attendance at mandatory settlement conferences will include only Associate Counsel and anattorney from the City Attorney's Offce. Neither the Claims Coordinator nor investigatorsattend unless specifically requested to do so by this offce.

9. The City must approve, in advance, any single disbursement item in excess of $500.00(including, but not limited to, investigators, copying and experts).

10. Associate Counsel should deal directly with the City's Claims Coordinator for investigative ordiscovery assistance.

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IRV RICHARDS WATSON GERSHON NNCe ATTORNEYS AT LAW A PROFESSIONAL CORPORATION

355 South Grand Avenue, 40th Floor, Los Angeles, California 90071-3101 Telephone 213.626.8484 Facsimile 213.626.0078

RICHARD RICHARDS (1916-1988)

GLENN R. WATSON (1917-2010)

HARRY L. GERSHON (1922-2007)

STEVEN L. DORSEY WILLIAM L STRAUSZ MITCHELL E. ABBOTT

GREGORY W. STEPANICICH ROCHELLE BROWNE QUINN M. BARROW

CAROL W. LYNCH GREGORY M. KUNERT

THOMAS M. JIMBO ROBERT C. CECCON

STEVEN H. KAUFMANN KEVIN G. ENNIS

ROBIN D. HARRIS MICHAEL ESTRADA

LAURENCE S. WIENER STEVEN R. ORR B. TILDEN KIM

SASKIA T. ASAMURA KAYSER 0. SUME

PETER M. THORSON JAMES L MARKMAN

CRAIG A. STEELE T. PETER PIERCE

TERENCE R. BOGA LISA BOND

JANET E. COLESON ROXANNE M. DIAZ

JIM G. GRAYSON ROY A. CLARKE

WILLIAM P. CURLEY III MICHAEL F. YOSHIBA

REGINA N. DANNER PAULA GUTIERREZ BAEZA

BRUCE W. GALLOWAY DIANA K. CHUANG

PATRICK K. BOBILO NORMAN A. DUPONT

DAVID M. SNOW LOLLY A. ENRIQUEZ

KIRSTEN R. BOWMAN GINETTA L GIOVINCO

TRISHA ORTIZ CANDICE K. LEE

JENNIFER PETRUSIS STEVEN L. FLOWER

AMY GREYSON DEBORAH R. HAKMAN

D. CRAIG FOX MARICEL.A E. MARROQUiN

GENA M. STINNETT KATHERINE L. WISINSKI

TOUSSAINT S. BAILEY SERITA R. YOUNG

SHIRI KLIMA DIANA H. VARAT

SEAN B. GIBBONS JULIE A. HAMILL

AARON C. O'DELL BYRON MILLER

AMANDA L. STEIN SPENCER B. KALLICK PATRICK D. SKAHAN

STEPHEN D. LEE KYLE H. BROCHARD

NICHOLAS R. GHIRELLI

OF COUNSEL MARK L. LAMKEN

SAYRE WEAVER TERESA HO-URANO

SAN FRANCISCO OFFICE TELEPHONE 4 15,421.8484

ORANGE COUNTY OFFICE TELEPHONE 714.990.0901

January 14, 2014

VIA U.S. MAIL

Michele Beal Bagneris City Attorney City of Pasadena P. O. Box 7115 Pasadena, California 91109-7216

Re: Attorney Services Agreement No. 18,063 -- 2014 Billing Rates

Dear Ms. Bagneris:

Pursuant to Exhibit A of Attorney Services Agreement No. 18,063, the enclosed sheet sets forth our standard hourly rates for 2014. These rates have not changed from those in effect in 2013.

As authorized by Exhibit A, we propose to increase the "cap" on rates for Transactional and Litigation Services by three percent (3%) for 2014. The new rate caps will be as follows:

Shareholders and Senior Attorneys: not to exceed $318 per hour

Associates: not to exceed $202 per hour, but not less than $180 per hour

Also as authorized by Exhibit A, we propose to increase the rates for Special Consultation Services by three percent (3%) for 2014. The new rates will be as follows:

Shareholders and Senior Attorneys: $232 per hour

Associates: $180 per hour

Paralegals and Legal Assistants: $118.50 per hour

We have not increased the rates for Special Consultation Services since the Agreement became effective in 2002. With the passage of time, however, we find it necessary to apply the three percent increase authorized by the Agreement.

TEMECULA OFFICE TELEPHONE 951.695.2373

~k~~~~ RICHARDS ~ WATSaN (GERSHON~t~C~ ATTQRNEYS AT LAW —A PROfES510NAL CORPORATION

355 South Grand Avenue, path Floor, Los Angeles, California goo7i-3ioi

Telephone 2i3.626.8y8y Facsimile zi3.6z6.oa78

RICHARD RICNAR05 January 14, 2014(tgi6—~988)

GLENN R. WATSON~1gi~W2o=o~ VIA- U.S. MAILHARRY 4 GERSHUN

(sgzz—aoo7)

STEVEN 4 OORSEY Michele Beal BagnerisWIIUAM L STRAU52 City AttorneyMRCHEIL E. A890TT

6 RE60 RY W, STEPANICICMROCHELLE BROWNE City of PasadenaQUINM M. 6ARROWCAROLW. IVNCH p, O. Box 7115GREGQRY M. KUNERT

OBERT C C GtON Pasadena, California 911 Q9-7216STEVEN H. KAUFMANN

KEVIN G. ENNtSROBIN d. WAkR15

LA R'ENCE SEWINER Re: Attorney Services Agreement No. 18,063 ~-- 2014 Billing Rates

STEVEN R. ORR0. TILD£N KIM

SASKIA T. ASAMURA Dear Ms. Bagneris:KAYSER O. SOMEPETER M. THORSON~AME5 G MARKMAN

CRAi6 A. STEELE pursuant to Exhibit A of Attorney Services Agreement No. 18 Obi the enclosed sheetT. PETER PIERCE f f

TEREHCE R. BOGALI5A BOND sets forth our standard hourly rates for 2014. These rates have not changed from

JANET E. COLESON -ROXANNEM. DIAZ moose in effect in 2013.11M G. GRAYSON

ROY A, CIARNEWILLIAM P. CURLEY IIIMICHA£L F. YOSHIBA As authorized by Exhibit A we propose to increase the "cap" on rates forREGINA N. DANNER ~

PAULA GUTIERRE2 BAEZABRUCE W. GALLOWAY Transactional and Litigation Services by three percent (3%) for 2014. T e new rate

DIANA K. CHUANG 7PATRICK K. BOBKO

CapS~ Wl~~ ~E~i a.S ~O~LOWS.NORMAN A. UUPONTDAVID M. SNOW -

LOLLV A. ENRIQU EZKIRSTEN R. BOWMAN shareholders and Senior Attorneys: not to exceed $318 per hourGINETTA L GIOYINCO

TRISHA ORTR -CANDICE K. LEE

1ENNIFER PETRU515STEVEN L. FLOWER Associates: not to exceed $202 per hour, but not less than $1$0 per hour

AMY GREYSONDEBORAH R. HAKMAN

D. CRAIG FOXMARICEtA E. MARROQUIN Also as authorized by Exhibit A, we propose to increase the rates far Special

GENA M. STINNETTKATHERINE L WISINSKI Consultation Services by three percent (3%) for 2014. The new rates will be asTOUSSAfNT 5. BAILEY

SERITA R. YOUNG follows.SHIRT KUMA

DIANA H. VARAT - -SEAN 8. GIBBONS

jUL{E A. HAMILLAARON C. O'DEII Shareholders and Senior Attorneys: $232 per hourBYRON MILLER

AMANDA L STEIN ~ -SPENCER B. K/FLLICKPATRICK 0. SKAHAN Associates: $180 per hourSTEPHEN D. LEEKYLE H. BROCNARD -

NICHOIAS R. GHtREIU

OF COUNSEL Paralegals and Legal Assistants: $118.50 per hourMARK 1. UIMKEN5AVRE WEEVER _

TERESA HO-U RANtl

SAN FRANGSCO OFFICE we have not increased the rates for Special Consultation Services since the

TEIEPHONE415.4Zi.g484 Agreement became effective in 2002. With the passage of time, however, we find it

TEIE~PHONE71q. go.ogoi necessary to apply the three percent increase authorized by the Agreement.TEMECUUt OFFICE

re~erHONE 95i.6g5•z373

PAS0016

RICHARDS I WATSON GERSHON ATTORNEYS AT LAW - A PROFESSIONAL CORPORATION

Michele Beal Bagneris January 14, 2014 Page 2

Thank you for the opportunity to continue to provide legal services to the City of Pasadena. Please contact me if you have any questions.

Very truly yours,

Michael Estrada

Enclosure

cc: Jacqueline Gipson

11131-0001 \ 1680026v1.doc

RlCHARD5 f WATSON ~ GERSHONA7TORNEY5 AT LAW -A PROfES510NAL CORPORATION

Michele Beal Bagneris3anuary 14, 2014Page 2

Thank you for the opportunity to continue to provide legal services to the City of

Pasadena. Please contact me if you have any questions.

Very truly yours,

Michae Estrada

Enclosure

cc: Jacqueline Gipson

1 1 13 1-0001 \ 1680026v 1. doc

PAS0017

RICHARDS! WATSON! GERSHON

2014 STANDARD BILLING RATES

YEARS OF PRACTICE

HOURLY RATE

SHAREHOLDERS SHAREHOLDERS SHAREHOLDERS

20+ 15+ 7+

$425 - $500 $415 $395

SR. ATTORNEYS 20+ $415 - $440 SR. ATTORNEYS 15+ $400 - $415 SR. ATTORNEYS 7+ $385

ASSOCIATES 6+ $295 ASSOCIATES 5+ $295 ASSOCIATES 4+ $285 ASSOCIATES 3+ $275 ASSOCIATES 2+ $270 ASSOCIATES 1+ $250 ASSOCIATES 1- $225

LAW CLERKS $195

SR. PARALEGALS $170 - $195

PARALEGALS $150

LITIGATION SUPPORT $155

01/01/2014

RICHARDSI WATSONI GERSHON

2014 STANDARD BILLING RATES

YEARS OF HOURLYPRACTICE RATE

SHAREHOLDERS 2Q+ $425 - $500SHAREHOLDERS 15+ $415SHAREHOLDERS 7+ $395

SR. ATTORNEYS 2Q+ $415 - $440SR. ATTORNEYS YS+ $400 - $415SR. ATTORNEYS 7+ $38S

ASSOCIATES 6+ $29SASSOCIATES 5+ $295ASSOCIATES 4+ $285ASSOCIATES 3+ $275ASSOCIATES 2+ $270ASSOCIATE5 1+ $250ASSOCIATES 1- $225

LAW CLERKS $195

SR. PARALEGALS $170 - $195

PARAL.EGA]L3 $1~0

LITIGATION SUPPORT $155

01/01/2014

PAS0018

PAS0019

PAS0020

PAS0021

PAS0022

PAS0023

PAS0024

PAS0025

PAS0026

PAS0027

PAS0028

PAS0029

PAS0030

PAS0031

PAS0032

PAS0033

PAS0034