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INSC`�R"SCE �� FILED <br />fiu,t.;Y r gt'� C�°tRES <br />0 <br />b L v � �� JCIL <br />CLE';K OF Cut)�'o I <br />A-2000-10 2 <br />� <br />(j ��1E <br />LEGAL SERVICES AGREEMENT INSURANCE ;'�"" <br />BETWEEN THE CITY OF SANTA ANAWORK MAY lg�� s OCEED <br />AND DONALD H. MAYNOR <br />DATE: <br />1. IDENTIFICATION OF PARTIES. This Agreement, executed in duplicate with each party receiving an <br />executed original, is made between Donald H. Maynor, A Professional Corporation, hereafter referred to as "LAW <br />FIRM", with a business address of 235 Catalpa Drive, Atherton, CA 94027, and the City of Santa Ana, a charter city <br />and municipal corporation duly organized and existing under the Constitution and laws of the State of California, <br />a, 20 Civic Center Plaza, Santa Ana, <br />hereafter referred to as `'CITY", with a business address of City of Santa An <br />GA 92702-1988. <br />This Agreement is required by Business and Professions Code Section 6148 and is intended to fulfill the <br />requirements of that section. <br />2. LEGAL SERVICES TO BE PROVIDED. The legal services (and other related services requiring legal <br />expertise) to be provided by LAW FIRM to CITY are as follows: This Agreement is intended primarily to ensure the <br />availability of LAW FIRM to perform "Revenue Protection Services" to the CITY (as described in Section 3(B) of <br />"Exhibit A"), and to assist CITY and CITY's consultant (MMC) in connection with legal issues that arise in the audit <br />and compliance activities performed by MMC, all of which are described in the CITY's Agreement with <br />MMC/MRC entitled "Utility Users Tax/Franchise Compliance and Revenue Protection Program," dated July 1, <br />2000, and hereinafter referred to as "MMC Agreement", a copy of which is attached hereto and incorporated herein <br />as "Exhibit A". <br />3. LEGAL SERVICES SPECIFICALLY EXCLUDED. Legal services that are not to be provided by <br />LAW FIRM under this Agreement specifically include, but are not limited to, the following: Consultations beyond <br />those legal, tax preservation and protective services described in Paragraph 2 of this Agreement (and as more <br />specifically described in Section 3(B) of "Exhibit A" and any activity related to litigation. If CITY wishes that <br />be provided under this Agreement, a separate written agreement <br />LAW FIRM provide any legal services not to <br />between LAW FIRM and CITY will be required. <br />4. RESPONSIBILITIES OF LAW FIRM AND CITY. LAW FIRM will perform the legal, tax <br />preservation and protective services called for under this Agreement and respond promptly to CITY's inquiries and <br />communications. CITY will be truthful and cooperative with LAW FIRM and timely make any payments required <br />by this Agreement. <br />5. ATTORNEY CLIENT RELATIONSHIP WITH CITY ONLY. It is acknowledged <br />that LAW FIRM will work cooperatively with CITY's consultant, MMC, in the providing of services set forth in the <br />MMC Agreement, to the benefit of CITY. It is also understood that CITY, not MMC, is the client of LAW FIRM, <br />and that LAW FIRM provides no legal services directly to MMC that would establish an attorney/client relationship <br />between LAW FIRM and MMC. <br />6. ATTORNEY'S FEES. CITY will pay to LAW FIRM a total annual fee equal to one-eighth percent <br />(0.125%) of the total UUT revenues received by the CITY based on the 1998-99 fiscal year (Base Year) and shall be <br />paid in four equal quarterly payments with due dates of: September 30, and December 31, March 31, and June 30. <br />These quarterly payments are nonrefundable. For purposes of compensation under this section, the effective date of <br />this Agreement shall be deemed to be July 1, 2000. <br />7. MINIMUM TERM/TERMINATION. The CITY agrees to make quarterly payments to LAW FIRM as <br />required by Paragraph 6 for a minimum of eight (8) calendar quarters in consideration of foregoing past <br />consideration. After such time, either party may terminate the Agreement, with or without cause, at the end of any <br />calendar -year quarter by submitting written notice thereof to the addresses in Paragraph 1 of this Agreement. <br />8. DISCLAIMER OF GUARANTEE. Nothing in this Agreement and nothing in LAW FIRM's statements <br />to CITY will be construed as a promise or guarantee about the outcome of CITY's matter. LAW FIRM makes no <br />