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INSURANCE NQT ON FILE A -2014 -149 WORK MAY Uff PROCEED LERK OF COUNCIL DATE. 1-3-14 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this L day of June, 2014, by and between Silver & Wright LLP, a California limited liability partnership ( "Attorneys "), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ( "City"). A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City, and B, Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of Code Enforcement, Receiverships and Police Services, and desire to andertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATI'ORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney in transactional and litigation . services related to City matters and other legal issues when and as requested by the City Attorney to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED A. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at the rates set forth in Exhibit A, attached hereto and made a part hereof by this reference. B. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not linnited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall . at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then 1