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Date: March 3, 2026
To: Honorable Mayor and Members of the City Council
From: Patrick Sullivan, City Attorney
By: Jessica Corona, Law Office Administrator | [email protected] Subject: City Attorney – Approve Contingency Fee Agreement for Legal Services.
Expenditure: Not-to-Exceed $3,800,000 (General Fund).
RECOMMENDATION
Recommendation of the City Attorney that City Council approve a contingency fee agreement with law firm McGuinness & Associates of Torrance, CA, for an amount not-to-exceed $3,800,000, to provide the City with legal services pertaining to civil litigation matter City of Torrance v. Vigilant Insurance Company.
FUNDING
Funding for costs only in the amount not-to-exceed $80,000 is available in the General Fund’s fiscal year 2025-2026 operating budget and is anticipated to be available in subsequent fiscal years.
DISCUSSION
The City Attorney has hired the law firm of McGuinness & Associates, an independent counsel with special expertise, to pursue liquidated damages for delays related to the Torrance Transit Center in civil litigation matter City of Torrance v. Vigilant Insurance Company. It is the City Attorney’s recommendation that City Council approve and enter into the attached contingency fee agreement in an amount not-to-exceed $3,800,000.
ATTACHMENT
1. Contingency Fee Agreement
1 MCGUINNESS & ASSOCIATES
2785 Pacific Coast Highway, Suite E #729
Torrance, California 90505
Tel: (310) 792-0495
February 3, 2026
Patrick Q. Sullivan
City Attorney
Office of the City Attorney
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Re: Fee Agreement for Legal Services
Dear Mr. Sullivan:
Thank you very much for the selection by the City of Torrance (the “City”) of McGuinness & Associates to represent the City in connection with issues arising from “City of Torrance v. Vigilant Insurance Company.” This letter, when executed by you and returned to me at McGuinness & Associates, will constitute the agreement pursuant to which McGuinness & Associates will provide legal services to the City for matters related to City of Torrance v.
Vigilant Insurance Company. This firm is being engaged herein by the City on the terms and conditions herein provided.
The Firm will provide legal services pursuant to the below stated terms constituting a contingency agreement. The contingency agreement does not cover third party costs and/or the costs of suit, for which the City will be responsible. Third party costs include but not limited to court filing fees, transcript and court reporter fees, messenger and other delivery fees, process service fees, jury fees, witness fees, investigator fees, expert or consultant fees, photocopies, travel costs, secretarial overtime, fax charges, long distance and telephone charges, car telephone charges, computer assisted legal research charges, and other similar items.
The term “Recovery” as used herein shall mean and included and all recovery by settlement, verdict or award of all claims, in their entirety, in the case currently identified as Los Angeles Superior Court case number 25TRCV04354 and as that matter may be reassigned and designated with a different case identifier; except as is expressly provided by paragraph A.5. herein.
1 ATTACHMENT 1
2 A. Legal Fee Payment Terms
The contingency legal fee payment terms comprise the following:
1. If a Recovery is obtained at the current stage with a lawsuit having been filed by the Firm (pleading stage), then the Firm shall be paid twenty percent (20%) of any Recovery;
2. If a Recovery is obtained after written discovery is served on the opposing party by the City or served by the opposing party on the City (discovery stage), then the Firm shall be paid thirty percent (30%) of any Recovery;
3. If a Recovery is obtained after trial, summary judgment, judicial settlement conference, mediation, verdict, any judgment, and/or an arbitration award (dispositive outcome proceedings), then the Firm shall be paid forty percent (40%) of any Recovery;
4. As an accommodation to the City, if the matter settles through a mediation within six months of the complaint filing date, then the Firm shall be paid at the prior stage rate of a thirty percent (30%) payment of any Recovery;
5. As a further accommodation to the City, if the matter proceeds to trial, the Firm would be paid forty percent (40%) of the recovered damages. Any attorneys’ fees or costs awarded by the Court after a trial would not be included in the calculation of the attorneys’ fees due to the Firm.
6. Attorneys’ fees and costs charged by the Firm will not exceed $3.8 million.
7. This agreement does not include any necessary appellate work on behalf of you, the terms for which shall be separately negotiated.
Based on the above understanding, the Firm will provide all legal services reasonably necessary to represent your interests in connection with the referenced lawsuit. Our legal fees for work performed after execution of this agreement will be charged on the contingency fee basis set forth herein.
B. Third Party Costs
The City is responsible for costs and will continue to be billed monthly, but only for third party costs. Costs do not include any legal, paralegal or secretarial fees, which are covered herein through terms of a contingency agreement. All matter costs are billed by a specific category line item. Our statements for costs are payable when sent to you. This agreement does not include any necessary appellate work, which shall be separately negotiated for between McGuinness & Associates and you.
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Our statements for costs are generally prepared during the month following the month during which the costs were incurred. The Firm may arrange for certain services and costs to be billed directly to the City.
For any significant anticipated disbursements, we will endeavor to confer with you in advance and, if appropriate, submit the vendor's statements to the City directly for payment.
In the event it becomes necessary to hire expert witnesses and/or consultants, we will consult with you prior to retaining any such experts regarding the scope of their services and the rates to be charged. Although the experts' statements may be submitted to the Firm, you acknowledge that the City responsible for the payment of these fees and charges. Such expenses may be billed directly to the City.
C. Operating Terms
The City has the right at any time to terminate our services, upon written notice to us.
The City agrees our firm is entitled to payment for all services rendered up until the termination date, at our standard hourly rates.
The firm would then cease to render services. Such termination shall not, however, relieve you of the obligation to pay any balance owed for costs and/or attorney fees accruing before the termination notice is received.
Likewise, our firm shall have the right at our sole option and discretion to terminate this agreement, withhold further services, cease our representation and withdraw as counsel of record in any proceeding. In this event, you agree to take all steps necessary to free us of any obligation to perform any additional services, including the execution of any documents necessary to complete our discharge or withdrawal from your representation.
We can of course make no promises or guarantees regarding the outcome of any matter, and nothing contained in this agreement or in our statements to you shall be construed as a promise, guarantee, representation or assurance about the outcome of a particular matter.
You have all rights provided by applicable California law under certain circumstances to seek arbitration of any disputes regarding our contingency agreement. Subject to applicable laws and state bar rules the prevailing party in any such arbitration shall be awarded its reasonable costs and attorneys' fees incurred by reason of the dispute. California laws will be applied in any dispute between the Firm and you.
Further, you agree that jurisdiction for any dispute regarding this agreement or the services rendered hereunder shall be the State of California, County of Los Angeles. Both parties hereto stipulate to resolve any dispute arising hereunder by means of an arbitration, subject only to the approval of any interested insurance carrier. Such an arbitration will be by 3 4
the American Arbitration Association (“AAA”) and according to AAA rules. The parties hereto stipulate to forgo any discovery in any such proceeding. This agreement applies to venue as well as personal jurisdiction.
For purposes of billing, correspondence, document transmittal of any kind, and/or service of any legal process, legal action, and/or any motion to be relieved as counsel, pertaining to this agreement, your mailing and/or service address, shall be:
Jennifer V. Guerrero, Esq.
Deputy City Attorney
Office of the City Attorney
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Phone: 310-618-5809
Email: [email protected]
Any notice or other document transmittal referenced hereto or otherwise related to this agreement or to be relieved as counsel, may be by either ordinary mail, certified mail or the above referenced email.
In order to enable us to effectively render our services to you in this matter, it is important that you be forthright with us in discussing matters and keep us apprised of all developments regarding particular matters. Additionally, it is important that you cooperate with us in connection with our representation of you. You also agree to be reasonably available to attend meetings, court appearances, or other proceedings in connection with the matter for which the Firm has been retained.
By your signature below, you are indicating that you have read this agreement in its entirety and understand its contents. Further, you acknowledge that we have advised you that you may seek the advice of an independent attorney as to the meaning and effect of this agreement and that you have either sought and obtained such independent advice or waive your opportunity to do so.
This agreement contains the entire agreement between this law firm and you. No other agreement, statement, or promise made on or before the effective date of this agreement will be binding on either this firm or you. This Agreement can only be changed, altered, modified in any respect, by an instrument in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
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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 the entire agreement will be separable and remain in effect. This agreement may be modified by subsequent agreement between this firm and you only by an instrument in writing signed by both of us or an oral agreement to the extent that the parties carry it out.
This Agreement is prepared, negotiated and considered entered into in Los Angeles County, California and governed by, construed and enforced in accordance with the laws of the State of California and enforcement of said Agreement shall be venued in Los Angeles County, California.
In the event it becomes necessary for us to institute arbitration or litigation to collect any fees or disbursements due the Firm, the prevailing party will be entitled to recover its reasonable costs and legal fees incurred in any such proceedings.
Late fees will accrue on any balance unpaid after 30 days from the date of the statement.
The late fees on any unpaid balance will be at the rate of 18% per annum, applied to the total balance unpaid after thirty days.
To the extent you ask the firm to perform any services that arise out of our relationship but are not covered by this contingency fee agreement, you shall pay the Firm at its standard hourly rate of $545.00 per hour.
The contingency fee set forth in this agreement is not set by law but is negotiable between attorney and client.
I look forward to working with you. Please do not hesitate to contact me with respect to any questions you might have, and in particular with respect to the terms under which we will be providing services to you. If you agree that we may proceed to provide legal services to you on the terms set forth in this letter, please sign this letter agreement and return it to me at your earliest convenience.
This Agreement may be executed in counterparts which together will constitute a binding agreement. If any questions arise or if I may further elaborate on any of the above, please feel free to contact me.
CITY OF City of Torrance,
a municipal corporation
___________________________
George K. Chen, Mayor
ATTEST:
____________________________
Rebecca Poirier, MMC
City Clerk
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APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By: _________________________
Jennifer Vicente Guerrero
Deputy City Attorney
MCGUINNESS & ASSOCIATES
A Professional Law Corporation
By: __________________________
Joseph G. McGuinness
Principal
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