HomeMy WebLinkAboutLEXOLUTIONINSURANCE NOT N-2020-035
WORKMAYNOTON FILE
CLERK OF PROCEED
a : �aoday m�r�,, y O�PaL
'G LEGAL STAFFING SERVICES AGREEMENT WITH
LEXOLUTION. LLC
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No This AGREEMENT, made and entered into this 28`h day of January, 2020, by and between
Lexolution, LLC, a California limited liability company ("Company"), and the City of Santa Ana,
a charter city and municipal corporation duly organized and existing under the constitution and
m laws of the State of California ("City").
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RECITALS
A. The City of Santa Ana and the City Attorney's Office City desires to engage Company to
assist the City Attorney in the provision of legal staffing services to the City.
B. Company provides temporary attorneys, licensed to practice law in the State of California,
temporary paralegals, and litigation secretaries to assist with providing legal services.
Company represents that it is able to provide said legal staffing services to the City.
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:
t . RETENTION OF COMPANY On an as -needed basis, and at the sole discretion of the City,
City hereby agrees to and does retain Company, for the compensation hereinafter specified, to assist
the City Attorney in transactional and litigation related services related to City matters and other legal
issues when as requested by the City Attorney to do so. Company accepts said retention and agrees
to perform, in timely and efficient manner, all such services as may be requested by the City Attorney.
Company shall confirm its acceptance of work requested by City in writing by either email or letter
to the City Attorney or her designate.
2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Company, and Company agrees 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 incorporated by reference.
b. The total sum to be expended under this Agreement, shall not exceed $50,000,
including any extension periods
C. City agrees to reimburse Company and/or its employees for out-of-pocket expenses
incurred by the Company's employees, including but not limited to, mileage, if incurred during the
performance of duties under this Agreement and at the direction and written approval of the City
Attorney or her designate.
3. METHOD OF PAYMENT Company shall submit a monthly statement specifying the
services performed, dates and number of hours, and an itemization of expenses related thereto with
supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the
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fees incurred for work performed by Company on its behalf are due and owing within forty-five
(45) clays.
4. CONTROL OF LEGA q MAwLL__ 1;iERa Company agrees 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 tines keep the City Attorney informed of all matters and especially of significant developments
in the matters undertaken by Company and/or its employees, Company further agrees, if and when.
its retention hereunder is terminated by City, as hercitafler specified, the Company and/or its
employees shall return to City Attorney any and all tiles in their possession concerning each and every
matter or proceeding in which they represented the City pursuant to this Agreement.
5. "PERM The term of this Agreement shall cornmence on the date first written above and
continue for an one (1) year period, unless terminated earlier pursuant to Section 15 below. The term
of this Agreement may be extended for up to one (1) year upon a writing executed by both parties,
including the City Manager and the City Attorney.
G. INDEPEND] <NT CON'CItACT_ U It is mutually agreed by and between the parties that,
in the performance of their covenants hereunder, Company is and shall be independent contractors,
and not officers or employees of City.
7. iNSLtRANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising front bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vebicles. The amounts of
insurance shall be not less Unan the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence, Such insurance shall include
coverage for owned, hired and anon -owned automobiles.
c. Worker's Compensation Insurance, In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
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insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in fall force and
effect for the entire period covered by this Agreement.
ii Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced i, coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a frilly executed additional insured
endorsement.
If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance
has been procured and is in force and paid for, the City shall have the right, at the
City's election, to forthwith terminate this Agreement, Such termination shall not
affect Consultant's right to be paid for its time and materials expended prior to
notification of termination, Consultant waives the right to receive compensation
and agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
9. INDEMNIFICATION Company and any employees, agents or subcontractors agrees to
and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives
from liability for personal injury, damages, restitution, judicial or equitable relief to the extent
caused by Company's negligent or wrongful performance or conduct related to this Agreement.
10. CONFII7ENTIA ,ITY If Company and/or its employees receive from the City
information, which due to the nature of such information is reasonably understood to be
confidential and/or proprietary, Company agrees that it shall not use or disclose such infornnation
except in the performance of this Agreement, and further agrees to exercise the same degree of
care it uses to protect its own information of like importance, but in no event less than reasonable
care. "Confidential Information" shall include all nonpublic information, Confidential information
includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any
subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations
of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in
publicly available sources; (b) is, through no fault of the Company, disclosed in a publicly
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available source; (c) is in rightful possession of the Company without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
developed by the Company without reference to information disclosed by the City.
11. CONFLICT OF I(yTpRl'S CLAUSE Company covenants that it presently has no
interests and shall not have interests, direct or htd'mect, that would conflict in any manner with
performance of services specified under this Agreement,
11 pN . TIC} Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be property given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by facsimile or other
telegraphic/electronic convnunication in the manner provided in this Section, to the following
persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Fax:(714) 647-6956
Courtesy Copy, City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-6515
To Company; Lexolution, LLC
1901 Avenue of the Stars
Suite 200
Los Angeles CA 90067
Fax: (310) 461-1471
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the
new address. If sent by mail, communication shall be effective or deemed to have been given three
(3) days after it has been deposited in the United States mail, duty registered or certified, with
postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be
effective or deemed to have been given twenty-four (24) hours after the time set forth on the
transmission report issued by the transmitting facsimile machine, addressed as set forth above. For
purposes of calculating these time frames, weekends, federal, state, County or City holidays shall
be excluded.
13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
exclusive statement between the City and Company, and supersedes any and all other agreements,
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oral or written, between the parties. In the event of a conflict between the terms of this Agreement
and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not
be modified except by written instrument signed by the City and by an authorized representative
of Company. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Company or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any parties, which are not embodied herein.
14, ASSIGNMLNT Inasmuch as this Agreement is intended to secure the specialized services
of Company, Company may not assign, transfer, delegate, or subcontract any interest herein
without the prior written consent of the City and any such assignment, transfer, delegation or
subcontract without the City's prior written consent shall be considered nail and void. Nothing in
this Agreement shall be construed to limit the City's ability to have any of the services which are
the subject of this Agreement performed by City personnel or by other Company retained by City.
15, TERMINATION This Agreement may be terminated by City at any time. In such event,
Company shall be entitled to receive and the City shalt pay Company compensation for all services
performed by Company priorto receipt of such notice of termination. As a condition of such payment,
Company shall deliver to the City all files and records generated tinder this Agreement as of such
date.
Company may terminate this agreement, subject to their obligation to provide written reasonable
notice of at least thirty (30) days to arrange alternative representation, if necessary due to the
circumstances.
16. NON DISCRIMINATION Company shall not discriminate because of race, color, creed,
religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical
conditions, genetic information, or military and veteran status, age, national origin, ancestry, or
disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching,
training, utilization, promotion, termination or other employment related activities or any services
provided under this Agreement. Company affirms that it is an equal opportunity employer and
shall comply with all applicable federal, state and local laws and regulations.
17, Jt&jSj?jQTION = VENUE This Agreement has been executed and delivered in the State
of California and the validity, interpretation, performance, and enforcement of any of the clauses
of this Agreement shall be determined and governed by the laws of the State of California. Both
parties further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this Agreement,
M MISCELLANEOUS P12OVI'SIONS Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each of
the terns of this Agreement, and shall indemnity City fully, including reasonable costs and attorney's
fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held
by the signatory or is withdrawn.
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Dai%y Gufnc?
Clerk of'lite C4x=il
AKIROWD AS TO fORM:
R MA R. CARVAW
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City AlLomry