HomeMy WebLinkAboutLEWIS BRISBOIS BISGAARD & SMITH LLPINSURANCE ON FILE N-2021-254
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CLERK OF COUNCIL DATE!LEGAL SERVICES AGREEMENT WITH
LEWIS BRISBOIS 13ISGAARD & SMITH LLPI
This AGREEMENT, made and entered into this 19th day of November, 2021, by and between
Lewis Brisbois Bisgaard & Smith LLP ("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").
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RECITALS
A. The City of Santa Ana and the City Attorney's Office City desires to employ Attorneys to
assist the in-house attorneys for the City ("City Attorney") in the provision of legal services
to the City, for defense of the City and certain individually named Defendant City employees
in the matter of Santa Ana Police Officers Association, et al. v. City of Santa Ana, et al.,
Orange County Superior Court Case No. 30-2021-01230129-CU-OE-CJC.
B. City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney")
in the provision of legal services to the City.
C. Attorneys represent that they are licensed to practice law in the State of California, have
special experience and knowledge related to defending public entities and/or their employees
or public officials in various litigation matters in both federal and state court including but not
limited labor and employment matters and desire to undertake 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 ATTORNEYS City hereby agrees to and does retain Attorneys, for the
compensation hereinafter specified, to assist the City Attorney with litigation filed against the City,
in the matter of Santa Ana Police Officers Association, et al. v. City of Santa Ana, et al., Orange
County Superior Court Case No. 30-2021-01230129-CU-OE-CJC. Representation by Attorneys
of certain individually named Defendants will be confirmed in a separate writing. Attorneys accept
said retention and agree to perform, in a timely and efficient manner, all such services as may be
requested by the City Attorney's Office.
2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and
for payment in full for all services for the foregoing services, Partners will be billed at the rate of $295
an hour, $250 for all Associates, $135 for all paralegals, and $195 for all law clerks. Time will be
billed in 1/IOth of an hour increments.
b. The total sum to be expended under this Agreement, shall not exceed fifty thousand
dollars and zero cents ($50,000.00), including any extension periods
C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not
limited to, mileage, copying costs, service of process, and mail services authorized by the City
Attorney in connection with the performance of duties under this Agreement. In-house printing,
copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will
not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services
unless the issue(s) researched relates to a complex legal matter or assignment that is approved in
writing by the City. Automobile travel will be reimbursed at the standard mileage rate in effect at
the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City
Attorney approval prior to incurring the expense. All expenses must have supporting documentation
submitted with the invoice.
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 with
supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the
fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of
the work being performed. At Attorneys' discretion, they may choose to defer payment.
Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand
by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by
Attorneys shall not constitute written demand, but shall simply be a written reflection of work
performed and fees incurred.
4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or
proceeding in which they undertake to assist the City Attorney's Office, as aforesaid, shall be and
remain under, and subjeetto the control and direction of the Chief Assistant City Attorney at all stages,
and that they shall at all times keep the Chief Assistant 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's
Office any and all files then in their possession concerning each and every matter or proceeding in
which they represented the City pursuant to this Agreement.
5. REPORTING REOUIRFMENTS Attorneys agree to keep the Chief Assistant City Attorney,
and any other person(s) designated by the Chief Assistant City Attorney, informed of significant
events in the Actions, including but not limited to trial date, filing of motions for summary judgment,
hearing date for motion for summary judgment, settlement conference date, and mediation date.
Attorneys will comply with the defense and reporting guidelines of the City's risk pool, independent
Cities Risk Management Authority.
6. TERM The term of this Agreement shall commence on the date first written above and
terminate on June 30, 2025, 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's Office.
7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that,
in the performance of their covenants hereunder, Attorneys are and shall be independent contractors,
and not officers or employees of City.
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8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability
(errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per
claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or
refuse to produce and maintain the insurance required by this section, or fail or refuse 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 Attorneys' right to be paid for its time and materials expended prior to notification
of termination.
9. INDEMNIFICATION Attorneys agree 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 Attorneys' negligent or wrongful
performance or conduct related to this Agreement.
10. CONFIDENTIALITY All information and documents shared with Attorneys as well as
all work performed by Attorneys in connection with this Agreement should be treated as strictly
confidential. Moreover, all communications between Attorneys and City shall be treated as
protected by the attorney -client privilege and the attorney work product doctrine. Accordingly,
information received by Attorneys from City should be kept in a secure place, and no information
about this work may be disclosed to any third party without City's prior written approval.
Attorneys shall provide materials directly to the Chief Assistant City Attorney, Laura Rossini, or
selected members of the City Attorney's office, as directed by the Chief Assistant City Attorney.
All such information and any written product in connection with Attorneys` retention under this
Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK
PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided
to the Office of the City Attorney with all copies upon the request of the Chief Assistant City
Attorney or any attorney from the City Attorney's Office. 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 Attorneys, disclosed in
a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
developed by the Attorneys without reference to information disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests
and shall not have interests, direct or indirect, that would conflict in any manner with performance
of services specified under this Agreement.
12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic
communication 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: Laura A. Rossini Chief Assistant 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 Attorneys: Attention — Jeffrey S. Ranen
Lewis Brisbois Bisgaard & Smith LLP
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Fax:
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, duly registered or certified, with
postage prepaid, and addressed as set forth above. If sent by fax, 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 Attorneys, and supersedes any and all other agreements,
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 Attorneys. 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 Attorneys 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. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
of Attorneys, Attorneys 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 null 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 Attorneys retained by City.
15. TERMINATION This Agreement may be terminated by City at any time. In such event,
Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services
performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment,
Attorneys shall deliver to the City all files and records generated under this Agreement as of such
date.
Attorneys may terminate this agreement, subject to their obligation to provide written reasonable
notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to
secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel
as counsel of record in in the Actions.
16. CONFLICT WAIVERS It shall be the exclusive obligation of Attorneys to provide and obtain
any written conflict waivers that may be necessary or required by the applicable Rules of Professional
Responsibility and/or applicable law.
17. NON-DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
18. JURISDICTION — 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.
19. MISCELLANEOUS PROVISIONS 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 terms of this Agreement, and shall indemnify 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.
20. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts,
secured via fax transmission or otherwise, each of which shall be deemed to be an original.
Photocopies of any executed counterpart shall have the same force and effect as an original. City
further acknowledges that it has read and received a copy the full text Section 6148 of the
California Business and Professions Code prior to signing this Agreement.
21. NO GUARANTEES City understands and acknowledges that there are certain risks and
uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not
E
N-2021-254
an exact science, that Attorneys have made no representations or guarantees of success regarding
the conclusion of any particular matter, and that all expressions relative thereto are matters of
Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of
success regarding any matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Laura A. Rossini
Chief Assistant City Attorney
CITY OF SANTA ANA
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Steven Mendoza
Assistant City Manager
LEWIS BRISBOIS BISGAARD & SMITH
LLP
By:
Name: Jeffrey S. Ranen
Title: Partner
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IRONSHORE SPECIALTY INSURANCE COMPANY
175 Berkeley Street
Boston, MA 02116
Toll Free: (877) IRON411
Policy# LPL7NABZWBZ002
Expiring Policy # LPL7NABZW BZ001
THIS IS ISSUED BY THE INSURANCE COMPANY SELECTED ABOVE
LAWYERS PROFESSIONAL LIABILITY POLICY
WITH CLAIM EXPENSES INCLUDED IN THE LIMIT OF LIABILITY
DECLARATIONS
This is a Claims Made and Reported Policy, please read it carefully. Amounts incurred as Claim Expenses shall reduce the
limit of liability available to pay judgments or settlements and shall also be applied against the deductible.
ITEM 1. NAMED INSURED AND PRINCIPAL ADDRESS:
Lewis Brisbois Bisgaard & Smith, LLP
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
ITEM 3. LIMIT OF LIABILITY (inclusive of Claim Expenses)
$10,000,000 Each Claim
Item 2. POLICY PERIOD
(a) Inception Date: May 25, 2021
(b) Expiration Date: May 25, 2022
at 12:01 a.m. both dates at the
$10,000,000 aggregate limit of liability for all Claims made or deemed made during Policy Period
ITEM 4. DEDUCTIBLE:
$500,000 per claim
$1,000,000 aggregate
$100,000 each and every claim
LPL.DEC.002 (05/09)
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//R�`EVIE D&APPROVED BY: p
��' Risk Management Analyst
ITEM S. PREMIUM
Premium: Compliance with all surplus lines placement requirements, including stamping
the Policy and collection and payment of surplus lines taxes, is the
responsibility of the broker.
Premium: $2,650,000.00
Total Amount Due: $2,650,000.00
See Invoice for the date Premium is due and payable. Failure to pay the
premium in full may result in voidance of coverage.
ITEM 6. RETROACTIVE DATE: Full prior acts
ITEM 7. FORMS AND ENDORSEMENTS ATTACHED AT ISSUANCE:
LPL.COV.002 (0509) Lawyers Professional Liability Coverage Form
1. IRON.END.ALL.016 (0419) Insurer Address Change
2. ADM-OFAC-0419 - Sanction Limitation and Exclusion Clause
3. Service of Suit Clause - California - SC-7 (11_19)
4. LPL.CNR.CA (0120) Cancellation and Nonrenewal Endorsement -California
5. LPL.MANU.173-13 (0616) Most Favorable Venue Wording For Punitive Damages
6. LPL.MANU.518 (0716): Specific Mutual Consent
7. LPL.MANU.539 (0518): Self -Representation Endorsement
8. LPL.MANU.022-3 (0616): Deletion Of Section VII E
9. LPL.MANU.200-7 (0616): Risk Management Budget
10. LPL.MANU.514 (0616): Notice Of Claim Amended - Managing Partner, GC, Management Committee
11. LPL.MANU.513 (0616): Definition Of Claim Amended (Toll Or Waive Statute Of Limitations)
12. LPL.MANU.516 (0616): Definition Of Insured Amended (From Inception)
ITEM 8. INSURER
ADDRESS: Send to Company Indicated Above
c/o Ironshore Insurance Services, LLC
28 Liberty Street
5th Floor
New York, NY 10005
ITEM 9. BROKER:
ADDRESS:
Craig Lewis
Brakke Schafnitz Insurance Brokers, Inc
28202 Cabot Rd Suite 600
Laguna Niguel, CA 92677
LPL.DEC.002(05/09)
RiskManagemedDiwion
Ra Ewacl&Mraw®Ry:
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Risk Management Analyst
THESE DECLARATIONS, TOGETHER WITH THE COMPLETED AND SIGNED APPLICATION, FOR THIS POLICY AND THE
FOLLOWED POLICY, INCLUDING INFORMATION FURNISHED IN CONNECTION THEREWITH WHETHER DIRECTLY OR
THROUGH PUBLIC FILING, AND THE POLICY FORM ATTACHED HERETO, CONSTITUTE THE INSURANCE POLICY.
1
Date: June 15 2021
MO/DAY/YR. Authorized Representative
WMnugtmentDivision
REVIEWED S APPROVED BY:
LPL.DEC.002 (05/09)
� Risk Management Analyst