HomeMy WebLinkAboutTALLEY & TALLEY, APC (3)INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
10 • A • 7Z-1:L
CLERK OF COUNCIL
DATE:
A-2022-123
N LEGAL SERVICES AGREEMENT WITH
� TALLEY & TALLEY LAW, APC
r
This AGREEMENT, made and entered into this 1 st day of July, 2022, by and between Talley &
v Talley Law, APC, a Professional Corporation ("Attorneys"), and the City of Santa Ana, a charter
C) 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. City and the City Attorney's Office desire to employ Attorneys to assist the in-house attorneys
for the City ("City Attorney") in the provision of legal services to the City.
B. Attorneys represent that they are licensed to practice law in the State of California, have
special experience and knowledge related to administrative and litigation matters concerning
personnel, police matters, or general liability 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 On an as -needed basis, and at the sole discretion of the
City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to
assist the City Attorney with litigation filed against the City, for general advice and legal review on
a case -by -case basis when urgent matters arise in relation to personnel, police or general liability
to defend the City, its employees and its officials. 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.
Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter.
2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, for
payment in full for all services at the rate of $305 an hour for partners, $210 an hour for associates,
and $140 an hour for paralegals. Time will be billed in 1/1 Oth of an hour increments.
b. The total sum to be expended under this Agreement, shall not exceed $750,000.
C. As specifically outlined below, the City agrees to reimburse or not reimburse the
following charges or services as follows
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.
ii. City agrees to reimburse in-house printing, copying, and reproduction charges at
the rate of 20 cents per page.
iii. City will not reimburse Attorneys for Lexis, Westlaw or other paid legal
research subscription services for ordinary legal research. However, City will
reimburse Attorneys for extraordinary legal research costs related to a complex
legal matter or assignment if pre -approved in writing by the City Attorney.
iv. City will not reimburse Attorneys for ordinary document management systems
used for discovery purposes or any other purpose unless such technology is
deemed necessary by the City Attorney and pre -approved in writing by City
Attorney.
V. City agrees to reimburse Attorneys for their direct payments to vendors,
consultants, or experts for work in connection with the performance of duties
under this Agreement. Attorneys agree to seek authorization from City Attorney
before retaining experts and consultants.
vi. City will reimburse automobile travel at the standard mileage rate in effect at the
time of billing by the Internal Revenue Service.
vii. 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. City will not pay interest on unpaid monthly statements.
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 in their possession
concerning each and every matter or proceeding in which they represented the City pursuant to this
Agreement.
5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other
person(s) designated by the 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
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summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide
the following reports:
a. 45 day initial evaluation of case and budget; and
b. Pre-trial report 90 days before trial;
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.
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.
8. INSURANCE Attorneys shall provide to the Executive Director of Human Resources
proof of insurance prior to undertaking performance of work under this Agreement, Attorneys
shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liabilitv (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations, property
damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering,
Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with
limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if
consultant does not use an automobile to perform services)
C. Workers' Compensation: Insurance as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
d. Professional Liability (Errors and Omissions): Insurance appropriates to the
Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000
aggregate.
If Attorneys maintain broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to the City.
e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed
to contain, the following provisions:
Additional Insured Status- The City of Santa Ana, its officers, officials,
employees, and volunteers are to be covered as additional insureds on the
CGL policy with respect to liability arising out of work or operations
performed by or on behalf of Attorneys including materials, parts, or
equipment furnished in connection with such work or operations. General
liability coverage can be provided in the form of an endorsement to
Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if
not available, through the addition of both CG 20 10, CG 20 26, CG 20 33,
or CG 20 38; and CG 20 37 forms if later revisions used).
ii. Primary Coverage- For any claims related to this contract, Attorneys'
insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the City of Santa Ana, its officers, officials,
employees, and volunteers. Any insurance or self-insurance maintained by
the City of Santa Ana, its officers, officials, employees, or volunteers shall
be excess of Attorneys' insurance and shall not contribute with it.
iii. Notice of Cancellation- Each insurance policy required above shall state
that coverage shall not be canceled, except with notice to the City.
f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to
subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the
payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may
be necessary to affect this waiver of subrogation, but this provision applies regardless of whether
or not the City has received a waiver of subrogation endorsement from the insurer.
g. Self -Insured Retentions - Self -insured retentions must be declared to and approved
by the City. The City may require the Attorneys to purchase coverage with a lower retention or
provide proof of ability to pay losses and related investigations, claim administration, and defense
expenses within the retention. The policy language shall provide, or be endorsed to provide, that
the self -insured retention may be satisfied by either the named insured or City.
h. Acceptability of Insurers - Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than ANII, unless
otherwise acceptable to the City.
i. Claims Made Policies - If any of the required policies provide coverage on a claims -
made basis:
The Retroactive Date must be shown and must be before the date of the
contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policyform with a Retroactive Date prior to the contract
effective date, the Attorneys must purchase "extended reporting" coverage
for a minimum of five (5) years after completion of contract work.
j. Verification of Coverage — Attorneys shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or copies of the
applicable policy language effecting coverage required by this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to Entity
before work begins. However, failure to obtain the required documents prior to the work beginning
shall not waive the Attomey's obligation to provide them. The City reserves the right to require
complete, certified copies of all required insurance policies,including endorsements required by
these specifications, at any time.
k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an
additional insured on insurance required from subcontractors.
1. Special Risks or Circumstances — City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage,
or other special circumstances
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 City Attorney, Sonia Carvalho, or selected
members of her office, as directed by the 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 City Attorney. Confidential information disclosed
to either parry 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.
5
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 telefacsimile 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
Facsimile (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
Facsimile (714) 647-6515
To Attorneys: Cristina Talley, Esq.
Talley & Talley Law, APC
23461 South Pointe Drive, Suite 130
Laguna Hills, CA 92653
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 telefacsimile, 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 oftermination. Asa 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. 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.
17. 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.
18. 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.
19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts,
secured via facsimile 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.
20. 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
7
A-2022-123
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. hi 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:
s
Daisy Gomez
,J�,rClerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: IWVVVIWyr t —
Tamara Bogosian
Senior Assistant City Attorney
CITY OF nSLA
Kristine Ridge
City Manager
TALLEY & TALLEY LAW, APC
Cristina Talley, Esq.
Partner
Quintana, David
From: CTrax <certificate-request@ctraxjdidata.com>
Sent: Friday, October 7, 2022 8:13 AM
To: Quintana, David; marilu@pacificlighthouseins.com
Subject: Internal Notice of Compliance
Follow Up Flag: Follow up
Flag Status: Flagged
NOTICE OF COMPLIANCE
( 11 % S I'AFF: PRINT Tuls PACE AND 6CLI DE A11111 AGREEMEV I- 10 THh: cLLRK OF TIIE (OF V II
Contractor
Talley & Talley Law, APC
Name:
Project
TBD CAO
Number:
Project
Legal Services Agreement With Talley & Talley Law, APC
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
POLICY NUMBER
EXPIRATION
COI DATE
FILE NAME
DATE
AUTOMOBILE LIABILITY
57SBABL2146
11/01/2023
09/26/2022
Cert of Ins - City of
Santa Ana.PDF
GENERAL LIABILITY
57SBABL2146
11/01/2023
09/26/2022
Cert of Ins - City of
Santa Ana.PDF
PROFESSIONAL LIABILITY
LP009892
10/09/2022
08/02/2022
Cert of Ins - City of
Santa Ana.PDF
WORKERS COMPENSATION AND EMPLOYERS'
Cen of Ins - City of
QWC 1232651
09/07/2023
09/26/2022
LIABILITY
Santa Ana.PDF
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
1
From:City of Santa Ana
To:Quintana, David
Subject:Internal Notice of Compliance
Date:Tuesday, September 12, 2023 8:49:08 AM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Talley & Talley Law, APC
Name:
Project
A-2022-123
Number:
Project
Legal Services Agreement With Talley & Talley Law, APC
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this
time.
The compliant coverage(s) are:
POLICYEXPIRATIONFILE
TYPE OF INSURANCECOI DATE
NUMBERDATENAME
Cert of Ins -
AUTOMOBILE LIABILITY57SBMBP381006/09/202408/23/2023City of Santa
Ana.PDF
Cert of Ins -
ERRORS AND OMISSIONSLP00989210/09/202310/10/2022City of Santa
Ana.PDF
Cert of Ins -
GENERAL LIABILITY57SBMBP381006/09/202409/08/2023City of Santa
Ana.PDF
Cert of Ins -
WORKERS COMPENSATION AND
QWC130742909/07/202408/23/2023City of Santa
EMPLOYERS' LIABILITY
Ana.PDF
Thank you,
City of Santa Ana
Risk Management Division
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Talley & Talley Law, APC
Name:
Project
A-2022-123
Number:
Project
Legal Services Agreement With Talley & Talley Law, APC
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION
TYPE OF INSURANCE COI DATE FILE NAME
NUMBER DATE
Cert of Ins -
AUTOMOBILE LIABILITY 57SBMBP3810 06/09/2024 08/23/2023 City of Santa
Ana.PDF
Cert of Ins -
ERRORS AND OMISSIONS LP009892 10/09/2024 10/10/2023 City of Santa
Ana.PDF
Cert of Ins -
GENERAL LIABILITY 57SBMBP3810 06/09/2024 09/08/2023 City of Santa
Ana.PDF
Cert of Ins -
WORKERS COMPENSATION AND
QWC1307429 09/07/2024 08/23/2023 City of Santa
EMPLOYERS' LIABILITY
Ana.PDF
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
10/16/2023 12:13 PM