HomeMy WebLinkAboutJONES & MAYER, LLP.N-2023-169
INSURANCE ON FILE
WORK MAY PROCEED
UNTIL laW EXPIRES
N CITY CLERK LEGAL SERVICES AGREEMENT WITH
ti DATE: JONES & MAYER
This AGREEMENT, made and entered into this 18th day of July, 2023, by and between Jones &
N
Mayer, LLP, a limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city
t� and municipal corporation duly organized and existing under the constitution and laws of the State
Q of California ("City").
O C A RECITALS -
A. The City of Santa Ana and the City Attorney's Office desire to employ Attorneys to assist the
CS •W( it" Ok rA 5) � 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
general liability, personnel, and police 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:
I. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the
City, City hereby agrees to and does retain Attomeys, for the compensation hereinafter specified, to
assist the City Attorney with the defense of the City and its employees In tort matters , including but
not limited to acting as conflict counsel and general tort defense.. 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, as and
for payment in full for all services compensation at the blended rate of $275 an hour for all attorneys
and $150 an hour for paralegal work. Time will be billed in I/IOth of an hour increments.
b. The total sum to be expended under this Agreement shall not exceed $50,000. Any
subsequent amendment to this Agreement that increases the not to exceed amount will require
approval by the City Council.
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.
i. In-house printing, copying, and reproduction charges will be reimbursed at the
rate of 20 cents per page.
ii. The C ity will not reimburse Attorneys for Lexis, Westlaw or other paid legal
research subscription services for ordinary legal research. However, the City will reimburse
Attorneys for extraordinary legal research costs related to a complex. legal matter or assignment
and if pre -approved in writing by the City Attorney.
iii. The City will not reimburse Attorneys for ordinary document management
systems used for discovery purposes unless such technology is deemed necessary by the City
Attorney and if pre -approved in writing by City Attorney.
iv. Attorneys agree to directly pay for vendors, consultants, or experts, and then
seek reimbursement from the City.
V. Attorneys agree to seek authorization from City Attorney before retaining
experts and consultants.
vi. Automobile travel will be reimbursed 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 priorto 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 slated 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 pertainingthereto. 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, tiling of motions for summary judgment, hearing date for motion for
summaryjudgment, settlement conference date, and mediation date. Attorneys also agree to comply
with Independent Cities Risk Management Authority (" ICRMA") defense attorney guidelines in the
event that any matter assigned to Attorneys has also been reported to ICRMA.
6. TERM The tern 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 arc 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. 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.
b. 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.
c. Other Insurance Provisions-The insurance policies are to contain,or be endorsed
to contain,the following provisions:
i. 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 1185 or if
not available,through the addition of both CC 20 10,CG 20 26,CC 20 33,
or CC 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.
d. 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
3
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.
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.
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 A:V II,
unless otherwise acceptable to the City.
g. Claims Made Policies - If any of the required policies provide coverage on a claims -
made basis:
i. 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 requiredby this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to
Entity before work begins. I-lowever, failure to obtain the required documents prior to the
work beginning shall not waive the Attomny'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 verity 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.
I. 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 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.
it. 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 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: James R. Touchstone, Esq.
JONES & MAYER
3777 N Harbor Blvd.
Fullerton, CA 92835
Facsimile: (714) 446-1448
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 asset 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 ofrace, 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 underthis 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
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.
N-2023-169
ATTEST: CITY OF SANTA ANA
r
ennifer Hal / Kfmffine Ridge
erc of the cil City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney 'pq�
By:m
In
Taara Bogosian
Senior Assistant City Attorney
JONES & MAYER, LLP
Araiza, Fatima
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Monday, July 31, 2023 3:35 PM
To: Williams, Sara; aoertel@libertycompany.com;jrt@jones-mayer.com
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Jones & Mayer
Name:
Project TBD (103)
Number:
Project Legal Services Agreement With Jones & Mayer
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
LAWYERS PROFESSIONAL LIABILITY
POLICY
EXPIRATION
NUMBER
DATE
267951336
01/22/2024
COI DATE FILE NAME
07/06/2023 I jonessantaanacoi233.PDF
Richard D Jones A prof
WORKERS COMPENSATION AND law Corp dba Jones &
EMPLOYERS' LIABILITY EIG1024936M16 04/01/2024 07/05/2023 Mayer Attny at Law 7-5-
2023 COI City of Santa
Ana.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
7/31/2023 6:34 PM
From:City of Santa Ana
To:Williams, Sara; aoertel@libertycompany.com; aoertel@mitchellandmitchell.com; Quintana, David; jrt@jones-
mayer.com
Subject:Internal Notice of Compliance
Date:Tuesday, January 23, 2024 10:53:48 AM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Jones & Mayer
Name:
Project
N-2023-169
Number:
Project
Legal Services Agreement With Jones & Mayer
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages
comply with the insurance requirements.
The compliant coverage(s) are:
POLICYEXPIRATIONFILE
TYPE OF INSURANCECOI DATE
NUMBERDATENAME
Jones Mayer
LAWYERS PROFESSIONAL- COI (Legal
26795133601/22/202501/18/2024
LIABILITYProf)
(2024).pdf
Richard D
Jones A prof
law Corp dba
Jones &
WORKERS COMPENSATION
EIG1024936M1604/01/202407/05/2023Mayer Attny
AND EMPLOYERS' LIABILITY
at Law 7-5-
2023 COI
City of Santa
Ana.pdf
No further action is required at this time.
Thank you,
City of Santa Ana
Risk Management Division
ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DA MAR 2 24n
PRnpuCFR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
KERRY A.HAMPTON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
4335 E.Airport Dr.,Suite 104 HOLDER THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
Ontario CA 91761 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PHONE:
FAX: INSURERS AFFORDING COVERAGE NAIL 6
INSURED J INSURER A: EMPLOYERS PREFERRED INS CO 10346
RICHARD D.JONES,A PROFESSIONAL LAW CORP INSURER B -
DBA JONES&MAYER ATTORNEYS AT LAW
3777 N.HARBOR BLVD. -
FULLERTON CA 92835 INSURER D.
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IS%ED TO THE 4NSLIRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EKcLus0PLS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMBS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
R TYPE OF INSURANCE POLICY NMICe! roLCY EFFECIM •OlIC11 O7IUTd1 LAW"
I GENERAL LIABILITY EACH OCCURRENCE f
I COMMEROAL GENERAL LIABILITY DAwv,E TID RfWMD f
YREtisE_5(Fa__am�v
CLAIMS MADE [7] OCCUR MED.EXP(Any One Person) s
PERSONAL 6 ADV oJJURY s
GENERAL AGGREGATE f
GEPfL AGGREGATE UMIT APPLIES PER. PRODUCTS-COMPIOP AGG. f
I POLICY
AUTOMOBILE LIABILITY COMBINED S&JG E LIMIT
ANY AUTO (Ew $
ALL OWNED AUTOS BODILY INJUR`(
/Pea person) f
SCHEDULED AUTOS
HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS (Pe1 aocRfenO s
PROPERTY DAMAGE f
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT s
ANY AUTO OTHER THAN EA ACC f
AUTO ONLY: AGG s
EXCESS I UMBERS I A L1AB&1T V EACH OCCURRENCE s
CLAIMSOCCUCLAIMSAS MADE AGGREGATE f
f
DEDUCTIBLE f
I RETENTION $ s
WORKERS COMPENSATION AND EIG 1024936 17 APR 124 APR 125 =ins X OTTER
EMPLOYERS'LUIBIUTY EL EACH ACCIDENT f 2,000,000
A AIW.Ror1OET0"&Anmmmxm"m --- --
oFmERAUIMEA EXCUIDFDi E L DISEASE-EA EMPLOYEE $ 2,000,000
s fic L mml;9 b. � EL DISEASE-POLICY UMIT f 000,000
s•�rNOVL40KS Yro� Z.
OTHER:
i
DESCRIPTION OF OPERATXMSILOCAT",kVEHCL ESIEXCLUSIONS ADDED ENDORSEMENT/SPECIAL PROVISIONS
BLANKET WAVIER OF SUBROGATION PER FORM WC 04 03 06 INCLUDED
—EXCEPT CANCELLATION FOR NON-PAYMENT OF PREMIUM,IN THAT EVENT THE NOTICE OFCANCEL.LATION WILL BE 10 DAYS—
CERTIFICATE HOLDERS sISIIR� LET[FI� - CANCELLATION
CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 90
20 CIVIC CENTER PLAZA DAYS WRFFLEN NOTICE 10 THE CERTIFICATE HOLDER NAMED TO THE LEFT.BUT
SANTA ANA,CA 92702 FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LLAMITY OF ANY WHO UPON THE
NsURER,IT;5 AGENTS OR REPRESENTATIVES
AUTHOR PRESENTATIVE
Attention: (p
ACORD 25(2001/08) CM)ncate I 1901
APPROVED
By Cynthia Mora at 3:22 pm, Oct 31, 202,