Loading...
HomeMy WebLinkAboutRICHARDS, WATSON & GERSHON (2004) 2A-2004-233 `v `~~~~ ~ ~ LEGAL SERVICES AGREEMENT This AGREEMENT, made and entered into this _ day of December 2004 by and between Richards, Watson, Gershon, a Professional Corporation (hereinafter "Attorneys"), and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City") RECITALS A. City desires to employ Attomeys to assist the City Attomey in the provision of legal services to the City, and B. Attomeys represent that they aze licensed to practice law in the State of California, have special experience and knowledge in the fields of land use law, including the referendum process and municipal litigation and desire to undertake said employment. 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. EMPLOYMENT OF ATTORNEYS. City hereby agrees to and does employ Attorneys, for the compensation hereinafter specified, to assist its City Attorney, when and as requested by said City Attomey to do so. Attomeys accept said employment and agree to perform, m timely and efficient manner all such services as maybe requested by the City Attomey. 2. PAYMENT FOR SERVICES RENDERED. A. FEES City agrees to compensate Attorneys, and Attomeys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at a maximum mte of $250 per hour for work performed by Attomey shareholders, and $195 per hour for work performed by associates. B. REIMBURSEMENT FOR COSTS City agrees to reimburse Attomeys for out-of-pocket expenses including mileage authorized by the City Attomey in connection with the performance of duties under this Agreement. 3. METHOD OF PAYMENT Attomeys shall, by the l0a' day of each month, submit a statement, specifying the services performed, dates and number of hours, itemization of expenses related thereto. 4. CONTROL OF LEGAL MATTERS Attomeys 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 Attomey informed of all matters pertaining thereto. Attorneys will notify City promptly of any settlement offer received by Attomeys. City will keep Attomeys informed of all significant developments in matters relating to any representation undertaken by Attomeys. Attomeys further agree, if and when their employment hereunder is temvnated 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. ATTORNEYS INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenanu hereunder, Attomeys aze and shall be independent contractors, and not officers or employees of City. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attomey 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 Attomeys fails or refuses to produce and maintain the insurance required by this section or fails or refuses to famish 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 Ageement. Such termination shall not affect Attorneys' right to be paid for iu time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agenu, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' performance or conduct of this Agreement. 8 CONFIDENTIALITY If Attorneys receive from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attomeys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of caze 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 Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attomeys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attomeys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attomeys 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. 10. 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 fast 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: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Attomeys: Richazds Watson Gershon 355 South Grand Avenue, 40`" Floor Los Angeles, CA 90071-3101 Telephone (213) 626-8484 Telefacsimile (213) 6626-0078 A parry 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, any notice, tender, demand, delivery, or other 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, any notice, tender, demand, delivery, or other 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 fiarnes, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attomeys, 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 Attomeys. The parties agree that any terms or conditions of any purchase order or other instrument that aze inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor 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 party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attomeys, 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 aze the subject of this Agreement performed by City personnel or by other Attomeys retained by City. 13. TERMINATION This Agreement maybe terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attomeys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attomeys shall deliver to the City all files and records generated under this Agreement as of such date. Attomeys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substituticn of the new counsel as counsel of record in any litigation in which Attomeys maybe involved. 14. DISCRIMINATION Attomeys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attomeys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of Califomia 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 Califomia. Both parties further agree that Orange County, Califomia, shall be the venue for any action or proceeding that may be brought or azise out of, in connection with or by reason of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the temps 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 fad, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and yeaz first above written. ATTEST: CITY OF SANTA ANA, a charter city and municipal corporation, Patricia E. Healy Clerk of the Council by David N. Ream City Manager APPROVED AS TO FORM: Joseph W. Fletcher City Attorney RICHARDS WATSON GERSHON T. Peter Pierce Partner MARSH CERTIFICATE OF INSURANCE CERTIFICATE NUMBER LOS-000622787-03 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POUCY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Al.TER THE COVERAGE AFFORDED BY THE POUCIES DESCRIBED HEREIN. PRODUCER Marsh Risk & Insurance Services CA License #0437153 777 South Figueroa Street l Los Angeles, CA 90017 , 02512-FINPR-E&O-08-09 !INSURED Richards, :tson :GerShOn- 355 South Grand Avenue 40th Floor Los Angeles, CA 90071-3101 1- COMPANIES AFFORDING COVERAGE COMPANY A L10yds Of London & Other Carriers I ~~ANY r COMPANY C - COVERAGES This certificate supersedes and replaces any previously issued.certiflcateforthe policy period noted below. 2 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES, AGGREGAl E LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~T - -- -T--- co i TYPE OF INSURANCE ' I'OUCV NUMBER LTR I I -- - COMPANY o - -~- - POUCY EFFECTIVE IPOUCY EXPIRATION DATE (MM/DDJYY) DATE (MM/DOJYY) LIM!TS GENERAL UABILlTY I ._~ COMMERCIAL GENERA~IABILl1Y I 1-. \___\ CLAIMS MADE i ---.J OCCUR 1__ ! OWNER'S & CONTRACTOR'S PROT ! 1-- - I AUTOMOBILE LIABILITY I 3~NERALAGGREGATE --1! ~PRODUCTS COMP/OP ASFGG $ - PERSONAL & ADV INJURY $ - - - _EACH OCCURRENCE $_ FIRE DAMAGE (Ar'lyone fl~ $____ MED EXP IAnv one versonl 'I $ COMBINED SINGLE LIMIT I $ - , - 1 --\0 fiRM I '. j t .....' '-~ ff! P-:::;~- 1-- __ ANV AUTO f--I ALL OWNED AUTOS , SCHEDULED AUTOS 1 HIRED AUTOS ! -__I NON OWNED AUTOS I I __ BODILY INJURV (Per accident) 1$ $ BODILY INJURY (Per person) PROPER1Y DAMAGE $ GARAGE LIABILITY I . ~_II ANY AUTO ! EXCESS UABIUTY (__~ UMBRELLA FORM I , OTHER THAN UMBRELLA FORM ~ WORKERS COMPENSATION AND I ! EMPLOYERS' UABIUTY THE PROPRIETOR! PARTNERS/EXECUTIVE OFFICERS ARE OTHER A Lawyers Prof. Liability IQF046008 & EGN721261012008 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS I I I , ,--\\)' c" ..1. ). I I ~UTO ON_l Y - EA ACCID_ENT L_~_-_ OTH~RTH!lo.NAUTO_ONlY'------1--__------'---_~~' _ _. EACH ACCIDENT $ _~ ~~REGA~ET $ IL $ 1$ I ""~,~T~T.~; I OTH_ I _..L:!ORY.L1MI~.', J ER f-. - -- - ~L EACH ACCIDENT__ J.. $_ __ I El DISEAS~ POllC':'_~!~!!T - $- , EL DISEASE-EACH EMPLOYEE $ I E~CH OCCURR~NC E AGGREGATE ~ - II' 'NCL I EXCl 09/08/08 09/08/09 I Limit of Liability 1,000,000 CERTIFICATE HOLDER CANCELLATION Community Redevelopment Agency of the City of Santa Ana Office of the City Attorney Twenty Civic Center Plaza Santa Ana, CA 92702 SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE INSURER AFFORDING COVERAGE Will ENDEAVOR TO MAIL ---.ZO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 06L1GATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services ~ ~ BY: Karen Chan MM1(3/02) VALID AS OF:09/10/08 CONSENT CALENDAR 25. D. AGMT NO. 2004-226 -WIRELESS SERVICES AND EQUIPMENT -With AWS National Accounts, LLC, a subsidiary of AT&T Wireless to join the City under a master agreement with Western States Contracting Alliance for a period beginning November 1, 2004 to July 1, 2006 for an amount not to exceed $275,000 per year -Police Department 25.E. AGMT NO. 2004-227 -CONSULTING AND TRAINING SERVICES - Execute an amended agreement with General Learning Climates, Inc. in an amount not to exceed $40,000 -Police Department 25.F, AGMT NO. 2004-228 -ASSET FORFEITURE CONSULTING SERVICE - Renew agreement with Joseph R. La Rosa, Jr. in an amount not to exceed $28,800 -Police Department 25.G. AGMT NO. 2004-229 -COMPUTER AIDED DISPATCH SYSTEM -With POSITRON, fnc. in an amount not to exceed $325,000 -Police Department 25.H. AGMT NO. 2004-230 -CARD ACCESS SYSTEM -With Simplex/Grinnell, LP for annual maintenance and support in an amount not to exceed $15,000 - Police Department 25.1. AGMT NO. 2004-231 -INMATE MEDICAL SERVICES - Execute a one-year agreement, with two one-year renewal options with Correctional Managed Care Medical Corporation to provide on-site inmate medical care for the Santa Ana Jail in an amount not to exceed $967,784 -Police Department 25.J. AGMT NO, 2004-232 -HISTORIC RESOURCES CONSULTING SERVICES - With Science Applications International Corporation (SAIC) in an amount not to exceed $69,000 -Planning & Building Agency 25.K AGMT NO. 2004-233 -LEGAL SERVICES -With Richards, Watson & Gershon with a maximum hourly rate of $250.00 per hour related to the One Broadway Plaza Referendum -City Attorney's Otfice LAND USE MATTERS CONDITIONAL USE PERMITS !VARIANCES Filed by Jon Reiser to allow a bar within the Central Business -Artists Village (C3-A) Zone at 215 North Broadway Recommended action approved by the Planning Commission at its September 27, 2004 meeting by a 6:0 vote CITY COUNCIL MINUTES 340 OCTOBER 18, 2004 Amici, Sandra From: Sent: To: Subject: Gagnon, Indhira Monday, September 22, 2008 3:39 PM Amici, Sandra RE Richards, Watson and Gershon Agreement #A-2004-233 Hi Sandra, I will track it down. I have an unsigned copy here with a note that we sent it to the firm on Dec. 7 04. Not sure if we got it back. It may be with the case so it may take me a while. I will send you a copy of the unsigned agreement and the minutes of the council meeting. Thanks Indhira xS214 Please think of trees before you print J;. From: Amici, Sandra Sent: Monday, September 22, 2008 3:31 PM To: Gagnon, Indhira Cc: Mitre-Ramirez, Norma Subject: Richards, Watson and Gershon Agreement #A-2004-233 Indhira, I received insurance for Richards, Watson and Gershon Agreement #A-2004-233. My database says, "need agreement". That agreement went to Council on 10/18/04 and we never received an original agreement. Do you have one that you can send me? Thank you, Sandra Amici City Clerk's Office 1 COTC PROCESSING FORM AGREEMENTS AND AMENDMENTS 7m? S::? I 7 M\ 8: Sit TO: CLERK OF THE COUNCIL OFFICE dJ() elT!' "::\DJ .:::y\ FROM: DEPT. ('h{ ftf/vvflffit LA \.'l Lt. MAI~-::;\ToP: W :L PROJECT MANAGER: ,TiJrJ/1ila ba')nOll EXT 5)/i :1!'~:It~jjY~Wjtlj~::~f:(~~~imi.~IlM~ij~:~i!~~J!_ijii~i!)ff!i~i~".tlj11t$\~~:J~:~~; AGREEMENT NUMBER (if amendment): A I N 'ZOJ'-( -'2- 3 2- AMENDMENT NUMBER (if applicable): D 1 ST D 2ND D 3RD D KicAj{vJ) , IJ:J 5&1 T n{J/J0u'f} , NAME OF CONSULTANT: COUNCIL APPROVAL DATE: DOVER $25,000' (A) D UNDER $25,000' (N) Jo/ / r jrHJo l/ ITEM#: de; Ie f I AMOUNT: TERM OF AGREEMENT- EFFECTIVE DATE: TERMINATION DATE: SIGNATURES REQUIRED: D VENDOR D CITY ATTORNEY D AGENCY D OTHER (INSURANCE APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC) INSURANCE REQUIRED: 'E:!VES D NO (Provide City Attorney Office approval) COMMENTS: Q AUTO \Xl' PROFESSIONAL LIABILITY ~~ r4d~d D CGL (Commercial General Liability) D WORKERS COMPENSATION FOR CLERK OFFICE USE ONLY: o PROCESS 0 DO NOT PROCESS 0 MISSING CONTACT/PROJECT MANAGER INFORMATION 0 MISSING SIGNATURES 0 NEEDS COUNCIL APPROVAL 0 OTHER ADDITIONAL REMARKS: - . Charter amendment effective December 21, 2006 for City Manager contract authority increase. - ~vo ~~~ 3 ---- - __ ----- ~ ® DATE (MM/DD/YYYY) ACORU CERTIFICATE OF LIABILITY INSURANCE_ _ _ I~/__________ _ ___ 09/08/2009 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Marsh Risk & Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License #0437153 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 777 South Figueroa Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Los Angeles, CA 90017 502512-FINPR-E&0-08-09 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: LIDydS Of LDndon & Other Carri®rS Richards, Watson & Gershon 355 South Grand Avenue INSURER B: 40th FIOOr INSURER C: Los Angeles, CA 90071-3101 INSURER D: INSr URER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED 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, 7HE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS ADO~I{ TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY E%PIRATION ' LIMITS LTR INSR DATE (MM/OD/VYYY) DATE (MMIDDM YV) GENERAL LIABILITY EA H O GURREN E ~ COIdMERCIAL CEN~nAL LIArsIL;T'! DAMAGE TO RENTED-- PREMISES~e occcrrance I ~ $ CLAIMS MADE ^ OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER PRO PRODUCTS -COMP/OP AG POLICY LOC JECT AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS I HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) I- PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ~ $ ANY AUTO OTHER THAN EA A AUTO ONLY: $ AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ I OCCUR ~ CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ I ~ RETENTION $ _- WORKERS COMPENSATION ANp ' I WC STATU- OTH• !TORYLIM __ EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN __ .L. EACH ACCIDENT __ OFFICER/MEMBER EXCLUUEU? j - A~ ~ u .L. DISEASE - EA EMPLOYE P ~ (Mandatory in NH) If yes, describe under .L. DISEASE -POLICY LIMIT $ SPECIAL PROVISIONS below OTHER A Lawyers Professional Liability B05090F054409 & 09/08/2009 09/08/2010 Limit of Liability 15,000,000 A EGN 721261/01/2009 09/08/2009 09/08/2010 Claims Made Policy DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS pR T OR J se Sandov _ i ta.nt C~ Attorney CERTIFICATE HOLDER LOS-000867269-16 CANCELLATION CITY OF SANTA ANA OFFICE OF THE CITY ATTORNEY TWENTY CIVIC CENTER PLAZA SANTA ANA, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Karen Chan ACORD 25 (2009/01) ©1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD