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HomeMy WebLinkAboutREED & DAVIDSON, LLP 1 - 2011INSUR?.P:uL UN FILE N-2011-039 WOR;, ,.-iy PROCEED UN ?N URANCE EXPIRES L CLERK OF COUNCIL LEGAL SERVICES AGREEMENT DATE: M &PR 1 g 2011 C This AGREEMENT, made and entered into this 14`h day of April, 2011 by and between Reed & Davidson, 1-LP (hereinafter "Attorneys"), and the City of Santa Ana, a charter city organized and existing under the Constitution and laws of the State of California ("City") RECI`T'ALS A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of political and election law, 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 in transactional and litigation services related to a review of City's Utility Users Tax, and other legal issues when and as requested by said City Attorney to do so. Attorneys accept said employment and agree to perform, in 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. PAYMENT FOR SERVICES RENDERED. A. FEES City agrees to compensate Attorneys, and Attorneys 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 rate of $350 per hour for work performed by Attorneys, and a rate ranging from $85 to $140 per hour for paralegals and other support staff. The total sum to be expended pursuant to this Agreement shall not exceed $25,000.00. B. REMMURSENIENT FOR COSTS City agrees to reimburse Attorneys for out-of-pocket expenses including mileage authorized by the City Attorney in connection with the performance of duties under this Agreement. 3. METHOD OF PAYMENT Attorneys shall, by the 15`h day of each month, submit a statement, specifying the services performed, dates and number of hours, itemization of expenses related thereto. City shall pay within thirty (30) days of statement receipt, subject to City accounting process. 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. Both Attorneys and City agree to inform the other party promptly of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment 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. ATTORNEYS 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attorney 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 fails or refuses to produce and maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its 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, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful 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, Attorneys 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 care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the 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. 9. 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. City acknowledges that Attorneys represent a number of organizations. If Attorneys become aware of a conflict between the interests of the City and those of another client, Attorneys will notify the City of such potential conflict. 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 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: 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: Reed 8z Davidson, LLP 3699 Wilshire Boulevard, Suite 1290 Los Angeles, CA 900 1 0-273 2 Telephone (213) 624-6200 Facsimile (213) 623-1692 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. 11. 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 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 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. 13. TERMINATION This Agreement may be terminated by City at any time. In such event, Attomeys 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 reasonable notice to avoid prejudice to City's legal rights. 14. DISCRIMINATION Attorneys 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. Attorneys afFirni 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 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. 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 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: MARIA D. HL'IZAR Clerk of the Council APP)?OVED AS T05=c(? M-c-'`--?'??` [/f` J s h Str a erun City Attorney CITY OF SANTA ANA DA N. AM City Manager RE D 8c N, P D E P er 4. REED S. DA?/I DSO N, LLP ATTORNEYS AT LAW DANA W. REED 3699 WILSNIRE BOULEVARD TE LEPRONE (2131 629-6200 CARP OAVI?SON FACSIMILE f2131 623-1692 STVART L. LEVITON SVITE 1290 FLORA S. YIN LOS ANGELES, CALIFORNIA 90010-2732 DANIEL K, AB RAMSON WW W.ROLITIGA ILA W.GOM COVNSEL OARRYL R. WOLO' B RAOLEY W. MERT2 JERRY MARGARET SIMMONS AL50 ADMITTED IN THE BISTRICT OF COLV MBIA April 1 1, 201 1 Mr. David N. Ream, City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Re: Retention of Reed 8c Davidson, LLP Dear Mr. Ream: Thank you for asking Reed 8c Davidson to perform legal services on behalf of the City of Santa Ana. The purpose of this letter is to outline the nature of the services we will provide and our fees. Under this agreement, we will provide general legal advice regarding political and election law. Initially, we will review the City's Utility Users Tax. We will be available to provide additional oral or written advice upon request. We will provide the above services at our reduced hourly rate for government entities, which is currently $350 per hour for attorneys and ranges from $85 to $140 per hour for paralegals and other support staff. We will also bill you for other expenses such as telephone, postage, photocopies, facsimiles and courier charges. We will submit bills on a monthly basis and expect to receive payment within 30 days. As you know, Reed 8r Davidson, LLP specializes in election and political law and represents a large number of organizations and individuals involved in the political process, including a wide variety of political interests. From time to time, we may represent the political interests of persons with whom you may not agree. We do not consider those conflicting political interests, however, to be conflicting legal interests subject to the prohibitions and requirements for disclosure by the Rules of Professional Conduct applicable to California attorneys. If we become aware of a conflict between your interests and those of another client, we will notify you as soon as we become aware of the conflict. In addition, we agree to keep confidential any confidential information you provide, and we will not share any confidential information we have obtained in representing other clients. You may cancel this agreement at any time, with or without cause, and we will be entitled to receive only those fees earned or costs incurred as of the termination date. We reserve the right Mr. David N. Ream, City Manager City of Santa Ana April 11, 2011 Page 2 to terminate our representation, with or without cause, so long as we provide reasonable notice that would avoid prejudice to your legal rights. Our attorney-client relationship will be considered terminated if more than 12 months have elapsed from the last time you requested and we furnished any billable services to you. If you later retain us to perform further or additional services, our attorney-client relationship will be revived, subject to these and any supplemental terms of engagement. If the terms of this letter meet with your approval, please sign and date below, where indicated, and return a copy to our office. We look forward to working with you. Please do not hesitate to contact us if we may provide any further information. Si cejr?ly' anavi W. Reed To: Reed 8c Davidson, LLP I/We have read and understand the foregoing letter consisting of two (2) pages. On behalf of the City of Santa Ana, I/We consent to your firm's representation on the terms and conditions stated in this letter. CITY OF SANTA ANA Date By: David N. Ream, City Manager ?Rb® CERTIFICATE OF LIABILITY INSURANCE OP IDYL °"1EjMWpO"?" REED&-3 06/17/10 vgow,csw THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Narvar Associates, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 641 w. Lae Tunas Drive HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Po Hox 1509 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Gabriel CA 91776 Phones 626-943-2200 Pax: 626-299-1010 INSURERS AFFORDING COVERAGE NAIC # wEYRED N3vRER w. New York Marina ? Gan. 16605 INEVRER B: Raed & Davidson LLP Ana 9lmaonova WsYRER C. 3699 Wilahi ra Hlvd, Suites 1290 LOa Angeles CA 9D010 mspweR D: INEVRER E: THE POUCIEB OF INSVR/WCE u6TED BELOW HNVE BEEN IEEVED TD THE IN6WED NAMEO.VOVF iOR THE POLICY PERIOD INDICATED. NOTN'ITNETAN°iN0 ANY wEO WREMENT. TERM OR LONDITON OF MIV CONTRACT OR OTHER OOCVMENI 1MTN RESPELL lO VMILM TW8 CERTIFIUTE LMY BE 193 VEO OR LNY PERTNN. ME INE W wNLE AFFORpEp BV THE POUCIE6 OE6CgIBEO HEREIN IB 8 VBJECT TO.LLL THE IERMF E%4V BION9 AN° COHDITOHB OF 8 VCN OLILIEE AOGREOATE uW iE ENOYNI IMV NwVE BEEN qE WCE° BY PN° C WM3. 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