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HomeMy WebLinkAbout25A - AGMT - LEGAL SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 20, 2015 TITLE: AGREEMENTS FOR SPECIAL LEGAL COUNSEL SERVICES WITH ALVAREZ - GLASMAN & COLVIN; HAIGHT BROWN & BONESTEEL, LLP., ATKINSON, ANDELSON, LOYA, RUUD & ROMO, APLC., AND FERGUSON, PRAET, AND SHERMAN, APLC. {STRATEGIC PLAN NO. 7, 3 I CITY MANAGER IJ CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager and the Clerk of the Council to execute an agreement with Alvarez - Glasman & Colvin, subject to non - substantive changes approved by the City Manager and City Attorney, for legal services at the specified rates; 2. Authorize the City Manager and the Clerk of the Council to execute an agreement with Haight Brown & Bonesteel, LLP, subject to non - substantive changes approved by the City Manager and City Attorney, for legal services at the specified rates, for a three year period beginning October 20, 2015; 3. Authorize the City Manager and the Clerk of Council to execute an agreement with Atkinson, Andelson, Loya, Ruud & Romo, APLC, subject to non - substantive changes approved by the City Manager and City Attorney, for legal services at the specified rates for a three year period beginning October 20, 2015; and 4. Authorize the City Manager and the Clerk of Council to execute an agreement with Ferguson, Praet & Sherman, APLC, subject to non - substantive changes approved by the City Manager and the City Attorney, for legal services at the specified rates for a three year period beginning October 20, 2015. DISCUSSION The law firm of Alvarez- Glasman & Colvin shall provide special legal counsel services to the City in the matter of 1901 First Street Owner LLC v. Tustin Unified School District, Orange County Superior Court Case No. 30- 2015 - 00803234 and any and all related actions. The law firm shall provide service at a rate of $285 per hour for partners, $250 per hour for senior associates, and $220 per hour for all other associates. 25A -1 RFCA for Legal Services Agreements October 20, 2015 Page 2 The law firm of Haight Brown & Bonesteel, LLP shall provide special legal counsel services to the City to act as conflict counsel on cases when needed. The law firm shall provide service at a rate of $225 per hour for attorneys and $125 per hour for paralegals. Conflict counsel is utilized in matters where an employee and the City cannot be represented by the same attorney due to a conflict of interest. The law firm of Atkinson, Andelson, Loya, Ruud & Romo, APLC shall conduct personnel investigations as needed. The law firm shall provide services at a rate of $310 per hour for attorneys with travel time billed at $150 an hour. Paralegal services will be billed at a rate of $150 an hour and transcription services by support staff will be billed at $60 an hour. The law firm of Ferguson, Praet & Sherman, APLC has been providing legal services to the City since early 2015 and is currently handling the City's defense in four employment matters. The City wishes to continue utilizing the services of this firm for tort defense in employment cases. The law firm shall provide service at a rate of $215 for attorneys. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal # 7 (Team Santa Ana), Objective #3 (improve communication between all levels of the organization), Strategy B (promote fairness and trust to ensure organizational behavior is consistent with City values). FISCAL IMPACT The tort defense services would be paid out of the Personnel Department's Risk Management Liability Fund Account (account no. 08009051 — 62300). The funds for these Agreements are not utilized until matters are assigned to special counsel. Funds expended under these Agreements are monitored by the City Attorney's Office, the Finance Department, and Risk Management through the review of invoices and setting the reserves associated with each matter. Sonia R. Carvalho City Attorney Francisco Gutierrez Executive Director Finance & Management Services Agency EXHIBITS: 1. Agreement with Alvarez, Glassman & Colvin. 2. Agreement with Haight, Bonesteel & Brown, LLP 3. Agreement with Atkinson, Andelson, Loya, Ruud & Romo, APLC. 4. Agreement with Ferguson, Praet & Sherman, APLC. 25A -2 Exhibit I SPECIAL LEGAL CQUNSF L SERVICES AGREEMENT This AGREEMENT, made and entered into this day of October, 2015, by and between Alvarez- Glasman & Colvin ( "Attorneys "), and th& rty of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California RECITALS A. 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, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the £ield of municipal litigation, and desire to undertake said services. NOW TBEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter sot 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 a lawsuit filed against the City entitled 1901 First Street Owner, LLC v. Tustin Unified School District, and any and all related actions (the "Action(s) "). Attorneys accept said retention and agree to perform, in a timely and efficient marmer, 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 services for the foregoing Action, compensation at the rate of $285 an hour for partners, $250 for senior associates, and $220 for all other associates,' Time will be billed in 1 /10th of an hour increments. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Any costs ill 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 PA NT 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). 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 25A -3 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 tc City Attomey 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, Director of Personnel, 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 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, Pro -trial report 90 days before trial; 6. TERM The terin of this Agreement shall commence on the date first written above and terminate upon final resolution of the above- roferenced Actions, unless terminated earlier pursuant to Section 13 below, The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 7. ME-PENDENT 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. S. 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 hamiless 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. CONPIDENTIAIM 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 agree 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 25A -4 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 (6)' 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 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) 6476956 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: Arnold M. Alvarez- Glasman, Esq. Noel Tapia, Esq, Christopher G. Cardinale, Esq. ALVAREZ- GLASMAN & COL�IN 13181 Crossroads Pkwy, North Suite 400 — West Tower City of Industry, California 91.746 Facsimile: (562) 692 -2244 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 telefaosimile, 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. 25A -5 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 maybe terminated by City at any time. In such event, Attorneys sliall 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. ARBITRATION By initialing this arbitration provision, Client and Attorney are agreeing to have any and all disputes (except where Client may request arbitration of a fee dispute by the State Bar or local bar association as provided by California Business & Professions Code Section 6200, et seq.), that arise out of, or relate to this Agreement, including but not limited to claims of negligence or malpractice arising out of or relating to the legal services provided by Attorney to Client, decided only by binding arbitration in accordance with the rules of JAMS and not by court action, except as provided by California law for judicial review of arbitration proceedings. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Attorney and Client shall each have the right of discovery in connection with any arbitration proceeding in accordance with California Code of Civil Procedure Section 1283.05. In agreeing to this arbitration provision, ATTORNEY AND CLIENT ARE SPECIFICALLY GIVING UP: (1) ALL RIGIiTS ATTORNEY AND CLIENT MAY POSSESS TO HAVE SUCH DISPUTES DECIDED IN A COURT OR JURY TRIAL; AND, 25A -6 (II)ALL JUDICIAL RIGHTS, ]INCLUDING THE RIGHT TO APPEAL FROM THE DECISION OF THE ARBITRATOR (S). IF EITHER ATTORNEY OR CLIENT SHOULD REFUSE TO SUBMIT TO ARBITRATION, EITHER ATTORNEY OR CLIENT MAY BE COMPELLED TO ARBITRATE UNDER CALIFORNIA LAW. ATTORNEY AND CLIENT ACKNOWLEDGE THE ABOVE, AND THAT THIS MUTUAL AGREEMENT FOR BINDING ARBITRATION IS VOLUNTARY. By initialing below, Client confirms that Client has read and understands this provision and voluntarily agrees to binding arbitration, In doing so, Client voluntarily gives up important constitutional rights to trial by judge or jury, as well as rights to appeal, Client is advised that Client has the right to have independent counsel review this arbitration provision, and this entire Agreement, prior to initialing this provision or signing tl is Agreement. (Client Initial Here) (Art rney Initial Here) ARBITRATION NOTICE TO CLIENT IF THE ARBITRATION CLAUSE IN THIS AGREEMENT HAS BEEN INITIALED, CLIENT IS AGREEING TO HAVE ISSUES INCLUDING MALPRACTICE DECIDED BY BINDING ARBITRATION, AND CLIENT IS GIVING UP CLIENT'S RIGHT TO A COURT OR JURY TRIAL FOR SUCH DISPUTES. 17, SEVERABILITY IN EVENT OF PARTIAL INVALIDITY If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. 18. MODIFICATION BY SUBSEOUENT AGREEMENT This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by bath of them or an oral agreement only to the extent that the parties carry it. out, 19. EFFECTIVE DATE This Agreement will govern all legal services performed by Attorney on,behalf of Client commencing with the date Attorney first performed services, The date at the end of this Agreement is for reference only. Even if this Agreement does not take effect, Client will be obligated to pay Attorney the reasonable value of any services Attorney may have performed for Client. 20. AUTH(&ITY TO SIGN Each person signing this Agreement below represents and warrants that he /she has the authority to execute this Agreement on behalf of the party on behalf of which he /she signs. 21, 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 affirm that It is an 25A -7 equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 22. 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. 23. 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 fart, held by the signatory or is withdrawn. 24. EXECUTION OF AGREEMENT BY FACSI ILE OR COUNTERPARTS 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 forre and effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar David Cavazos Clerk of the Council City Manager APPROVED AS TO FORM: TIM LAW FIRM OF ALVAREZ- SONIA R. CARVALHO GLASMAN & COLVIN City Attorney By: By. .. .____ Ryan Hodge Name: Arno d M. Al arez- Glasman Assistant City Attorney Title: Managin Partner Tax ID No, 5-3qq g5y 7 25A -8 equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 22. 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. 23. 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 terns 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. 24. EXECUTION OF AGREEMENT BY FACSIMILE OR COUNTERPARTS 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO CITY OF SANTA ANA David Cavazos City Manager THE LAW FIRM OF ALVAREZ- GLASMAN & COLVIN By: _ Name: Arnold M. Alvarez- Glasman Title: Managing Partner Tax ID No. 25A -9 25A -10 Exhibit 2 SPECIAL LEGAL COUNSEI SERVICES AGREEMENT This AGREEMENT, made and entered into this 20th day of October, 2015, by and between Haight Brown & Bonesteel, UP ( "Attorneys "), and the City of Santa Ana, a charter city and municipal corporation drily organized and existing under the constitution and laws of the State of California ("City"), RECITALS A. 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, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation, specifically, defending Cities and its employees in tort cases, 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, as needed, 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. 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 services for the foregoing Action, compensation at the rate of $225 an hoar for all attorneys and $125 an hour for paralegal work. Time will be billed in I /10th of an hour increments. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. 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. 1 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). Invoices should be sent to: Senior Assistant City Attorney, Laura A. Rossini, City of Santa Ana, City Attorney's Office, 20 Civic Center Plaza, M29, Post Office Box 1988, Santa Ana, CA 92702. 25A -11 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 firrther 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. a. Attorneys agree to keep the City Attorney, Director of Personnel, 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 summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: (1) 45 day initial evaluation of case and budget; and (2) Pre -trial report 90 days before trial. b. In cases where Attorneys are acting as conflict counsel, the City Attorney and Attorneys will outline reporting parameters in writing at the time the case is assigned. 0. TERM The term of this Agreement shall commence on the date first written above and terminate in three (3) years on October 20, 2018, unless terminated earlier pursuant to Section 13 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 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 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. 91 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. 2 25A -12 10. 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 agree 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 (c) 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 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: Kevin Osterberg, Esq. HAIGHT BROWN & BONESTF,F1, LLP 3750 University Ave., Suite 560 Riverside, California 92501 Facsimile: (951) 341 -8309 And 25A -13 S. Christian Stouder, Managing Partner 14AIGFIT BROWN & BONESTFEL, LLP 555 South Flower Street Forty -Fifth Floor Los Angeles, Ca. 90071 Facsimile: (213) 542 -8100 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 offective 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 ANI) 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, hr 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. 4 25A -14 16. 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 affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local haws 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 patties to each of the tenns 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. [This space intentionally left blank] E 25A -15 1 J. COUN "1'ERPARTS, 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. IN WITNESS WI- IEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar David Cavazos Clerk of the Council City Manager APPROVED AS TO FORM: HAIGHT, BROWN & BONESTEEL, LLP SONIA R. CARVALHO City Attorney By; By:_ I,atua. A. Rossini Kevin T/stczrhemrgasc,.7� Senior Assistant City Attorney Partner Wax ID No. 95- 1607271 6 25A -16 Exhibit 3 LIMITED LEGAL SERVICES AGREEMENT This limited legal services agreement ( "Agreement') is made and entered into this 20th day of October, 2015, by and between Atkinson, Andelson, Loya, Ruud & Romo, a Professional Law Corporation ( "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„). RECITALS A. City desires to employ Attorneys to assist the in -house attorneys for the City ( "City Attorney ") in the provision of legal and personnel investigation 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 field of public employment law and conducting personnel investigations. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the teens and conditions hereinafter set forth, the parties agree as follows: I. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney as needed with conducting personnel investigations. 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. 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 services for the foregoing Actions, compensation at the rate of $310 an hour for all attorneys and not to exceed $150 an hour for necessary travel time. Time will be billed in 1 /10th of an hour increments, If a paralegal is utilized, the paralegal hourly rate shall be $150 an hour. If City requests that Attorneys support staff transcribe recorded interviews of witnesses, then Attorneys shall bill the support staff at $60 per hour for these transcription services. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out-of- pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, set-vice of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. 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). 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 13457441 0I 2 5A -1 7 i ias7aai.i 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 under this Agreement. 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. LIMITATION ON LEGAL SERVICES The scope of this representation is limited. Attorneys will make factual findings, utilizing Attorneys' legal skills, knowledge, and experience in so doing. Attorneys will not render a legal deternvnation whether there was unlawful discrimination, harassment, violation of public policy, or a violation of any other law or statute for investigations under this Agreement. The City Attorney will advise the City with respect to issues of attorney- client privilege, scope of privilege, waiver, and work product in connection with services provided under this Agreement. The City and Attorneys intend that Attorneys' investigations will be covered by the attorney- client privilege and attorney -work product privilege to the extent legally permitted, although Attorneys understand that the City may choose to waive the privilege in the future. The City specifically gives its informed consent to a limited scope engagement and understands that it may seek independent legal advice concerning the proposed limited scope engagement if it wishes. 6. CITY COOPERATION City agrees to make available the witnesses and documents requested by Attorneys to permit Attorneys to perform this independent investigation. The City will designate an employee as the primary point of contact for the City for each investigation performed under this Agreement. This will include arranging access to witnesses and documents and arranging a location for interviews. 7. NO GUARANTEES It is understood that there is no guarantee or assurance that any particular result will be reached in any investigation conducted under this Agreement. 8. REPORTING REQUIREMENTS Unless otherwise directed, Attorneys will provide a written report to the City Attorney for each investigation conducted under this Agreement. Upon the conclusion of any investigation, at the City Attorney's request, the Attorneys may also provide, in a privileged document separate from the report, recommendations to assist in resolution of any or all substantiated findings. 9. TERM The term of this Agreement shall commence on the date first written above and terminate three (3) years thereafter, unless terminated earlier pursuant to Section 19 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney. 10. 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. 1050854.1 2 5A 1 -18 11, 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 r•efitse 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. 12. 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 related to this Agreement. Since the purpose of the Attorneys' engagement is to assist the City in determining the facts related to internal personnel complaints, the City agrees to the following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys, its successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or non - performance of its obligations under this Agreement, unless an error or erroneous omission by Attorneys cause such darnage or loss. The City shall not indemnify Attorneys for any matter involving a claim by the City of professional negligence, or any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct outside the scope of its retention under this Agreement. This Agreement in no way limits the Attorneys' liability for professional malpractice under California Rule of Professional Conduct 3 -400. 13. RELATED POST - INVESTIGATION SERVICES If Attorneys are asked or required to prepare for and /or testify, including, without limitation, at deposition, trial, arbitration or any other proceeding, because of services rendered under this Agreement, if Attorneys must respond to subpoenas or discovery or otherwise respond or perform set-vices with respect to any matter relating to or arising out of the services performed for City, City agrees to pay Attorneys for all time expended (including preparation time) at Attorneys' then current regular hourly rate and to reimburse Attorneys for reasonable costs and expenses incurred, whether or not the investigation has been concluded. This includes reasonable costs of legal representation. Payment is due upon presentation of a bill for services, costs, and expenses. 14. CONFIDENTIALITY If Attorneys receive from the City information, which due to the mature 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 agree 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 Innformation" 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 13457441.1 5 25A-1 9 13457441.1 be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 15. 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. 16. 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 telefaesinrile 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: Irma Rodriguez Moisa, Senior Partner Atkinson, Andelson, Loya, Ruud & Rome, APC 12800 Center Court Drive, Suite 300 Cerritos, California 90703 Facsimile: (562) 653 -3333 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 deerned 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 facsimile, 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 tirne frames, weekends, federal, state, County or City holidays shall be excluded. 17. 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 terns 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 006085,00005 4 1145744 1 .1 2 5A -20 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. 18. 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. 19. ARBITRATION The parties agree that all disputes that arise between the City and Attorneys, whether financial or otherwise regarding the attorney - client relationship, shall be resolved by binding arbitration. The parties agree to waive their right to a jury trial and to an appeal. 20. 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. 21. 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 affirm that it is an equal opportunity employer and shall comply with all applicable federal, state, and local laws and regulations. 22. 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 firrther agree that Orange County, California, shall be the venire for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 23. 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. 006085.00005 [25A -21 1=457�IM11.1 3 LI 24. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVAU10 City Attorney Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA David Cavazos City Manager ATICINSON, ANDELSON, LOYA, RUUD & ROMO, APC. By: Name: Title: Partner 'Fax ID No. 006083.00005 6 13457441.1 25A -22 Exhibit .4 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this 20th day of October, 2015, by and between Ferguson, Praet & Sherman., a California Professional Corporation ( "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 "). RECITALS 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 field of law and employment law defense 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 City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney in litigation services to defend the City in labor and employment law cases and/or in administrative hearings including the City's Personnel Board as requested by the City Attorney to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confine 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 Rill for all of said services in regard to each such action, compensation at the rate of $215 an hour. B. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out-of- pocket expenses, including but not limited to, mileage, expert: witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties Linder this Agreement. 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). 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 25A -23 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, Director of Personnel, and anyone other person(s) designated by the City informed of significant events in the litigation, 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 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 three (3) years fiom said comninencement date, unless terminated earlier pursuant to Section 13 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 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 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 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 Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 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 infonnation except in the performance of this Agreement, and further agree 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 25 2 -24 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, 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 telef'acsimile 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: Bruce D. Praet, Esq. FERGUSON, PRAET & SHERMAN 1631 East 18`x' Street Santa Ana, California 92705 -7101 Facsimile: (714) 953 -1143 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 25A -25 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 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. 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, 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 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 substitution of the new counsel as counsel of record in any litigation in which Attorneys may be involved. 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 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 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 25 4 -26 action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. 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. 17. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �Talu� Laura A. Rossini Senior Assistant City Attorney David Cavazos City Manager FERGUSON, PRAET & SHERMAN By: Name: Bruce D. Pract Title: Partner Tax ID No. 25A -27 25A -28