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HomeMy WebLinkAboutContracts & Agreements_38A-2015 CITY OF REDLANDS LEGAL SERVICES AGREEMENT WITH SILVER & WRIGHT LLP 1 CAPTION 1 1 This agreement ("Agreement") is effective as of March 4, 2015 ("Effective Date"), by and between the City of Redlands ("City"), a California municipal corporation, and Silver & Wright LLP ("S&W"), a California limited liability partnership engaged in the practice of law in the State of California 2 RECITALs 21 The City wishes to engage S&W to perform receivership litigation legal services, on an as assigned basis, seeking the appointment of a receiver over substantially dangerous parcels of real property located within the City in order to rehabilitate those nuisance properties and protect the health and safety of the community S&W will also be available to perform other code enforcement legal services on an as needed basis for the City as well 2 2 S&W wishes to provide all such services and has the necessary experience, expertise, and competency to provide such services Upon the appointment of a receiver, S&W will endeavor to recover all of the City's costs, expenses, and fees incurred regarding the receivership property out of the receivership estate itself, including all attorneys' fees, litigation costs, and even the City's administrative and law enforcement expenses S&W has extensive experience successfully rehabilitating substantially dangerous nuisance properties and recovering 100% of cities' costs incurred initiating receivership actions 3 TERMS 3 1 Scope of Services S&W shall serve as special legal counsel to the City, and shall provide legal advice, support, and representation on all receivership and code enforcement matters as assigned by City staff 3 2 Compensation S&W shall only bill the City for legal services at the blended rate of$193 per houi for attorneys and $117 per hour for paralegals and law clerks S&W will keep track of all billing entries on a daily basis with accurate descriptions of the legal services provided S&W will charge in increments of one tenth of an houi, rounded up to the nearest one tenth of an hour for each particular activity S&W does not use inflated minimum billing increments for particular activities, and will only bill for the actual time spent working on the City's matters S&W's rates will automatically increase by three percent every year beginning January 1, 2016 to offset rising legal costs — 1of4— 3 3 Cost Reimbursement The City shall reimburse S&W for all costs and expenses incurred by S&W in providing legal services under this Agreement, including court fees, process server fees, courier and messenger fees, postage expenses, property title research costs, litigation guaranty expenses, legal research costs, discovery and depositions costs, printing and document reproduction costs at 10¢ per page for black and white and 50¢ per page for color, travel, automobile mileage at the prevailing IRS rate, litigation costs, and other costs necessary for legal representation S&W will only charge for costs and expenses that are actually incurred, and only in the amount actually expended without markup 3 4 Billing S&W will submit monthly invoices to the City for the legal services provided under this Agreement S&W's invoices will include a breakdown of all legal fees and ZD costs with itemized descriptions The invoices shall be due and payable within 30 days of the invoice date 3 5 Performance of Services The services of S&W shall be performed expeditiously in light of the purposes of this Agreement S&W shall follow all procedures as established by the City consistent with its dunes S&W shall work cooperatively with City staff and shall keep them informed on all matters of importance as they arise 3 6 Independent Contractoi S&W shall perform all legal services required under this Agreement as an independent contractor of the City and shall remain a wholly independent contractor with only such obligations as are required under this Agreement Under no circumstances shall S&W, or any of its agents, be considered an employee of the City and under no circumstances shall any employment benefits inure to S&W or its agents 3 7 Responsibilities of Parties S&W will fully cooperate with the City and will keep the City and its staff informed of the status and progress of all pending matters and all legal matters of importance S&W will manage and control the delivery of all legal services described hereunder in a professional, competent, and cost-effective manner The City agrees to provide all information and documentation necessary for S&W to perform its obligations under this Agreement 3 S Insurance Throughout the duration of this Agreement, SW will maintain the following policies of insurance in full force and effect, paid foi at its own expense, with insurance companies licensed in the State of California, and shall provide proof of insurance upon demand 38 1 Professional Liability Insurance S&W shall carry professional liability errors and omissions insurance in the amount required by California Corporations Code section 16956(a)(2) S&W represents and warrants that its current professional liability insurance exceeds the amount required by law with limits of $1,000,000 pei occurrence and $2,000,000 in the aggregate 3 8 2 General Liability and Automobile Insurance S&W shall carry general liability and automobile insurance with the minimum coverage of $1,000,000 per occurrence and $1,000,000 in the aggregate S&W —2of4— represents and warrants that its current general liability and automobile insurance exceeds the amount required by law with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate 3 8 3 Workers' Comix nsation Insurance S&W has and will continue to carry workers' compensation insurance as required by the State of California S&W has and will continue to carry employer's liability insurance with a minimum coverage of$1,000,000 3 9 Term of Amement The term of this Agreement shall commence on the Effective Date set forth in this Agreement and shall continue in full force and effect until terminated as provided herein 3 10 Termination This Agreement shall continue until terminated by eithei party In the event of termination, the City shall pay S&W all outstanding fees and costs in accordance with this Agreement for all services provided and costs incurred through the date of termination The City agrees to execute, upon request, a stipulation in such form as to permit S&W to withdraw as attorneys of record in any legal action then pending S&W shall make available to the City, or to counsel designated by the City, all documents, records, and work-product related to the legal services provided to the City under this Agreement, and S&W shall assist in the orderly transition of all pending matters to the City's new counsel to the fullest extent possible S&W shall be entitled to compensation and reimbursement foi all time and expenses associated with the production of documents and transition of pending matters at the rates set forth herein 3 It Confidentiality The parties will endeavor to keep this Agreement confidential to the greatest extent permissible under the law This Agreement is exempt from disclosure under the Public Records Act pursuant to Government Code section 6254(k) and Business and Professions Code section 6149 3 12 Transfers Neither this Agreement, nor any interest, right, duty, or obligation herein, may be transferred, assigned, delegated, conveyed, hypothecated, or encumbered without the prior written approval of the parties 3 13 Governing Law This Agreement shall be governed and interpreted in accordance with the laws of the State of California 3 14 Leal Notices Notices relating to this Agreement must be in writing and sent to the physical addresses set forth below A party may change its address for notices by giving notice as required by this provision Written notice will be considered effective (a) the day it is personally delivered or actually received, (b) five business days after deposit with the United States Post Office as certified first-class mail with return receipt requested and postage prepaid, or (c) two business days after deposit with a reputable overnight delivery service for next business day delivery — 3of4— 3 14 1 City City of Redlands Attention Dan McHugh, City Attorney 35 Capon Street, Suite 200 Redlands, California 92373 3 14 2 S&W Curtis R Wright Silver&Wright LLP 3350 Shelby Street, Suite 250 Ontario, California 91764 315 Modification This Agreement can only be changed, modified, amended, supplemented, or rescinded in a separate writing signed by all parties 3 16 Waivers A waiver of any provision of this Agreement must be in writing Failure to insist upon strict performance of any provision, right, duty, or obligation in this Agreement is not a waiver of the right to future enforcement of that provision, right, duty, or obligation, nor any other provision, right, duty, or obligation 3 17 Severabilitv If any of the provisions of this Agreement are found to be unenforceable,those provisions shall be reformed to prevent the unenforceable result in a manner that best preserves the original intent of the provision to the fullest extent possible, and all other provisions of this Agreement shall remain in full force and effect 3 18 Integration This Agreement constitutes the final, complete, and exclusive expression of all the terms and provisions of the agreement between the parties This Agreement supersedes any previous agreements or negotiations between the parties, whether oral or written 3 19 Countem_ arts This Agreement may be signed in counterparts, each of which shall constitute an original CITY OF REDLANDS SILVER&WRIGHT LLP Paul W Foster, Mayor Curtis R Wright Partner Attest Sam41rw' � Clerk —4of4— 3 141 city City of Redlands Attention Dan McHugh, City Attorney 35 Capon Street, Suite 200 Redlands, California 92373 3 14 2 S&W Curtis R Wright Silver&Wright LLP 3350 Shelby Street, Suite 250 Ontario, California 91764 3 15 Modification This Agreement can only be changed, modified, amended, supplemented, or rescinded in a separate writing signed by all parties 3 1.6 Waivers A waiver of any provision of this Agreement must be in writing Failure to insist upon strict performance: of any provision, right, duty, or obligation in this Agreement is not a waiver of the right to future enforcement of that provision, right, duty, or obligation, nor any other provision, right,duty, or obligation 3 17 Severability_ If any of the provisions of this Agreement are found to be unenforceable, those provisions shall be reformed to prevent the unenforceable result in a manner that best preserves the original intent of the provision to the fullest extent possible, and all other provisions of this Agreement shall remain in full force and effect 318 Intei;ration This Agreement constitutes the final, complete, and exclusive expression of all the terms and provisions of the agreement between the parties This Agreement supersedes any previous agreements or negotiations between the parties, whether oral of written 3 19 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original CITY oFREDLANDS SILVER&WRIGHT LLP By �Ci ,W By Paul W Fostei, Mayoi urtis R Wright Partner Attest SarreIrw1 1 y Clerk —4of4—