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HomeMy WebLinkAboutContracts & Agreements_35-2017 AGREEMENT 13ETWEEN DISENHOUSE LAW APC AND THE CITY OF REDLANDS FOR SPECIAL COUNSEL SERVICES This agreement for special counsel services("Agreement") is entered into by and between the City of Redlands, hereinaftei referred to as the "City," and the law firm of Disenhouse Law APC, hereinafter referred to as "DL" and deemed effective as of March 1, 2017 ("Effective Date") City and DL are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, from time to time, the City receives Government claims alleging liability on the City's part, and is subsequently served with actions to enforce such alleged liability, and WHEREAS, DL is familiai with and competent in defending public agencies against Government claims and DL represents to the City that DL attorneys are approved to represent and to defend the City as required by law for actions filed against the City, NOW, THEREFORE, in consideration of the remuneration, hereinaftei set forth in Exhibit A,DL agrees to defend all claims or actions referred bythe City,arising from alleged liability of the City,on the following terms and conditions AGREEMENT 1 DL shall have the right to decline any action referred by the City DL shall deteriniine that it has no conflict of interest prior to accepting any action assigned by the City DL shall not accept actions that may include causes of action against the City It is understood that the contractual relationship of DL to the City is that of an independent defense attorney 2 Each action referred to DL by the City shall be submitted with the understanding that professional fees and costs shall be paid at the hourly rate of payment and reimbursement of costs shown on Exhibit A to this Agreement DL will prepare and submit an Invoice for Professional Services to the City on a monthly cycle with a separate invoice being prepared foi each individual matter 3 DL will provide to the City,upon request, copies of all receipts for all out-of- pocket expenses detailed on any invoice 4 DL shall work cooperatively with the City to resolve, in the best interests of the City, all claims and lawsuits filed against the City DL shall initiate contact with the City Attorney, or City Attorney's authorized designee, for the authority to recommend the settlement of any claim or any lawsuit assigned to it by the City to Agreement for Professional Services Page 1 the Redlands City Council DL shall make available, upon request by the City, the attorney handling the action foi which a settlement is proposed foi the purpose of appearing at the City Council closed session to answei questions pertaining thereto,thus facilitating the City Council's decision on the matter 5 DL is subject to all relevant requirements contained in the Health Insurance Portability and Accountability Act of 1996,(HIPAA),Public Law 104-91,enacted August 21, 1996, (the "Law"), and the law and regulations promulgated subsequent thereto DL shall cooperate with the City in implementation of all relevant regulations promulgated under the Law 6 The term of this Agi eement shall commence on its Effective Date and shall continue until terminated as set forth herein Any Party to this Agreement shall have the right to terminate this Agreement at any time by giving thirty (30) days' prior wi itten notice to the other Party Should any Party to this Agreement choose to terminate this Agreement, DL shall continue to provide legal services if so agreed to in writing by the City, and DL shall be compensated therefore on the same terms and conditions as hereinbefore set forth, until the conclusion of such action for any matters previously referred to DL (prtoi to the notice of termination) 7 Without limiting of diminishing DL's obligation to indemnify or hold the City harmless, DL shall procure and maintain of cause to be maintained at its sale cost and expenses, the following insurance coverage's dui rng the term of this Agreement A Workers' Compensation If DL has employees as defined by the State of California, DL shall maintain statutory Workers' Compensation Insurance as prescribed by the laws of the State of California The policy shall include Employers' Liability, including Occupational Disease, with limits not less than $1,000,000 per person per accident The policy shall be endorsed to waive subrogation in favor of the City B Commercial General Liability Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products and completed operations liability, personal and advertising injury,and cross liability coverage and employment practices liability, covering claims which may arise from of out ofDL's performance of its obligations hereunder The policy shall name the City and its elected and appointed officials, their respective officers, employees, agents and representatives as additional insured's The policy's limit of liability shall not be less than$1,000,000 per occurrence combined single limit If such insurance contains a general aggregate Agreementfor Professional Services Page 2 limit, it shall apply separately to this agreement of be no less than two(2) times the occurrencelimit C Vehicle Liability If vehicles of mobile equipment are used in the performance of DL's obligations under this Agreement, DL shall maintain liability insurance for all owned, non-owned or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit If such insurance contains a general aggregate limit, it shall apply separately to this Agreement of be no less than two (2) times the occurrence limit The Policy shall name the City and its elected and appointed officials, officers, employees, agents and representatives as additional i n s u i id's D Professional Liability Insurance DL shall maintain Professional Liability Insurance providing coverage foi DL's performance of work included within this Agreement,with a limit of liability of not less than $1,000,000 pei occurrence and $2,000,000 annual aggregate If DL' s Professional Liability Insurance is wi itten on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this Agreement and DL shall purchase at its sole expense either(i) an Extended Reporting Endorsement(also known as Tail Coverage), of (n) Prior Dates Coverage from new insurer with a retroactive date back to the date of, of prior to, the inception of this Agreement, or(iii) demonstrate through Certificates of Insurance that DL has maintained continuous coverage with the same or original insurei Coverage provided under the above-referenced items will continue for a pei rod of five (5) years beyond the term enation of this A g i e e m e n t E General Insurance Provisions-All Lies i Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an AM Best rating of not less than A VIII (A S)unless such requirements are waived, in writing, by the City If the City waives a requirement for a particular insurer, such waiver is only valid for that specific ensurer and only for one policy term 11 DL's insurance carriers must declare their insurance deductibles or self-insured retentions If such deductibles or self-insured retentions exceed $500,000 per occurrence, such deductibles and/or retentions shall have the prior written consent of the City before the commencement of operation under this Agreement Upon notifications of deductibles or self-insured retention's Agreement for Professional Services Page 3 unacceptable to the City, and at the election of the City,DL carriers shall either (i) reduce of eliminate such deductibles o€ self-insured retention's as respects this Agreement with the City, of (u)procure a bond which guarantees payment of losses and related investigations, claims administration and defense costs and expenses in DL shall cause DL's insurance canters to furnish the City with either (i)a properly executed of iginal Certificates of Insurance and certified of iginal copies of Endorsements effecting coverage as required herein, and (it) if requested to do so orally of in writing by the City, provide m iginal Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect Further, said Certificates and policies of insurance shall contain the covenant of the insurance carriers that thirty(30)days' pi for wi itten notice shall be given to the City prior to any material modification, cancellation, expiration of reduction in coverage of such insurance In the event of a material modification, cancellation,expiration of reduction in coverage,this Agreement shall terminate forthwith,unless the City receives,prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect iv It is understood and agreed to by the Parties and the insurance company, that the Certificates of Insurance and policies shall so covenant and shall be construed as primary insurance, and the City's insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory v If this Agreement, including any extensions thereof, exceeds five (5)years, the City reserves the right to adjust the types of insurance required under this Agreement and the monetary limits of liability for the insurance coverage's currently required Herein, if, in the City's reasonable judgment, the amount or type of insurance carried by DL has become inadequate vi DL shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement vii The insurance requirements contained in this Agreement may be Agreement for Professional Services Page 4 met with programs of self-insurance acceptable to the City viii DL agrees to notify the City of any claim by a third party of ally incident of event that may give rise to a claim at ising from the performance of this Agreement 8 Hold Harmless/Indemnification DL shall defend, indemnity and hold hatmless the City, its elected and appointed officials, officers, employees, gents and representatives from any liability whatsoever, based of asserted upon any services of DL, its officers, employees, subcontractors, agents of representatives arising out of or in any way relating to this Agreement, including but not limited to the property damage, bodily injury, or death, of any other element of any kind of nature whatsoevei , arising from the performance of DL, its officers, agents, employees,subcontractors,agents of representatives undei this Agreement With respect to any action of claim subject to indemnification herein by DL, DL shall, at its sole cost,have the right to use counsel of its own choice and shall have the i ight to adjust, settle of compromise any such action or claim without the prior consent of the City, provided, howevei,that any such adjustment, settlennent of compromise in no manner whatsoever limits or circumscribes DL's indemnification to the City as set forth herein DL's obligation hereu ndei shall be satisfied when DL has ptovided to the City, the appropriate form of dismissal relieving the City from any liability for the action or claim involved The specified insurance limits required in this Agreement shall in no way limited of circumscribe DL's obligations to indemnity and hold harmless the City herein from third party claims In the event there is conflict between this Section 7 and California Civil Code Section 2752, this Section 7 shall be interpreted to comply with Civil Code 2782 Such interpretation shall not relieve DL from indemnifying the City to the fullest.extent allowed by law 9 All notices shall be given in writing by personal delivery or by mail Notices sent by rnail shall be addressed as follows City City Attorney City of Redlands Post Office Box 3005 Redlands, California 92373 DL Disenhouse Law APC 3833 Tenth Street Riverside, California 92501 When so addressed, such notices shall be deemed given upon deposit in the United States Agreement for Professional Services Page 5 Mail. Changes may be made in the names and addresses of the person to who notices and payments are to be given by giving notice pursuant to this section. 10 This Agreement, including the Exhibit incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein,and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Any amendment to this Agreement shall be in writing, approved by City and signed by City and DL. I 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall,in addition to any costs and other relief,be entitled to the recovery of its reasonable attorney's fees, including fees for use of in-house counsel by a Party DISENHOUSE LAW APC �ruce E Disenhouse,President CITY OF REDLANDS Paul W Foster,Mayor Attest- Jc6Ae Donaldson, City Clerk Agreement for Professional Services Page 6 EXHIBIT A Foi use with the Apreernent for Profesvional Services 1 Professional Services [X] General Liability 2 HOili 1y Rate $180 Houi ly for Partner $170 Hourly foi Associates $110 HourlyforParalegals 3 Billing Cycle [ ] Quarterly [XI Monthly 4 Effective Date March 1 2017 5 Contact is for [XI Single case assignments 6 Firm Name DISENHOUSE LAW APC 3833 Tenth Street Riverside,California 92501 7 Costs and Reimbursable Expenses A Costs incurred by DL in connection with its representation of the City will be billed to the City on its monthly statement at the standard rates in effect at the time the expense is incurred As of the date of this Agreement, DL's standard rates are as follows Mileage $0 56 per mile, round trip Paper $0 20 per page including original, file copy and all required copies per Local Rules or California Code of Civil Procedure Fax $1 per(send and receive) Compact Disc $10 per disc DVD $25 per disc Postage By weight per USPS rates B Out-of-pocket expenses will be billed at the actual cost incurred by DL Examples of such expenses are Overnight Shipment By weight per carrier rates(Fed Ex, UPS etc) Parking Per facility charge Agreement for Professional Services Page 7 Court copy Pei court rates Jury fees $150 deposit and additional fees as calculated by Court at trial of mattei Transportation/ Per carne► charge(bus, Metrolink, airline, Travel rental cat, hotel etc) Filing fees Pet statute CourtCall Pei facility rates pet appearance Meals Pei establishment charges for DL attorneys and clients and only during trial of a matter C DL will submit any invoices it receives from vendors for services performed on behalf of the City and at the request of DL in its representation of the City,to the City and will be promptly paid directly to the vendor by the City DL will review the invoice foi accuracy and will contact the vendor and request corrections to any invoice DL believes to be incorrect Time spent reviewing and contacting the vendor, if necessary, will be provided to the City free of charge Costs associated with forwarding the vendor invoices (See 7(A) above)to the City for payment will be detailed in DL's monthly statements and will be paid by the City Examples of such vendors include but are not limited to Expert fees Pei expert's established fee schedule Attorney Services Pei their established rates Court Reporters Pei their established rates Investigators Pei then established rates Agreement for Professional Services Page 8