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HomeMy WebLinkAboutContracts & Agreements_185A-2018Professional Services Agreement I. PARTIES AND DATE. This Professional Services Agreement ("Agreement") for legal services is made and entered into on October 9, 2018, by and between the City of Redlands ("City") and Milligan, Beswick, Levine & Knox, LLP ("Attorney") 2 SERVICES 2 1 Scope of Services City hereby hires Attorney to provide legal services ("Services") as requested from time to time by City Attorney will provide the requested Services in a manner reasonably required to represent City Attorney will take reasonable steps to keep City informed of progress and to respond to City's inquiries. 2 2 Assistance City agrees to provide all information and documents within City's possession necessary for Attorney to perform his obligations under this Agreement 2 3 Rate. (a) Attorney shall be paid at the rate of two hundred twenty five dollars ($225) per hour for the Services City or Attorney may initiate consideration of a rate increase or decrease. Such a rate increase or decrease may be approved or denied by City or Attorney, respectfully, in their sole and absolute discretion. Such rate increase or decrease shall be evidenced by execution of a written amendment to this Agreement (b) The time charged for the Services will include the time Attorney spends on telephone calls or electronic mail relating to City's matter, including calls and electronic mail with and to City, witnesses, opposing counsel or court personnel. Attorney will charge for waiting time in court and elsewhere and for travel time, both local and out of town However, if Attorney charges for travel time, Attorney will not charge City for mileage or parking costs Time is charged in minimum units of one-tenth (0.10) of an hour 2.4. Costs and Other Charges (a) Attorney will incur various costs and expenses in performing Services under this Agreement. City agrees to pay for all costs, disbursements and expenses in addition to the hourly fees The costs and expenses commonly include, service of process charges, filing fees, court and deposition reporters' fees, jury fees, notary fees, deposition costs, long distance telephone charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, consultants' fees, expert witness, professional, mediator, arbitrator and/or special master fees and other similar items. All costs will be charged at Attorney's costs (b) Experts, Consultants and Investigators To aid in the preparation or presentation of City's case, it may become necessary to hire expert witnesses, consultants or investigators City agrees to pay such fees and charges Attorney will select any expert witnesses, consultants or investigators to be hired, with prior City approval (c) Additionally, City understands that if any matter proceeds to court action or arbitration, City may be required to pay fees and/or costs to other parties in the action Any such payment will be entirely the responsibility of City 2 5 Billing Statements Attorney will send City monthly statements for fees and costs incurred for the prior month's Services Each statement will be payable within thirty (30) days of its mailing date The statements shall include the amount, rate, basis of calculation or other method of determination of the fees and costs, which costs will be clearly identified by item and amount 2 6 Discharge and Withdrawal. City may discharge Attorney at anytime Attorney may withdraw with City's consent or for good cause. Good cause includes City's breach of this Agreement, City's refusal to cooperate or to follow Attorney's advice on a material matter or any fact or circumstance that would render Attorney's continuing representation unlawful or unethical When Attorney's Services conclude, all unpaid charges will immediately become due and payable After Services conclude, Attorney will, upon City's request, deliver City's file, and property in Attorney's possession, whether or not City has paid for all Services 3. OTHER TERMS 3 1 Indemnity Attorney shall defend, indemnify and hold harmless City, and its elected and appointed officials, officers and employees from and against any and all losses, claims, liabilities, expenses, or demands arising out of any negligent act or omission, or willful misconduct, of Attorney in connection with the performance of Services pursuant to this Agreement 3 2 Insurance. Attorney will maintain Professional Liability Insurance of one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) aggregate. 3 3 Independent Contractor Attorney shall perform all Services contemplated under this Agreement as an independent contractor to City and shall remain, at all times as to City, a wholly independent contractor with only such obligations as are required under this Agreement Neither City, nor any of its employees, shall have any control over the manner, mode or means by which Attorney renders the Services, except as otherwise set forth herein 3 4 Entire Agreement. This Agreement contains the entire agreement between City and Attorney with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements 3 5 Governing Law. This Agreement shall be governed by the laws of the State of California Venue shall be in the Superior Court of the State of California, County of San Bernardino, San Bernardino District. 3.6 Amendment, Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by City and Attorney 3 7 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise 3.8 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original 3 9 Delivery of Notices All notices permitted or required under this Agreement shall be given at the following address, or at such other address provided in writing for this purpose City Daniel J McHugh, City Attorney City of Redlands P O Box 3005 (by mail) 35 Cajon Street, Suite 200 (by personal delivery) Redlands, CA 92373-1505 Attorney - Michael Reiter Milligan, Beswick, Levine & Knox, LLP 1447 Ford St 9201 Redlands, CA 92374 Such notices shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U S Mail, first class postage prepaid and addressed to the party at its applicable address Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service Paul W Fos er, Mayor ie & Knox,