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HomeMy WebLinkAboutContracts & Agreements_145A-2014_CCv0001.pdf Agreement No. ATTORNEY SERVICES AGREEMENT This Attorney Services Agreement ("Agreement") is made and entered into in the County of San Bernardino County, State of California,by and between the City of Redlands, a municipal corporation("City"), and Telecom Law Firm, P.C. engaged in the practice of law in the County of San Bernardino County, California, ("Special Counsel"). WHEREAS, City desires to engage Special Counsel to represent City's interests and to provide legal advice and services to City in a variety of legal matters as determined by the City Attorney; and WHEREAS, Special Counsel represents that Special Counsel's personnel possess the skills, qualifications and experience necessary to properly perform such services. NOW,THEREFORE,City and Special Counsel hereby agree as follows: 1. Scope of Services a. Special Counsel is hereby retained as special counsel for City to perforin such transactional and regulatory legal services as may be required by the City Attorney related to wireless site issues and other issues within Special Counsel's areas of expertise and acceptable to Special Counsel. b. No litigation matters are contemplated under this Agreement. Any litigation matters shall require a separate written agreement between the City and Special Counsel. 2. Special Counsel Representative Special Counsel agrees that Jonathan L. Kramer, Esq. shall be Special Counsel's representative and shall be personally responsible for the performance and/or coordination of legal services by Jonathan Kramer's Associate Counsels and Of-Counsels under this Agreement. 3. Nonexclusive Services This Agreement shall not be interpreted to prevent or preclude Special Counsel from rendering any services for Special Counsel's own account or to any other person or entity as Special Counsel in its sole discretion shall determine. Special Counsel agrees that performing such services will not materially interfere with services to be performed for the City. 4. Direction and Coordination Special Counsel understands that the City Attorney or designee is responsible for I providing management and direction to Special Counsel. Special Counsel agrees to coordinate the services to be provided with the City Attorney to the extent required by the City Attorney, and such services shall be performed to the satisfaction of the City Attorney. 5. Place of Work Special Counsel shall perform the services provided for in this Agreement at any place or location and at such times as the Special Counsel shall determine. 6. Permits, Licenses, Certificates Special Counsel, at Special Counsel's sole expense, shall obtain and maintain during the term of this Agreement,all permits,licenses, and certificates required in connection with the performance of services under this Agreement, including a City business license. 7. City's Responsibilities City, through the City Attorney, will cooperate with Special Counsel and will furnish any required information and materials as expeditiously as necessary for the orderly progress of the services. The City Attorney is authorized to examine documents submitted by Special Counsel and to render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of Special Counsel's services. 8. Term of Agreement The term of this Agreement shall commence on July 23, 2014, and expire on June 30, 2015. 9. Termination of Agreement and Legal Services This Agreement may be terminated at any time by written notice from either party to the other with or without cause. In such event, all finished or unfinished documents, data and reports in Special Counsel's possession shall immediately be turned over to the City Attorney. In the event of such termination, Special Counsel shall be paid for all satisfactory services and costs unless such termination is made for cause, in which event compensation, if any, shall be adjusted by the parties hereto in light of the particular facts and circumstances involved in such termination. 10. Compensation and Reimbursement a. Compensation (1) City agrees to pay Special Counsel in an amount not to exceed $10,000 for services provided under this Agreement. (2) City agrees to pay for all services provided by attorneys and staff under this 2 Agreement at the following hourly rates (billed in 0.1 hour/6 minute units): Jonathan L. Kramer, Esq. $250 Associate Counsels/Of Counsels $210 Paralegals $ 90 (3) Special Counsel agrees that the above hourly rate includes reimbursement to Special Counsel of the expenses of any electronic research, postage,overnight express mail, ordinary and usual in-house copying costs, court fees, courier service, fax charges, telephone usage, general overhead or support services such as typing,word processing, secretarial time of any nature (normal,overflow or overtime), clerical work, equipment rental,calendaring, setting up files, and updating files. (4) Special Counsel will charge for travel time to and from Redlands at sixty percent of each person's hourly billing rate.. (5) The above hourly rate may be altered by a writing signed by the City Attorney and the Special Counsel. (6) The City Attorney may by a written instruction adding authorized attorneys and paralegals other than those named or identified in Section 14 to perform services at billing rates established by mutual consent. b. Reimbursement In addition to the compensation provided above, the City shall reimburse Special Counsel at cost plus four percent (4%). 11. Method of Payment a. Special Counsel agrees to submit monthly a statement of account which clearly sets forth by dates the designated items of services and respective time for each item for which the statement is submitted and the identity of the attorney performing the services. b. Special Counsel shall tender each invoice for payment to City of Redlands, Office of the City Attorney, 35 Cajon Street, Redlands, CA 92373. c. City shall timely pay Special Counsel for services rendered and costs incurred at the rates and in the amounts provided on a monthly basis in accordance with the statements as approved by the City Attorney, such approval not to be unreasonably withheld, conditioned or delayed. 3 12. Responsibility for Expenses Except as otherwise expressly provided in this Agreement, City shall not be responsible for expenses incurred by Special Counsel in performing services under this Agreement. All expenses incident to the performance of services under this Agreement shall be borne by Special Counsel,including,but not limited to rent, and vehicle, entertainment and promotion, general liability and health insurance, workers' compensation insurance, and all compensation and benefits of employees or agents engaged by Special Counsel. Special Counsel shall, at its own cost and expense, supply all personal property necessary or appropriate to perform the services provided for under this Agreement, including,but not limited to any personal property used by employees and agents of Special Counsel in the performance of such services. 13. Non-Appropriation of Funds Payments to be made to Special Counsel by City for services performed within the current fiscal year are within the current fiscal budget and within an available,unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of Special Counsel's services beyond the current fiscal year, this Agreement shall cover payment for Special Counsel's services only up to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 14. Approved Attorneys a. Special Counsel agrees that the following attorneys shall be the only attorneys and paralegals assigned to perform services for City: Jonathan L. Kramer(Principal Attorney) Natalia Shparber(Associate Attorney) Robert C. May III(Associate Attorney Christina R. Sansone(Of Counsel) Lory Kendirjian(Paralegal) b. This list of approved attorneys may be altered by a writing signed by the City Attorney. The writing may add paralegals to those professionals authorized to perform services and provide for rates to be paid for such paralegals. 15. Engagement of Other Counsel, Specialists or Experts Special Counsel agrees not to engage or otherwise incur an obligation to pay other legal counsel, specialists or experts for services in connection with this Agreement without the prior approval of the City Attorney. City shall not pay a mark-up for outside services obtained by Special Counsel. 16. Confidentiality of Information 4 Any documents and materials given to or prepared or assembled by Special Counsel under this Agreement shall be confidential and shall not be made available to any third person or organization by Special Counsel without prior written approval of the City Attorney. 17. Indemnity Special Counsel agrees to indemnify,hold harmless and defend City,its City Council, and each member thereof, and every officer, employee,representative or agent of City,from any and all liability, claims,demands, actions, damages(whether in contract or tort, including personal injury,death at any time, or property damage), costs and financial loss, including all costs and expenses and fees of litigation or arbitration, that arise directly or indirectly from any acts or omissions related to this Agreement performed by Special Counsel or its agents, employees, subconsultants, consultants and other persons acting on Special Counsel's behalf. This agreement to indemnify,hold harmless and defend shall apply whether such acts or omissions are the product of active negligence,passive negligence,or acts for which Special Counsel or its agents, employees, subconsultants, consultants and other persons acting on Special Counsel's behalf would be held strictly liable. 18. Insurance a. Special Counsel shall obtain and maintain during the performance of any services under this Agreement Professional Liability insurance coverage of a minimum of$1,000,000, General Liability insurance coverage of a minimum of$1,000,000, and Workers Compensation insurance for the statutory minimum with waiver of subrogation in favor of the City, each issued by a company satisfactory to the City's Risk Manager,unless the Risk Manager waives, in writing,the requirement that Special Counsel obtain and maintain such insurance coverages. b. Special Counsel shall,prior to performance of any services, file with the City's Risk Manager evidence of insurance coverage as specified in this Section 18. c. Maintenance of proper insurance coverages by Special Counsel is a material element of this Agreement. Special Counsel's failure to maintain or renew insurance coverages or to provide evidence of renewal may be considered as a material breach of this Agreement. 19. Independent Contractor a. City and Special Counsel agree that in the performance of the services, Special Counsel shall be, and is, an independent contractor, and that Special Counsel and its employees are not employees of City. Special Counsel has and shall retain the right to exercise full control over the employment,direction, compensation and discharge of all persons assisting Special Counsel. b. Special Counsel shall be solely responsible for, and shall save City harmless from, all matters relating to the payment of Special Counsel's employees, agents, subcontractors and subconsultants,including compliance with social security requirements, federal and State income 5 tax withholding and all other regulations governing employer-employee relations. c. Special Counsel acknowledges that Special Counsel and Special Counsel's employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave,vacation leave,holiday leave, compensatory leave,Public Employees Retirement System benefits, or health,life, dental, long- term disability and workers'compensation insurance benefits. 24. Special Counsel Not Agent Except as provided for in this Agreement, Special Counsel shall have no authority, expressed or implied,to act on behalf of City Attorney in any capacity whatsoever as agents or otherwise. Special Counsel shall have no authority, expressed or implied,unless pursuant to this Agreement to bind the City to any obligation whatsoever. 21. Conflict of Interest Special Counsel agrees to avoid performing services for any party or entering into any contractual or other relationship with any party that might create a conflict with the rendering of services under this Agreement. Special counsel shall immediately inform the City Attorney of any conflict of interest or potential conflict of interest which may arise during the term of this Agreement by virtue of any past, present, or prospective act or omission of Special Counsel. 22. Assignability of Agreement This Agreement contemplates personal performance by Special Counsel's personnel and is based upon a determination of the unique competence and experience of Special Counsel's personnel and upon the specialized personal knowledge of Special Counsel's personnel. Assignment of any or all rights, duties or obligations of Special Counsel under this Agreement shall be permitted only with the express written consent of the City Attorney. 23. Fair Employment Practices a. Special Counsel agrees that all persons employed by Special Counsel shall be treated equally by Special Counsel without regard to or because of race, color, religion, ancestry, national origin, disability, sex,marital status, age,or any other status protected by law, and in compliance with all antidiscrimination laws of the United States of America, the State of California, and City. b. Special Counsel agrees that, during the performance of this Agreement, Special Counsel and any other parties with whom Special Counsel may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, color,religion, ancestry, national origin, disability, sex,marital status, age, or any other status protected by law. c. Special Counsel agrees to state in all of its solicitations or advertisements for 6 applicants for employment that all qualified applicants shall receive consideration for employment without regard to their race, color, religion, ancestry, national origin, disability, sex, marital status, age, or any other status protected by law. d. Special Counsel shall provide City with access to and,upon request, provide copies to City of all of Special Counsel's records pertaining or relating to Special Counsel's employment practices, to the extent such records are not confidential or privileged under State or federal law. e. Special Counsel agrees to recruit vigorously from protected classes and to encourage businesses owned by persons in a protected class to bid subcontracts. 24. Time of Essence Special Counsel and City agree that time is of the essence in regard to performance of any of the terms and conditions of this Agreement. 25. Covenants and Conditions Special Counsel and City agree that each term and each provision of this Agreement to be performed by Special Counsel shall be construed to be both a covenant and a condition. 26. Governing Law City and Special Counsel agree that the construction and interpretation of this Agreement and the rights and duties of City and Special Counsel hereunder shall be governed by the laws of the State of California. 27. Compliance with Law Special Counsel agrees to comply with all federal, state and local laws, rules, and regulations, now or hereafter in force, pertaining to the services performed pursuant to this Agreement. 28. Severability City and Special Counsel agree that the invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. 29. Waiver City and Special Counsel agree that no waiver of a breach of any provision of this Agreement by either Special Counsel or City shall constitute a waiver of any other breach of the same provision or any other provision of this Agreement. Failure of either City or Special Counsel to enforce at any time, or from time to time, any provision of this Agreement, shall not be construed as a waiver of such provision or breach. 30. Counterparts City and Special Counsel agree that this Agreement may be executed in two or more counterparts, each of which shall be deemed an original. 31. Arbitration Special Counsel and City agree that in the event of any dispute with regard to the provisions of this Agreement, the services rendered or the amount of Special Counsel's compensation,the dispute may be submitted to arbitration upon the mutual agreement of the parties,under such procedures as the parties may agree upon, or,if the parties cannot agree,then under the Rules of the American Arbitration Association. 32. Authority to Execute a. City acknowledges that the person executing this Agreement has been duly authorized by the City Council to do so on behalf of the City. b. Special Counsel acknowledges that the person executing this Agreement has been duly authorized by Special Counsel to do so on behalf of Special Counsel. 33. Notices a. Any notices to Special Counsel may be delivered personally or by mail addressed to Telecom Law Firm, P.C., Attention: Jonathan L. Kramer, Esq., 2001 South Barrington Avenue, Suite 306, Los Angeles, California 90025. b. Any notices to City may be delivered personally or by mail addressed to City of Redlands, Office of the City Attorney, 35 Cajon Street, Redlands, CA 92373. 34. Amendment This Agreement may be amended at any time,in writing,by City and Special Counsel. 35. Entire Agreement City and Special Counsel agree that this Agreement constitutes the entire Agreement of the parties with respect to the subject matter described herein and supersedes all prior communications, agreements and promises, either oral or written. CITY OF REDLANDS SPECIAL COUNSEL -.�-a -.--�.� Tina Kundig, Finance Director Jonathan L. Kramer, Esq. 8 30. Counterparts City and Special Counsel agree that this Agreement may be executed in two or more counterparts,each of which shall be deemed an original. 31. Arbitration Special Counsel and City agree that in the event of any dispute with regard to the provisions of this Agreement, the services rendered or the amount of Special Counsel's compensation,the dispute may be submitted to arbitration upon the mutual agreement of the parties,under such procedures as the parties may agree upon,or, if the parties cannot agree,then under the Rules of the American Arbitration Association. 32. Authority to Execute a. City acknowledges that the person executing this Agreement has been duly authorized by the City Council to do so on behalf of the City. b. Special Counsel acknowledges that the person executing this Agreement has been duly authorized by Special Counsel to do so on behalf of Special Counsel. 33. Notice a. Any notices to Special Counsel may be delivered personally or by mail addressed to Telecom Law Finn,P.C.,Attention. Jonathan L.Kramer,Esq.,2001 South Barrington Avenue,Suite 306, Los Angeles,California 90025. b. Any notices to City may be delivered personally or by mail addressed to City of Redlands,Office of the City Attorney, 35 Cajon Street, Redlands,CA 92373. 34. Amendment This Agreement may be amended at any time,in writing,by City and Special Counsel. 35. Entire Agreement City and Special Counsel agree that this Agreement constitutes the entire Agreement of the parties with respect to the subject matter described herein and supersedes all prior communications,agreements and promises,either oral or written. CITY OF REDLANDS SPECIAL COUNSEL Tina Kundig, finance Director ( Jonatha L. Kramer,Esq. ATTEST: Sari Irr in, City Clerk