HomeMy WebLinkAboutContracts & Agreements_84A-2023AGREEMENT TO PERFORM LEGAL SERVICES
This agreement for the provision of legal services ("Agreement") is made and entered in
this 5-1 rllr day of June, 2023 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and David J. Givot, Esq., an individual ("Attorney"). City and Attorney are
sometimes individually referred to herein as a "Party" and, together, as the "Parties." In
consideration of the mutual promises contained herein, City and Attorney agree as follows:
ARTICLE 1— ENGAGEMENT OF ATTORNEY
1.1 City hereby engages Attorney to provide training sessions in the fundamentals of
emergency medical services (EMS) legal documentation to members of the Redlands Fire
Department (the "Services").
1.2 The Services shall be performed by Attorney in a professional mariner, and Attorney
represents that he is a member of the State Bar of California in good standing and has the
skill and the professional expertise necessary to provide the Services to City at a level of
competency presently maintained by other practicing attorneys in the industry providing
like and similar types of Services.
ARTICLE 2 — SERVICES OF ATTORNEY
2.1 The Services that Attorney shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services and Fee Schedule," which is attached hereto and incorporated
herein by this reference.
2.2 Attorney shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Richard Sessler, Fire Chief, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Attorney shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services and Fee
Schedule," which is attached hereto and incorporated herein by reference.
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4.2 If Attorney's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Attorney to obtain a copy
of such policy from City staff.
ARTICLE 5 — PAYMENTS TO ATTORNEY
5.1 Compensation:
Total compensation for the Attorney's performance of the Services shall not exceed the
amount of Five Thousand One Hundred Dollars ($5,100), City shall pay Attorney once the
Scope of Services are complete to the satisfaction of City in accordance with Exhibit "A,"
titled ("Scope of Services and Fee Schedule") which is attached hereto and incorporated
herein by reference.
5.2 Attorney shall subunit an invoice once the Scope of Services have been completed by
Attorney to City's satisfaction describing the Services performed by Attorney, a brief
description of the Services performed, and the dates the Services were performed. City
shall pay Attorney no later than thirty (30) days after receipt and approval by City of
Attorney's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
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ATTORNEY:
David J. Givot, Esq.
77711 Flora Road, Suite 103
Patin Desert, CA 92211
David@thelegalguardian.com
Phone:(310)699-0070
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Attorney for the duration of its performance of the Services. Attorney shall not perform
any Services unless and until the required insurance listed below is obtained by Attorney.
Attorney shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Attorney is self -insured or exempt from the workers' compensation laws of
the State of California, Attorney shall execute and provide City with Exhibit "B," titled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Attorney shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Attorney owned vehicles used in
connection with Attorney's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Professional Liability Coverage. Attorney shall maintain professional errors and
omissions liability insurance for protection against claims alleging negligent acts,
errors or omissions which may arise from Attomey's Services under this Agreement,
The amount of this insurance shall not be less than one million dollars ($1,000,000) on
a claims -made annual aggregate basis, or a combined single -limit per occurrence basis.
F. Attorney is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Attorney shall add such
assignee or subcontractor as an additional insured to the insurance policies required
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hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Attorney shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Attorney, or
its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Attorney covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Attorney's Services. Attorney further covenants and represents that in
the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Attorney agrees it is not a designated employee within the meaning of the Political Reform
Act because Attorney:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Attorney must disclose its financial interests, Attorney
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
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ARTICLE 8 — GENERAL CONSIDERATIONS
M 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 attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Attorney shall not assign any of the Services, except with the prior written approval of City
and in strict compliance with the terms and conditions of this Agreement. Any assignment
or attempted assignment without such prior written consent may, in the sole discretion of
City, result in City's immediate termination of this Agreement.
8.3 Attorney is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Attorney or Attorney's employees, except as herein set
forth. Attorney shall supply all necessary tools and instrumentalities required to perform
the Services. Assigned personnel employed by Attorney are for its account only, and in no
event shall Attorney or personnel retained by it be deemed to have been employed by City
or engaged by City for the account of, or on behalf of City. Attorney shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor
shall Attorney have any authority, express or implied, to bind City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Attorney of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Attorney's compensation shall be made,
but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2)
any payment due Attorney at the time of termination may be adjusted to the extent of any
additional costs to City occasioned by any default by Attorney. Upon receipt of a
termination notice, Attorney shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
service -related data, reports, summaries and such other information and materials as may
have been accumulated by Attorney in performing the Services. Attorney shall be
compensated on a pro-rata basis for Services completed up to the date of termination.
8.5 This Agreement, including the Exhibits 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, Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Attorney.
8,6 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried and
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litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.7 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Attorney have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By. �
Charles M. Duggan, Jr. ity M alter
ATTEST;
WqWffil �y�
p7M-bonal•
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DAVID J. GIVOT, ESQ.
By:
_ f��
Davy t, Esq.
EXHIBIT "A"
SCOPE OF SERVICES
AND
FEE SCHEDULE
SCOPE OF SERVICES:
Attorney shall provide a total of six (6) training sessions each 3-3.5 hours in length and delivered
over the course of three (3) business days at a rate of two (2) per day: one AM session and one
PM session on the following dates:
• June 7, 2023
• June 8, 2023 and
• June 22, 2023
The training sessions shall provide training in the fundamentals of emergency medical services
(EMS) legal documentation to members of the Redlands Fire Department,
FEE SCHEDULE:
The flat rate fee for the Scope of Services is S 1,700.00 per training day for a total amount of
$5,100.00.
There is no charge for travel or expense reimbursements. The cost of preparing and customizing
the program for the Redlands Fire Department is included in the flat rate fee,
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EXHIBIT "B"
WORKERS' COMPENSATTON INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure,
either as an individual employer, or as one employer in a group of employers, which may be given
upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure
and to pay any compensation that may become due to -his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
By: Date: 06/21 /2023
Wvia-94WVot, Esq.
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