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HomeMy WebLinkAboutContracts & Agreements_09A-2024AGREEMENT FOR LEGAL SERVICES BETWEEN THE CITY OF REDLANDS AND JONES AND MAYER This AGREEMENT is entered into this 17th day of January, by and between the City of Redlands ("CITY") and Jones Mayer ("LAW FIRM"). 1. CONSIDERATION. A. CITY agrees to engage the services of LAW FIRM, and LAW FIRM agrees to perform services for CITY to provide representation to the CITY on an as -needed basis for defense of civil litigation matters and advisory services concerning law enforcement activities. E. Legal Fees. CITY will compensate LAW FIRM for the services to be provided by LAW FIRM to CITY pursuant to this Agreement as follows: Hourly Rate Partners, Associates & Of $250/hour Counsel: Paralegals $125/hour All office, travel and meeting time will be billed at such rates In Increments not exceeding one tenth (0.1) of an hour. C. Cost and Expense Reimbursement. In addition to the foregoing compensation, CITY will reimburse LAW FIRM for actual and necessary ordinary out -of pocket expenses reasonably incurred by LAW FIRM in performance of the service provided by LAW FIRM to CITY pursuant to this Agreement. Examples are as follows: deposition fees; postage; messenger/process service; and document reproduction. D. Reimbursable Extraordinary Expenses. With CITY's prior written approval, it will also reimburse LAW FIRM for extraordinary charges such as for consultants; expert witnesses; travel; and investigative services. E. Non reimbursable Expenses. CITY will not reimburse LAW FIRM for the following: staff time or overtime for performing secretarial, clerical, or word processing functions; charges for time spent to provide necessary information for CITY audits, billing or budget inquiries; and computer online charges. In addition, CITY will not reimburse LAW FIRM for local travel expenses. 1 F, Billing. LAW FIRM will bill CITY each month for the services provided by LAW FIRM to CITY pursuant to this Agreement, as well as all reimbursable costs and expenses. All bills for legal fees will set forth In detail the work performed during the billing period in line -item format, so that each task Is separately explained and has specific time recorded. Bills for reimbursable costs and expenses will set forth the cost for each category of such expenses incurred during the billing period in addition to the total cost of the expenses. If the amount charged in any one month far reproduction costs exceeds $100,00, the billing statement will contain backup documentation. Reimbursement for expenses incurred by an outside vendor will include the vendor's Invoice. G. No Double Billing. LAW FIRM will not charge CITY for mare than one attorney's time for appearances at a court proceeding, deposition, or meeting with third parties, unless reasonably necessary or CITY's Representative has expressly authorized the use of more than one attorney for such appearances. H. Payment. CITY will pay LAW FIRM for all of LAW FIRM's services, costs and expenses provided or incurred pursuant to this Agreement following receipt and approval of a bill for such services, costs and expenses that complies with the provisions of this Agreement. CITY will make its best effort to process and pay such bill within 30 days of the receipt of such bill. In the event CITY falls to process and pay a bill within such 30-day period, It will not be liable for any interest or finance change arising out of such delinquency. 1. Taxpayer Information. Law Firm agrees to attach a completed W-9 Form to this Agreement to facilitate tax reporting for payments made by CITY to LAW FIRM pursuant to this Agreement. 2. SCOPE OF SERVICES. LAW FIRM will represent the CITY an an as -needed basis for defense of civil litigation matters and police advisory work at the direction of the City Attorney. 3. LAW FIRMS PERSONNE.L A. Lead Attorney. Ail Services provided by LAW FIRM to CITY pursuant to this Agreement will be performed by the following attorney as Lead Attorney: James Touchstone. B. Assisting Attorneys. Additional attorneys who will assist the lead . attorney in performing the services provided by LAW FIRM to CITY pursuant to this Agreement will include the following: Denise Rocawich, Partner, Melissa Ballard, Associate, Greg Palmer, Associate, Jeremy Warren, Associate, Rich Lucero, Of Counsel. 2 C. Attorney Changes. LAW FIRM agrees that there will be no change in the attorneys performing or assisting in performance of the Services provided to CITY under this Agreement without CITY's prior written consent. There will be no charge to CITY for work performed by unauthorized attorneys. D. Conflicts of Interest. LAW FIRM represents that neither LAW FIRM nor any of the attorneys or other persons employed by LAW FIRM have any material financial interest, direct or indirect, in any contract or decision made by or on behalf of CITY that may be affected by the services to be provided to CITY pursuant to this Agreement, other than a financial interest that is similar, In all material respects, to the interests of the general public. LAW FIRM further agrees that no attorney or other person having any such interest will be employed by LAW FIRM while this Agreement remains in effect. If LAW FIRM or an attorney or other person employed by LAW FIRM acquires such an interest while this Agreement remains In effect, LAW FiRM will immediately disclose such interest to CITY's Representative, and the interested individual will not participate in or influence the performance of the services to be provided to CiTY pursuant to this Agreement. II. LAW FIRM will comply with the requirements regarding conflicts of interest imposed on attorneys by the California Business and Professions Code, and by Rule 3-310 of the California Rules of Professional Conduct. 4. EXPERT WITNESSES AND CONSULTANTS. LAW FIRM may retain expert witnesses and consultants in the performance of this Agreement only with CITY's prior consent. Upon retention of an expert witness or other consultant, CITY's Representative will determine whether the cost of such expert LAW FIRM will be paid by LAW FIRM or directly by CITY. In the event LAW FIRM pays the cost of such expert witness or consultant, such costs will be a reimbursable cost that may be billed by LAW FIRM to CITY. 5. LIMITATIONS ON REPRESENTATION. During Its representation of CITY in performing the Services, LAW FIRM will not take any of the following actions without CITY's prior consent: A. Disqualify any Judge assigned to preside at any trial, hearing, status conference, settlement conference or other proceeding pertaining to the litigation; B. Agree to any mediation or arbitration on any matter at issue in litigation except where mediation or arbitration is required by a court rule or order; C. File an appeal from an adverse judgment entered by the court In the 3 litigation, or file a writ seeking appellate review of any interlocutory order or ruling of the court. D. Propose or agree to any settlement of the litigation, 6. REPORTS. If the Services constitute litigation, then during the course of its representation of CITY, LAW FIRM will provide CITY's Representative with the litigation status reports approximately every 60 days. Law Firm will provide reports of significant developments In the case within 7 days of occurrence, and such other oral or written reports regarding the litigation as may be requested by CITY's Representative 7. FILES. LAW FIRM agrees that all legal files maintained by LAW FIRM pertaining to the services provided to CITY pursuant to this Agreement are and will remain CITY's property. However, LAW FIRM will have the right to retain copies of such files upon completion of the Services provided for by this Agreement, or upon the earlier termination such services in the manner hereinafter provided in this Agreement. For purposes of this Agreement the term "files" will include electronic files and data, as well as paper files that are maintained by LAW FIRM in the performance of the Services. S. INSURANCE. Not in derogation of the provisions of Section 9, LAW FIRM agrees to obtain and maintain in full force and effect, during the term or extended terms of this Agreement: A. E. C. Type of Insurance Liability insurance coverage Workers' compensation coverage Professional liability insurance Limits (Comb. Single) $1,000,000 Statutory requirement $1,000,000 9. INDEMNIFICATION. LAW FIRM shall hold CITY and CITY's officers, employees, agents, and volunteers harmless and free from any and all claims or Liabilities or expenses, including attorney's fees, caused by LAW FIRM's negligent or wrongful performance of its services pursuant to this Agreement, save and except for any such claim, liability, or expense arising out of the willful misconduct, sole negligence or ooncurrent active negligence of CITY andlor CITY's officers, employees, agents, or volunteers. In the event CITY andlor any of CITY's officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against It or any of them by lawsuit or otherwise arising out of or relating to LAW FiRM's performance of Its services pursuant to this agreement, other than a lawsuit or claim arising out of their willful misconduct sole negligence or concurrent active negligence, LAW FIRM shall reasonably defend and indemnify them for any Judgment rendered against them. 10. CITY'S REPRESENTATIVE. The name, address and telephone number of CITY's Representative is as follows: 4 Name and Title: Yvette M. Abich Garcia, City Attorney Address: 35 Cajon Street, Ste. 200 Redlands, CA 92373 E-mail Address: ygarcia@cityofredlands.com Telephone No.: (909) 798-7610 11. LAW FIRM'S REPRESENTATIVE. The name, address and telephone number of LAW FIRM's Representative is as follows: James R. Touchstone, Esq. Jones Mayer 3777 North Harbor Blvd. Fullerton, CA 92835 (714) 446-1400 12. TERMINATION OF SERVICES. CITY may terminate this Agreement with or without cause at any time by serving LAW FIRM with notification of such termination by mail, by fax, or by CITY's Representative's oral notice of termination followed by written confirmation of same served on LAW FIRM by mail. LAW FIRM may terminate this Agreement by providing 30 day's written notice to CITY. LAW FIRM may also terminate this Agreement in the event CITY fails to pay LAW FIRM's invoices for services for a period of 90 days after such invoices are issued by LAW FIRM to CITY. LAW FIRM shall provide CITY 15 days' written notice of its Intent to cancel this Agreement for non-payment to allow CITY the opportunity to cure this delinquency. 13. PERMITS AND LICENSES. LAW FIRM, at its sole expense, will obtain and maintain during the term of this Agreement, all permits, licenses, and certificates that may be required, as determined by LAW FIRM, in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared, by LAW FIRM under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from LAW FIRM's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. ASSIGNABILITY. This Agreement is for LAW FIRM's professional services, LAW FIRM's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void, 16. INDEPENDENT CONTRACTOR. CITY and LAW FIRM agree that LAW FIRM will act as an independent contractor and will have control of all work and the manner In which Is It performed. LAW FIRM will be free to contract for similar 5 service to be performed for other employers while under contract with CITY. LAW FIRM is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct LAW FIRM as to the details of doing the work or to exercise a measure of control over the work means that LAW FIRM will follow the direction of the CITY as to end results of the work only. 17. AUDIT OF RECORDS. LAW FIRM will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CITY or its designee shall have the option of inspecting and/or auditing all records and other written material used by LAW FIRM in preparing its statements to CITY as a condition precedent to any payment to LAW FIRM. LAW FIRM will retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement. 18. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Redlands County Superior Court. 19. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 20. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel, Accordingly, this Agreement will be construed simply, as a whole, and In accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 21. SEVERABILITY. If any portion of this Agreement Is declared by a court of competent Jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 22. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. 28. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such 6 facsimile signature will be treated in all respects as having the same effect as an original signature. 24. TIME IS OF ESSENCE. Time is of the essence for each provision of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. City of( I E. die Tejeda, Mayor ATTEST: 11110 4111* Jo Rich naldson, City Clerk Owner 7