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HomeMy WebLinkAboutEVERETT DOREY LLP,URANCE NOT ON FILE �ptiti` _'ORK MAY NOT PROCEED CLERK OF COUNCIL N-2022-013 DATE: LEGAL SERVICES AGREEMENT WITH cf�D (D) EVERETT DOREY LLPI This AGREEMENT is made and entered into this 3rd day of December, 2021, by and between Everett Dorey LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City„). RECITALS A. The City of Santa Ana and the City Attorney's Office City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in defending City employee(s) in litigation matters. B. City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney Office") in the provision of legal services to the City. C. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to defending public entities and/or their employees or public officials in various litigation matters in both federal and state court including but not limited to labor and employment matters and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney's Office with the provision of legal services to the City, for defense of individually named defendant, David Valentin, in the matter of Santa Ana Police Officers Association, et al. v. City of Santa Ana, et al., Orange County Superior Court Case No. 30-2021-01230129-CU-OE-CJC; as well as advice and representation regarding certain interviews and inquiries. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney's Office. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, Partners will be billed at the rate of $265 an hour for Partners/Of Counsel, $250 an hour for all Senior Associates, $235 an hour for Associates and $110 an hour for all paralegals. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed fifty thousand dollars and zero cents ($50,000.00), including any extension periods C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. hi -house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services unless the issue(s) researched relates to a complex legal matter or assignment that is approved in writing by the City. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney's Office approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney's Office, as aforesaid, shall be and remain under, and subj ect to the control and direction of the ChiefAssistant City Attorney at all stages, and that they shall at all times keep the Chief Assistant City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney's Office any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the Chief Assistant City Attorney, and any other person(s) designated by the Chief Assistant City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys will comply with the defense and reporting guidelines of the City's risk pool, Independent Cities Risk Management Authority. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2025, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 2 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the Chief Assistant City Attorney, Laura Rossini, or selected members of the City Attorney's office, as directed by the Chief Assistant City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the Chief Assistant City Attorney or any attorney from the City Attorney's Office. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. It. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: 3 To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax: (714) 647-6956 Courtesy Copy: Laura A. Rossini, Chief Assistant City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6515 To Attorneys: Attention — Seymour Everett, Managing Partner Everett Dorey LLP 18300 Von Karmen Avenue, Suite 900 Irvine, CA 92612 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States snail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 12 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. Asa condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. CONFLICT WAIVERS It shall be the exclusive obligation of Attorneys to provide and obtain any written conflict waivers that may be necessary or required by the applicable Rules of Professional Responsibility and/or applicable law. 17. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 20. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via fax transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 21, NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of E N-2022-013 Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: 'ff � Daisy Go rez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: fo.. Laura A. Rossini Chief Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Assistant City Manager EVERETT DOREY LLP By:) Seymour verett Managing Partner Francine R. R.V asignedb Francine R. Villareal EVERE-4Villareal Date:z°zz.°z.zz, ID: BG ACOR©"" CERTIFICATE OF LIABILITY INSURANCE DATE 02/17/2022Y) 02/17/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 858-571-9030 Ahern Insurance Brokerage 9655 Granite Ridge Dr., #500 San Diego, CA 92123 CONTACT Randy T. Gust NAME PHONE 858-571-9030 FAX 858-571-9010 (A/C, No, EXt): (A/C, No): E-MAILss: rgust@aherninsurance.com Randy T. Gust INSURERS AFFORDING COVERAGE NAIC # INSURERA: New York Marine & Gen Ins. Co. INSURED Everett Dorey LLP 18300 Von Karman Ave Ste 900 INSURER B : INSURER 7 Irvine, CA 92612 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS -MADE ❑ OCCUR PREMISES Ea occurrence $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ POLICYEl PRO- JECT LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE ccident Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/M EMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Lawyers Prof. PL202100003051 08/08/2021 08/08/2022 Per Claim 5,000,000 Liability Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Deductible: $10,000 Retroactive Date: 8/2/2017 City of Santa Ana Risk Management Division 20 Civic Center Plaza Dr. Santa Ana, CA 92702 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD The ACORD name and logo are registered marks of ACORD µow NCF Risk Manag merdUlMsi0n ke/ 1°x REVIEWED & APPROVED BY.- .v --� R45k MManagement Analyst From: City of Santa Ana To: St Clair, Suzanne; Quintana, David; Rossini. Laura; mfernandezCabeverettdorev.com; roustCalaherninsurance.com Subject: Internal Notice of Compliance Date: Thursday, August 10, 2023 11:11:05 AM In NOTICE OF COMPLIANCE ("IT'9i( III"A111,`F" III RIII[PI III" III"III III :IIIS IPA(�III' A IA) IILP1CI A1III:" F''11VIT] I AG' III"III+''FIRTEP111':IIF 111,0 III11111IIIlh",CI FIRIKI OF IF III III (1011T1CII, Contractor Everett Dorey LLP Name: Project N-2022-013 Number: Project Legal Services Agreement With Everett Dorey LLP Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coveraae(s) are: TYPE OF INSURANCE LAWYERS PROF. LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 8/10/2023 2:11 PM POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE 752291904 08/08/2024 08/09/2023 Cert.pdf EVERE-4 OP ID: A ACORO CERTIFICATE OF LIABILITY INSURANCE FDATE 12/17/2024Y) 12/17/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 858-514-7104 CONTACT Beverly G. Gabriel Ahern Insurance Brokerage PHONE 858-514-7104 FAX 858-571-9010 1615 Murray Canyon Rd Ste 1050 (A/C,No,Ext): (A/C,No): San Diego,CA92108 E-MAIL s:bgabriel@acrisure.com Randy T.Gust INSURERS AFFORDING COVERAGE NAIC# INSURERA:CNA/Continental Casualty Co. 20443 INSURED INSURER B Everett Dorey LLP 2030 Main Street,Ste 1200 INSURER C Irvine,CA 92614 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Anyoneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT A Lawyers Prof. 752291904 0810812124 08/18/2025 Per Claim 5,000,000 Liability Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Pro'ect Number:A-2022-026 Deductible: $10,000 Retroactive Date: 8/2/2017 APPROVED By Cynthia Mora at 10:47 am, Jan 07, 2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 CIVIC Center Plaza Dr. AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 �� - ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD