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HomeMy WebLinkAboutDLA PIPERS LLP�o�� INSURANCE NOT ON FILE 40RK MAY NOT PROCEED CLERK OF COUNCIL DATE: N-2022-168 LEGAL SERVICES AGREEMENT WITH 0'W DLA PIPER LLP (US) C kcr�-D % enaH-) t�- This AGREEMENT, made and entered into this 26th day of May, 2022, by and between DLA Piper LLP (US) ("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 the provision of legal services to the City for civil litigation matters, appellate matters and related matters by a firm with specialized expertise. B. City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") 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 administrative and litigation matters concerning general liability, personnel and police 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, and the DLA Piper LLP (US) Terms and Conditions attached as Appendix A, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation filed against the City, for general advice, and legal review on a case -by -case basis to defend the City, its employees and its officials. 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 and as accepted by Attorneys following a review for conflicts of interest. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 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, Attorney time will be billed at $800 an hour and paralegal time will be billed at $185 an hour. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement shall not exceed $50,000, unless otherwise authorized by the City Council. C. As specifically outlined below, the City agrees to reimburse or not reimburse the following charges or services as follows i. 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. ii. City agrees to reimburse in-house printing, copying, and reproduction charges at the rate of 20 cents per page. iii. City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment if pre -approved in writing by the City Attorney. iv. City will not reimburse Attorneys for ordinary document management systems used for discovery purposes or any other purpose unless such technology is deemed necessary by the City Attorney and pre -approved in writing by City Attorney. V. City agrees to reimburse Attorneys for their direct payments to vendors, consultants, or experts for work in connection with the performance of duties under this Agreement. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. vi. City will reimburse automobile travel at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. viL Any costs in excess of $5,000 require City Attorney 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, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the 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 any and all files then in their possession (subject to the Client Files and Record Retention provision contained in Appendix A) concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS If Attorneys are solely responsible for the City's representation in a litigation matter or an appeal, .Attorneys agree to keep the City Attorney, and any other person(s) designated by the 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 also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2024, 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 all 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. 8. INSURANCE Attorneys shall provide to the Executive Director of Human Resources proof of insurance prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liabilitv (CGL): On an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. b. Automobile Liability: Hired and non -owned vehicles, with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not, required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance as required by the State of California, where applicable, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. . e. Acceptability of Insurers - Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. made basis: Claims Made Policies - If any of the required policies provide coverage on a claims - The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided. for at least five (5) years after completion of the contract of work. j. Verification. of Coverage Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorney's obligation to provide them. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. 1. Special Risks or Circumstances — City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9. INDEMNIFICATION Attorneys agree to and shall indemnify the City from liability for damages, restitution, judicial or equitable relief to the extent caused by Attorneys' acts or omissions under this Agreement. This indemnification provision shall be considered null and void in the event that its application would limit or preclude Attorneys' applicable insurance coverage. 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 City Attorney, Sonia Carvalho, or selected members of her office, as directed by the 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 City Attorney. Attorney is permitted to keep one copy of such information pursuant to its standard document retention procedures, as outlined in Appendix A. 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. 11, CONFLICT OF INTEREST CLAUSE Attorneys covenant that there are no legal conflicts of interest prohibiting their performance of services specified under this Agreement. Attorneys agree to notify and seek. waivers from City for any future legal conflicts of interest. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 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 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: DLA Piper LLP (US) Attn: Justin R. Sarno 550 S. Hope Street, Suite 2400 Los Angeles, CA 90071 Facsimile: (213) 330-7535 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 mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, 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, including Appendix A, 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 shallprevail. 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 terms or conditions of any purchase order or other instrument that are inconsistent with, 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. 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, or as otherwise permitted under the applicable Rules of Professional Conduct. 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. 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. 1.7. 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. N-2022-168 18. 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. 19. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, secured via facsimile 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. 20. 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 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: CITY OF SANTA ANA Daisy Gomez a Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY: Sandra M. Schwarzmann Senior Assistant City Attorney Stine Ridge City Manager DLA PIPER LLP (US) By: \ JustinR. Sarno' Of Counsel Appendix A (DLA Piper LLP (US) Terms of Service) 1. INTRODUCTION These Terms of Service set forth the terms and conditions under which DLA Piper LLP (US) ("the Firm") will act as your counsel for all existing and future matters (collectively, the "Engagement"). The Firm has issued or will issue an engagement letter, setting forth the scope of the representation, the fee agreement, and other matter -specific terms ("Engagement Letter"). These Terms of Service should be read and understood in conjunction with the Engagement Letter. The Terms of Service and Engagement Letter are collectively referred to as "the Engagement Terms." Where there is any inconsistency between these Terms of Service and the Engagement Letter, the latter will control. The Terms of Service supersede all prior agreements between you and the Firm with respect to the Engagement. The Engagement Terms can only be altered or amended by a writing signed by both you and the Firm. The words "you" and "your" refer to the client(s) specified in the relevant engagement letter. The words "we," "us" and "our" refer to the Firm. 2. CLIENT(S) REPRESENTED You agree and acknowledge that the Firm's representation of you does not create an attorney -client relationship with any other entity or person. We do not agree to represent, and we do not owe any duty to any other entity or person, including without limitation, your corporate parents, subsidiaries, affiliates, joint venturers, other entities owned, in whole or in part by you, entities that hold direct or indirect interests in you, or any of your directors, officers, investors, partners, employees, agents, indemnitors, insurers, third - party payors, or entities or persons to whom you owe any duty, unless such entities or persons are specifically named in the Engagement Letter. There are no third -party beneficiaries to the Engagement. You agree that your relationships with any of the other persons or entities listed above cannot create a conflict of interest for us. In representing corporations, we may provide information or advice to directors, officers, or employees in their corporate capacities. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their corporate capacities. In representing partnerships, we may provide information or advice to partners, officers or employees in their capacities as your representatives. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their representative capacities. In representing limited liability companies, we may provide information or advice to members, officers or employees in their capacities as your representatives. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their representative capacities. The Firm's representation of an association or trade group does not create an attorney -client relationship with any of the association or trade group's constituents, members, affiliates or participants individually. In the event that you are acquired or are otherwise subject to a change in control (including by a person or group becoming a controlling affiliate of yours) after the inception of the Engagement, it is understood that the Firm does not represent the acquiring entity or such controlling affiliate or establish an attorney - client relationship with such entities or affiliates. 3. COUNSEL GUIDELINES You agree and acknowledge that the Engagement Terms shall control over terms contained in your outside counsel guidelines or any other similar instructions supplied by you at any time. In order for any outside counsel guidelines or instructions (or amendments or modifications thereto) to be effective, a Firm partner managing the Engagement must affirmatively agree to accept them in writing. The Firm does not agree to any terms expanding the Firm's potential liability by contract, including to indemnify, defend or hold you harmless, whether included in your outside guidelines or otherwise. 4. CONFLICTS OF INTEREST The Firm and its affiliated entities represent clients in a broad range of industries and in a wide variety of legal matters, nationally and internationally. A summary of our current practice areas and the industries in which we represent clients, and the roster of our affiliated entities, can be found on our web site at www.diapiper.com. We may represent other clients in the same industry as yours. Absent effective conflict of interest waivers, conflicts of interest could arise that could deprive you or other clients of the right to select the Firm as their counsel, and preclude us from representing you or other clients in ongoing or future matters. Accordingly, you acknowledge and agree that the Firm and its affiliated entities may, now or in the future, represent other persons or entities on matters adverse to you or any of your current or future affiliates, provided that: 1) the matter is not substantially related to any matter in which the Firm has represented you; 2) the Firm does not violate its duty of confidentiality to you; and, 3) the Firm reasonably concludes that our representation of the other client complies with applicable ethical standards. The future representations adverse to you may include, without limitation, commercial transactions, auctions, mergers and acquisitions, patent, trademark and other intellectual property matters, restructuring and bankruptcy matters in which we may represent debtors, lenders, shareholders, bondholders, committees, distressed debt and asset buyers and investors, employment, real estate, franchising, tax, trusts and estates, or litigation, arbitration, third -party discovery proceedings, such as subpoenas, depositions, and motions to compel, or mediation or other dispute resolution procedure, other than those for which the Firm had been or is then engaged by you. Such matters shall be referred to as "Allowed Adverse Representation." We do not believe that the Firm's ability to represent other clients in Allowed Adverse Representations will impair our ability to diligently and competently represent you in the matter(s) for which you have engaged us. You understand that the foregoing examples are illustrative, not exhaustive. You agree that you will not, for yourself, or any other entity or person, assert the Firm's representation of you or any of your affiliates in any past, present or future matter is a basis for disqualifying the Firm from representing another party in an Allowed Adverse Representation. Your consent shall be effective until you notify the Firm, in writing, of your intention to terminate it. Such termination shall apply prospectively only and shall not apply to any matter for which the Firm had been engaged. Your consent shall survive any change in your leadership, including but not limited to your general counsel. You may consult with independent counsel regarding this section before agreeing to it, and you acknowledge that the Firm has given you the opportunity to seek such independent legal advice. You agree that this section does not expand the scope of the Engagement to encompass your affiliates unless expressly agreed by the Firm. 5. CONFIDENTIALITY The Firm has a professional obligation not to disclose your confidential information or to use it for another party's benefit without your consent. These obligations are subject to certain exceptions provided for in the Rules of Professional Conduct and certain laws and regulations, including those relating to mandatory reporting obligations associated with certain types of transactions, certain lobbying disclosure obligations, and those related to money laundering and terrorist financing. Such laws and regulations may require the Firm to disclose confidential information to governmental authorities, and we may be prohibited from informing you that disclosure has been made or the reasons for such disclosure. Certain laws and regulations may require us to cease work for you for a period of time and prohibit us from informing you of the reason. Additionally, if the Firm receives a subpoena or request for information that is within our custody or control, or the custody or control of our agents or representatives, we will, to the extent permitted by applicable law, advise you before responding so that you have the opportunity to intervene or assert any objections. Should you object to the production of such information, the Firm may provide such information only to the extent authorized by you or required by a court or other governmental body of competent jurisdiction. You agree to pay the Firm for services rendered and charges and disbursements incurred in responding to any such request for information at the Firm's customary billing rates and pursuant to the Firm's charges and disbursements policies. Companies seeking legal representation frequently require the Firm to demonstrate our experience representing clients in various areas of law and types of matters. You consent and agree that the Firm may disclose the fact of the Engagement and related general information in response to such requests and in its public marketing materials to the extent that such disclosure does not convey specific information about the Engagement. In addition, to facilitate our compliance with the Rules of Professional Conduct, including to implement conflict of interests checks, we may need to consult with or secure a waiver from our other clients or prospective clients. You agree that we are, and will be, allowed to disclose to each such client or prospective client the fact that we have or have had an attorney -client relationship with you. 6. ARBITRATION OF DISPUTES Any and all disputes, controversies or claims between you and the Firm of any nature whatsoever in any way arising out of, or in connection with, or relating to the Engagement, the Engagement Terms or their breach, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud and disputes regarding attorney fees and/or costs charged under this Agreement (except to the extent provided below) shall be finally settled by arbitration conducted expeditiously before JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, and in accordance with the Expedited Procedures in those rules. This arbitration provision shall be governed solely and exclusively by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 ("FAA"). The FAA shall govern notwithstanding any state or foreign law or rule, and irrespective of any choice of law provision. This provision shall not apply to any ethics or disciplinary proceedings against the Firm. The parties shall bear their own legal fees and costs for all claims. The existence and content of the arbitration proceedings, as well as any arbitration rulings and awards, shall be maintained by the parties as strictly confidential, except (1) to the extent that disclosure is required by a court or other governmental body of competent jurisdiction; (ii) to the extent necessary to confirm, vacate, challenge, or enforce the award in bona fide legal proceedings before a court of competent jurisdiction or other judicial authority, in which case steps shall be taken to make filings under seal if permitted; (iii) for disclosure in confidence to the parties' respective attorneys, tax advisors, insurance agents or companies, senior management, and other agents or employees on a need to know basis; or (iv) with the written consent of all parties. You acknowledge that by agreeing to this arbitration provision, you are giving up the right to litigate claims against the Firm, and important rights that would be available in litigation, including the right to trial by judge or jury, to extensive discovery and to appeal an adverse decision. You acknowledge that you have read and understand this arbitration provision, and that you voluntarily agree to binding arbitration. NOTE: You are entitled to consult an independent lawyer to review this arbitration provision before agreeing to it. By accepting these Engagement Terns, you acknowledge that you have consulted with independent counsel, or if not, that you had the opportunity to do so. 10 7, CLIENT IDENTIFICATION The Firm verifies the identity of our clients and sources of payment to comply with applicable anti -money laundering, counter -terrorist financing, embargo, trade sanctions or similar policies or laws. Accordingly, prior to beginning work on the matter, the Firm may request that you provide required identification documents. A delay or failure to provide information required for verification purposes may prevent us from commencing or require us to suspend work on the matter. We reserve the right to request additional information to ensure compliance with applicable laws, rules, or regulations. 8. DATA TRANSFER CONSENT Due to legal obligations applicable to the Firm or our affiliated offices, and to efficiently maintain information provided to us, the Firm may transfer some or all of any personal or other data and information ("Data") that you provide to the Firm to one or more DLA Piper offices in other countries that may not be subject to data. protection laws similar to those in the jurisdiction in which the Data is first received. By signing this letter, you give us specific consent to obtain and transfer such Data, and confirm that you have obtained and grant us all required consents to allow the Firm to do so. 9. ONLINE COLLABORATION AND CLOUD SNARING PLATFORMS The Firm may utilize secure and Firm -approved web -based tools, cloud -based collaboration platforms and cloud -sharing platforms to facilitate the exchange of electronic information with you, and with others 'at your direction and with your consent. These may include: OneDrive, Teams, Relativity, and ShareFlle. If you require the use of an online collaboration tool or cloud -sharing platform that has not been approved by the Firm, all associated costs and management of those services will be solely your responsibility, and the Firm shall not be responsible for any actual or potential breach of confidentiality or loss that results from the use of such platforms. 10, TERMINATION Either of us may terminate the Firm's representation of you in a particular ongoing matter, or in the Engagement, at any time subject on our part only to the applicable Rules of Professional Conduct. Unless we are actively engaged in other matters for you, the Engagement and our attorney -client relationship will terminate upon our sending you our last statement reflecting legal services. Upon termination, we will have no further duty to inform you of future developments or changes in law as may be relevant to such matter. Further, unless you and the Firm mutually agree in writing to the contrary, we will have no obligation to monitor renewal, expiration, or notice dates or similar, deadlines which may arise from the matters for which we had been retained. If, at any time, our engagement is limited to a specific matter, and at the time such matter is completed we are not representing you in any other matters, our attorney -client relationship will be deemed terminated whether or not we send you 6letter to confirm such termination. Thereafter, if you and the Firm mutually agree to engage on a nfatter or matters, these Terms of Service (and any applicable Engagement Letter) - would then become effective. If permission forwithdrawai is required by a court, we shall apply promptly for such permission and termination shall coincide with the court order for withdrawal 11. CLIENT FILES AND RECORDS RETENTIONIDISPOSAL The Firm maintains files relating to the matter(s) in which we represent you that may contain materials received from you and other materials not received from you, but which are reasonably necessary to our representation of you, including, for instance, correspondence with you or third -parties on your behalf, executed copies of agreements, filings, pleadings, deposition transcripts, and closing binders. Together, these materials are your Client File. The Client File is your property. The Client File does not include 11 materials or documents that include our attorney work product, mental impressions, notes, drafts, or internal firm correspondence or emails (together, "Work Product"). You agree that Work Product shall be and remain our property and shall not be considered part of your Client File. At the conclusion of a. matter, you have the right to take possession of your Client File (not including Work Product) or direct us to dispose of the files. We will be entitled to make and retain copies of all or part of the Client File, at our own discretion and expense. Furthermore, at the conclusion of a matter, we may request that you consent to the return of documents, data or other property received from you or from third parties. You agree to cooperate in the return by the Firm of any such materials. If you do not take possession of or direct us to dispose of the Client File at the conclusion of a matter, the Firm will store the Client File at its expense fora period of not less than seven .(7) years following the conclusion of the matter. You agree that we may dispose of the Client File following the end of that period without further notice or obligation to your Our retention of the Client File shallrnot constitute or be deemed to indicate the existence of an ongoing attorney -client relationship. 12. CONSULTATION WITH COUNSEL We may consult with Our own counsel, whether outside counsel or attorneys inside the Firm.who do not 'perform work for you on the matter, regarding compliance with the Rules of Professional Conduct or our representation of you.. These consultations may be on our own behalf and will not.be:charged to you. To the extent that we are addressing the Firm's own rights or responsibilities regarding the,matter, a conflict of interest might be deemed to exist between the Firm and you. You hereby consent to such . consultation, and waive any claim of conflict of interest based on such consultation or resulting communications that could otherwise disqualify us from continuing to represent you orfrom acting on our: own behalf, even if doing so might be deemed adverse to your interests. You acknowledge that the communications related to the consultations are protected by the Firm's own attorney -client privilege from disclosure to you. 13. SEVERABILITY If any provision of the Engagement Terms is held invalid or unenforceable byanycourt or arbitrator of competent jurisdiction, the other provisions of the Engagement Terms shall remain.in full force and effect._ Any provision of the EngagementTermsheld invalid or unenforceable only inpark.or degree will remain in full force and effect to the extent not held invalid or unenforceable. Our waiver of any of the Engagement Terms shall not be deemed a further or continuing waiver of such term or anyother.term unless specifically stated. 14. CLIENT DUTY TO COOPERATE In order to best represent -your interests in the Engagement, we will require information from you that we may request from time.to time. It is critical. that this information is complete and accurate. It is your duty to provide such information and to inform us immediately if such information is no longer accurate. 12 Ejhjubmmz!tjhofe! Bohjf! cz!Bohjf!Bdfwfep! DATE(MM/DD/YYYY) 06/15/2022 CERTIFICATE OF LIABILITY INSURANCE Ebuf;!3133/17/27! 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 Bdfwfep BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED 27;56;13!.18(11( 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). CONTACT PRODUCER NAME: Aon Risk Services Central, Inc. PHONE FAX (312)381-1000(312) 381-7007 (A/C. No. Ext): (A/C. No.): Chicago IL Office E-MAIL 200 East Randolph ADDRESS: Chicago IL 60601 USA Holder Identifier : INSURER(S) AFFORDING COVERAGENAIC # INSURED Scottsdale Ins Company41297 INSURER A: DLA Piper LLP (US) National Fire & Marine Ins Co20079 INSURER B: 11911 Freedom Drive #300 Swiss Re International SEAA1370020 INSURER C: Reston, VA 20190 USA National Fire Ins. Co. of Hartford20478 INSURER D: Valley Forge Insurance Co20508 INSURER E: The Continental Insurance Company 35289 INSURER F: 570093601272 COVERAGESCERTIFICATE 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. Limits shown are as requested INSR ADDL SUBRPOLICY EFF POLICY EXP TYPE OF INSURANCEPOLICY NUMBER LIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) D 12/31/202112/31/2022 6016391142 $1,000,000 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE General Liability DAMAGE TO RENTED $1,000,000 OCCUR CLAIMS-MADEX PREMISES (Ea occurrence) MED EXP (Any one person)$15,000 PERSONAL & ADV INJURY ,000,000 $1 $2,000,000 GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: PRO- X POLICYLOC $2,000,000 PRODUCTS - COMP/OP AGG JECT OTHER: 570093601272 COMBINED SINGLE LIMIT E 12/31/202112/31/2022 6016391125 AUTOMOBILE LIABILITY $1,000,000 (Ea accident) Auto BODILY INJURY ( Per person) ANY AUTO SCHEDULED BODILY INJURY (Per accident) OWNED AUTOS AUTOS ONLY PROPERTY DAMAGE NON-OWNED HIRED AUTOS X X (Per accident) AUTOS ONLY ONLY Certificate No : F 12/31/202112/31/2022 6057196163 $2,000,000 EACH OCCURRENCE X X UMBRELLA LIAB OCCUR Umbrella $2,000,000 AGGREGATE CLAIMS-MADE EXCESS LIAB DED RETENTION WORKERS COMPENSATION AND 12/31/202112/31/2022 F PER STATUTE 6056820822 OTH- X ER EMPLOYERS' LIABILITY F 12/31/202112/31/2022 Y / N 6056820836 ANY PROPRIETOR / PARTNER / EXECUTIVE E.L. EACH ACCIDENT$1,000,000 Y N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH)E.L. DISEASE-EA EMPLOYEE$1,000,000 If yes, describe under ( E.L. DISEASE-POLICY LIMIT$1,000,000 DESCRIPTION OF OPERATIONS below!! ( ! ( !!! ( ! C PSLNS2101120 12/01/202112/01/2022$5,000,000 Lawyers ProfIn excess of ((((((( B 12/01/202112/01/2022 42EPP30311906%! && ' A 12/01/202112/01/2022$$&"( LWS0000978 ' " ' (((& !!!! ($ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)! $ % $$($ ## Lawyers Profession: In excess of $5,000,000 per claim and in the aggregate (as more fully described in the Policy wording) (" ! "" ! (Limits shown are as requested) $&$"($ ' $ ## ("$ !! " !'#! $ (#"#$('!!("%'#((&$'%$#$$#!((%%%"&("'#(%&(!!('(#(#%#!$&((#!!!(((((((!(!!!(!(!!( #% $$$( !# ( #!!!! &$"( # ( # $$ # (" !! ($"" ! $ #'#% $$ # (" CERTIFICATE HOLDERCANCELLATION ! " '#!! " %# $$$($ # SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE (" ! """ EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE '# " # $($& POLICY PROVISIONS. ## ("$ ! ""$" #' City of Santa Ana " AUTHORIZED REPRESENTATIVE !' ""& ! 20 Civic Center Plaza (M-30) ($$ '!!! P.O. Box 1988& % ((""& ' Santa Ana, CA 92702-1988 USA & # ($& !!! ( ! ( ! ( ! ((((((((!(!(!(!!!((('"'"'!%&&("""!((''"(!!'$!%&&($!(&&$"#('($&!'#"!!($'%"&(("%($#""#!('$%"&"!#"(("""#!(%##&!!#($#(&""$!(!'###$&(((((((( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD From:City of Santa Ana To:Quintana, David; Flores, Sandra Subject:Internal Notice of Compliance Date:Friday, October 6, 2023 10:32:02 AM NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor DLA Piper LLP Name: Project N-2022-168 Number: Project Legal Services Agreement With DLA Piper LLP (US) 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 coverage(s) are: POLICYEXPIRATION TYPE OF INSURANCECOI DATEFILE NAME NUMBERDATE DLA Piper - City of Santa AUTOMOBILE LIABILITY601639112512/31/202309/18/2023 Ana - Certificate.pdf DLA Piper - City of Santa GENERAL LIABILITY601639114212/31/202309/18/2023 Ana - Certificate.pdf DLA Piper - LAWYERS PROFLWS000107212/01/202311/30/2022 COI.pdf DLA Piper - WORKERS COMPENSATION ANDCity of Santa 605682082212/31/202309/18/2023 EMPLOYERS' LIABILITYAna - Certificate.pdf Thank you,