HomeMy WebLinkAboutBANNAN, GREEN, FRANK & TERIZAN 1-2006
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INSdRANCE Nul ON fiLe
WQfIK MAY NQ1 PROCEED
CLERK Or COUNCIL
DATE: ). -Ify D(;
A-2006-007
LEGAL SERVICES AGREEMENT
This AGREEMENT, made and entered into this 3" day of January 2006 by and between Bannan, Green,
Frank & Terzian, LLP (hereinafter "Attorneys"), and the City of Santa Ana, a charter city and municipal corporation
of the State of Cali fomi a ("City")
RECITALS
A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City in
regard to a personnel matter, and
B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and
knowledge in the field of employment and personnel law and desire to undertake said employment.
NOW THEREFORE, in consideration ofthe mutual and respective promises. and subject to the terms and
conditions hereinafter set forth, the parties agree as follows:
I. EMPLOYMENT OF ATTORNEYS.
City hereby agrees to and does employ Attomeys, Richard Terzian and Kristin Peiletier, to assist its City
Attorney in the matter of "Raul Quintero v City of Santa Ana, et aI., Orange County Superior Court #05CC 13200".
Attorneys accept said employment and agree to perfonn, in timely and efficient manner all such services as may be
requested by the City Attorney.
2. PAYMENT FOR SERVICES RENDERED.
A. FEES
City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in fuil for ail
of said services in regard the stated lawsuit, compensation at a maximum rate of $265 per hour for work performed.
B. REIMBURSEMENT FOR COSTS
City agrees to reimburse Attorneys for out-of-pocket expenses including mileage authorized by the City
Attorney in connection with the performance of duties under this Agreement.
3. METHOD OF PAYMENT
Attorneys shall, by the 10" day of each month, submit a statement, specifying the services performed, dates
and number of hours, itemization of expenses related thereto.
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.
Attorneys will notiI)< City promptly of any settlement offer received by Attorneys. 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 employment hereunder is tenninated by City, as hereinafter specified,
they shall return to City Att0rney 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.
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5. ATTORNEYS INDEPENDENT CONTRACTORS.
It is mutually agreed by and between the parties that, in the perfonnance of their covenants hereunder,
Attorneys are and shall be independent contractors, and not officers or employees of City.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attorney
of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $] ,000,000
per claim, and maintain such insurance throughout the term of this Agreement.
If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails Of
refuses 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. Attorneys waive
the right to receive compensation and agree to indemnify the City for any work performed prior to approval of
insurance by the City.
7. 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 arising out of
Attorneys' performance or conduct of this Agreement.
8 CONFIDENTIALITY
If Attorneys receive from the City information which due to the nature of such information is reasonably
understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information
except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect
its own information of Eke importance, but in no event less than reasonable care. ""Confidential Information" shall
include all nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential infonnation 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 ofthe 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.
9. CONFLICT OF INTEREST CLAUSE
Attorneys covenant that it presently has no interests and shaH not have interests, direct or indirect, that
would contlict in any manner with performance of services specified under this Agreement.
10. 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;
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Telefacsimile (714) 647-6515
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To Attorneys:
Richard Terzian
Bannon, Green, Frank & Terzian
555 S. Flower Street, Suite 2700
Los Angeles, California 90071-2420
Telefacsimile (213) 362-1188
A party may change its address by giving notice in writing to the other party. Thereafter, 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.
II. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exc1usiv~ 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 terms or conditions of any other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor 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 party, which are not embodied herein.
12. 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 shaH 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.
13. 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 perfonned by Attorneys prior to receipt of such notice of
tennination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this
Agreement as of such date.
Attomeys may terminate this agreement, subject to their obligation to provide reasonable notice 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 any litigation 1n which Attorneys may be involved.
14. DISCRIMINATION
Attorneys shaH not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys
affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
15. 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 shaH be determined and governed by the laws
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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.
16. MISCELLANEOUS PROVISIONS
Each undersigned repres.ents and warrants that its. signature hereinbelow has the power, authority and right to
bind their respective parties to each of the tenns 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
ATTEST:
Patricia E. Healy
Clerk of the Council
CITY OF SANTA ANA, a charter city and municipal
::rporatiO{2~ /17t2~~
DavidN.Ream ~
City Manager
APPROVED AS TO FORM:
BANNAN, GREEN, FRANK & TERZIAN
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.p'loseph W. Fletche;;.-:
City Attorney )/
~~
Richard R. Terzian Y
Partner
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FROM-BANNAN GREEN FRANK TERZiAN
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