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Home My WebLink AboutSNR DENTON US LLP - 2011tNSIJRANi,r s vVQRK MAY RRCCEEL UNTIL INS 1 BRA "d `E EY'IRE' CLERK OT DATE. <' S LEGAL SERVICES AGREEMENT A- 2011 -141 This AGREEMENT, made and entered into this : i g-ts day of May 2011 by and between SNR Denton US LLP, a professional law corporation (hereinafter "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 "). d L RECITALS A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City, and J B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in a broad range of complex litigation, including class �^ actions, and desire to undertake said employment. 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. EMPLOYMENT OF ATTORNEYS. City hereby agrees to and does employ Attorneys, for the compensation hereinafter specified, to assist the City Attorney in transactional and litigation services related to City matters and other legal issues when and as requested by the City Attorney to do so. Attorneys accept said employment and agree to perform, in timely and efficient manner all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED. A. FEES. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at the rates set forth in Exhibit A, attached hereto and made a part hereof by this reference. B. REIMBURSEMENT FOR COSTS. City agrees to reimburse Attorneys for out -of- pocket expenses authorized by the City Attorney in connection with the performance of duties under this Agreement. 3. METHOD OF PAYMENT. Attorneys shall submit a statement monthly, specifying the services performed, dates, and number of hours of services performed, and 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. 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 terminated by City, as hereinafter specified, they shall return to City Attorney 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. ATTORNEYS 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. 6. INSURANCE. Attorneys shall provide proof to the City Attorney 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 fails or refuses to produce and maintain the insurance required by this section or fails or 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. 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' negligent or wrongful 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 like 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 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. 9. 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. 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: Clerk of the Council C/O Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 telefacsimile (714) 647 -6956 Courtesy Copy City Attorney C/O Office of the City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647 -6515 To Attorneys: SNR Denton US LLP C/O Robert F. Scoular, Partner 601 South Figueroa Street Suite 2500 Los Angeles, CA 90017 -5704 Telefacsimile (213) 623 -9924 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. 11. 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 terms 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 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 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. 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 performed by Attorneys prior to receipt of such notice of termination. As a 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 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 in which Attorneys may be involved. 14. DISCRIMINATION. Attorneys shall 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 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. 16. 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. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Jose Sandoval r' Chief City Attorney CITY OF SANTA ANA David N. Ream City Manager SNR DENTON US LLP By: Robert F. Scoular Partner Tax ID No. 36- 1796730 WR Exhibit A Fee Schedule Attorney Rate /per hour Robert F. Scoular $680 Gregory R. Naron $540 "0") blipe4& Verification of Insurance We, the undersigned insurance brokers, hereby verify that Underwriters at Lloyd's of London (lead) and Various Insurance Companies have issued the following described insurance, each for their own part and not one for the other, and which is in force as the date hereof: Issued to Assured 200 S. Wacker Suite #3030 Interest: Chicago, IL 60606 Office 312.207.0011 Limit: Fax 312.207.0022 To Whom it May Concern SNR Denton US LLP and others, as more fully described in the Primary Policy wording. 7800 Sears Tower Chicago, IL 60606 -6404 B1051YO050470Y Underwriters as Lloyd's (lead) and Various Insurance Companies 12:01 a.m. March 30, 2011 to 12:01 a.m. October 1, 2012 Central Standard Time at the Principal Address of the Assured Professional Liability Insurance as more fully defined in the policy wording In excess of $50,000,000 per claim /$100,000,000 in the aggregate Coverage is subject to the terms, conditions, exclusions and limitations of the proquesti nsurance.com Policy(ies). This document is furnished as a matter of information only and is privileged and confidential. This document does not make the person or organization to which it is provided an additional Assured, nor does it modify in any manner the contract of insurance between the Assured and the Insurer(s). Any questions regarding this coverage should be directed to me at (312) 930 -1474 ProQuest I a division of Alliant By: YN(u Peter L. Vexter Executive Vice President Date: May 13, chicago new york Principal P R O Q U E S T' Address: a division of alliant INSURANCE, Policy No RISK MANAGEMENT. Insurer: FOR LAW FIRMS. WORLDWIDE. Period: 200 S. Wacker Suite #3030 Interest: Chicago, IL 60606 Office 312.207.0011 Limit: Fax 312.207.0022 To Whom it May Concern SNR Denton US LLP and others, as more fully described in the Primary Policy wording. 7800 Sears Tower Chicago, IL 60606 -6404 B1051YO050470Y Underwriters as Lloyd's (lead) and Various Insurance Companies 12:01 a.m. March 30, 2011 to 12:01 a.m. October 1, 2012 Central Standard Time at the Principal Address of the Assured Professional Liability Insurance as more fully defined in the policy wording In excess of $50,000,000 per claim /$100,000,000 in the aggregate Coverage is subject to the terms, conditions, exclusions and limitations of the proquesti nsurance.com Policy(ies). This document is furnished as a matter of information only and is privileged and confidential. This document does not make the person or organization to which it is provided an additional Assured, nor does it modify in any manner the contract of insurance between the Assured and the Insurer(s). Any questions regarding this coverage should be directed to me at (312) 930 -1474 ProQuest I a division of Alliant By: YN(u Peter L. Vexter Executive Vice President Date: May 13, chicago new york "40) how"JI& )�-201 1-� 4 � Verification of Insurance We, the undersigned insurance brokers, hereby verify that Underwriters at Lloyd's of London (lead) and Various Insurance Companies have issued the following described insurance, each for their own part and not one for the other, and which is in force as the date hereof: Issued to: Assured: Principal P R U Q U E S T" Address: a division of alliant To Whom it May Concern SNR Denton US LLP and others, as more fully described in the Primary Policy wording. 233 South Wacker Drive, Suite 7800 Chicago, lL 60606 United States of America INSURANCE. Policy No.: 81051 YO05047OZ RISK MANAGEMENT. FOR LAW FIRMS. Insurer: Underwriters at Lloyd's of London (lead) and Various Insurance WORLDWIDE. Companies 200S.Wacker Period: 12:01 a.m. October 1, 2012 to 12:01 am October 1, 2013 Suite #3030 Central Standard Time at the Principal Address of the Assured Chicago, IL 60606 Office 312.207.0011 Interest: Professional Liability Insurance as more fully defined in the policy Fax 312.207.0022 wording proquestinsurance.coro Limit: In excess of $50,000,000 per claim/$100,000,000 in the aggregate Coverage is subject to the terms, conditions, exclusions and limitations of the Policy(ies). This document is furnished as a matter of information only and is privileged and confidential. This document does not make the person or organization to which R is provided an additional Assured, nor does it modify in any manner the contract of insurance between the Assured and the Insurer(s). Any questions regarding this coverage should be directed to me at (312) 930 -1474. ProQuestI a division of Alliant By: �J Peter L. Vexter Executive Vice President chkago Date: October 1. 2012 APPROVED AS 1'4 FORM Laura Stitt *edy Assistant City Attorney new york