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HomeMy WebLinkAboutSTRADLING YOCCA CARLSON & RAUTH - 2012INSURANCE. '1401 �j v � i d WORK MAY NQ ¢ PROCEED CLERK OF COUNCIL N-2012-028 DATE: 2012 LEGAL SERVICES AGREEMENT � p_ CoA This LEGAL SERVICES AGREEMENT, made and entered into this .41day of K(�r ev) February, 2012, by and between Stradling Yocca Carlson & Rauth (hereinafter "Attorneys"), and Gert]-ji C: 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. City desires to employ Attorneys to assist the City Attorney's Office in the provision of specialized legal services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of municipal finances, redevelopment law and economic development. 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 the representation of the City and general legal advice in the field of redevelopment and economic development, at the rates specified herein. 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. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for said legal services compensation at the rates set forth below. Total compensation under this Agreement shall not exceed $25,000. Shareholders/Partners $325 (including Thomas P. Clark, Jr.) Associates $250 Paralegals $140 3. METHOD OF PAYMENT. Attorneys shall submit a statement monthly, 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. 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 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. 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 also 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 2 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 the 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 City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax No. 714-647-6956 Courtesy Copy: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax No. 714-647-6515 To Attorneys: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660-6422 Direct Tel: 949-725-4091 Direct Fax: 949-823-5091 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 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 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 and documentation 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. G, IN WITNESS WHEREOF, the parties hereto have executed this Legal Services Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph Straka Interim City Attorney `, : �' J�-� By: Lisa E. Storck Assistant City Attorney RECOMMEND FOR APPROVAL: 'ja Nancy T. Ed w ds Interim Executive Director Community Development Agency CITY OF SANTA ANA Paul M. Walters Interim City Manager ATTORNEYS Stradling Yocca 1 By: Name: ? by > Title: E Rauth 91=T111A M-11INWFLIT �1117 1�1 1:12 holder. This certificate does not amend or alter the coverage afforded by the policy described beloNv. INSURED: Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport Beach, CA 92660 Federal ID #: 95-3347002 INSURER. Attorneys Insurance Mutual Risk Retention Group, Inc. COVIEiRAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE: Professional Liability POLICY ER: IP -0000-18/2011 POLICY PERIOD: July 1, 2011 to July 1, 2012 (12:01 a.m.) LIMIT: A minimum of $1,000,000 per claim and in aggregate including defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below, Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE City of Santa Ana HOLDER: 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 ISSUED BY- Attorneys Insurance Mutual Risk Retention Group, Inc, DATE ISSUED: March 16, 2012 AbTHORIZED REPRESENTATIVE Artex Risk Solutions, Inc. APPROVIE'D As @ro F011 41- LIS/\ E Assistant City Attorney 1/2" rtTt7T—MrJ=1 Miens no 7W on Me certnicaN holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport Beach, CA 92660 Federal ID #: 95-3347002 INSURER: Attorneys Insurance Mutual Risk Retention Group, Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the period indicated. Nohvitlistanding 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE. Professional Liability POLIO NUMBER: IP -0000-18/2011 POLICY PERIOD: July 1, 2011 to July 1, 2012 (12:01 a.m.) LIMIT: Amiaimum of $1,000,000 per claim and in aggregate including defense costs excess of a self-insured retention, CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives, CERTIFICATE City of Santa Ana acting as Successor Agency to the HOLDER: Community Development Agency of the City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. 1,0 DATE ISSUED: March 16, 2012 As " pity ftv AUTHORIZED REPRESENTATIVE Artex Risk Solutions, Inc. CERTIFICATE OF INSURANCE Number 1307 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport Beach, CA 92660 Federal ID #:95.3347002 INSURER: Attorneys Insurance Mutual Risk Retention Group, Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE: Professional Liability POLICY NUMBER: IP -0000-18/2012 POLICY PERIOD: July 1, 2012 to July 1, 2013 (12:01 a.m.) LIMIT: A minimum of $1,000,000 per claim and in aggregate including defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE City of Santa Ana HOLDER: Administrative Services Division Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED: July 10, 2012 �pBdV$U neo / c IORGK 1 orn 115a� 'Gty Attey ` Nsstst AUTHORIZED REPRESENTATIVE Artex Risk Solutions, Inc, IV, LDI z- OZ'' CERTIFICATE OF INSURANCE Number 1416 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport Beach, CA 92660 Federal ID #:95-3347002 INSURER: Attorneys Insurance Mutual Risk Retention Group, Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE: Professional Liability POLICY NUMBER: IP -0000-18/2013 POLICY PERIOD: July 1, 2013 to July 1, 2014 (12:01 a.m.) LIMIT: A minimum of $1,000,000 per claim and in the aggregate including defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE HOLDER: City of Santa Ana Administrative Services Division Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED: July 1, 2013 LISA S70 ;i�!: — Assistant Div ,',fun n,;, AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions. Inc. CERTIFICATE OF INSURANCE Plumber 2172 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below.. INSURED: Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport. Beach, CA 92.660 Federal ID : 95-3347002 INSURER: Attorneys Insurance Mutual Risk Retention Group, Inc. COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by pard claims. TYPE OF INSURANCE: Professional. Liability POLICY NUMBER: IP -0000-1802016 POLICY PERIOD: July 1, 2016 to July 1, 2017 (1.2:01 a.m.) LIMIT: A minimum of 51,000,000 per claim and in the aggregate including; defense costs excess of a self-insured retention. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.. CERTIFICATE City of Santa Ana HOLDER: Attn: Sonia Carvalho/City Attorney Administrative Services Division Community Development Agency 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 ISSUED BY: DATE ISSUED: Attorneys Insurance Mutual Risk Retention Group, Inc. July 1, 2016. AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc.