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HomeMy WebLinkAboutA6980 - WOODRUFF, SPRADLIN & SMART AGREEMENT FOR ATTORNEY SERVICES THIS AGREEMENT (the "Agreement") is made and entered into as of this 1��day of 2017, by and between the CITY OF PALM SPRINGS, a California charter city ("City4 and the law firm of WOODRUFF, SPRADLIN & SMART, a Professional Corporation (hereinafter "WS&S"). RECITALS A. WS&S has provided legal services to City, including services as city attorney, for twelve (12) years. B. City desires to continue its attorney-client relationship with WS&S. C. The City and WS&S desire to contract as to the terms and conditions whereby WS&S will provide legal services for the City as may be requested or required by the City Attorney, such legal services may include without limitation transactional, litigation, and code enforcement services. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: AGREEMENT 1. Retention of WS&S. City hereby retains and employs WS&S to provide legal services as may be requested or required in support of the City Attorney or the City Council. Such services include but are not necessarily limited to municipal transactional services, civil litigation, and code enforcement litigation. City's decision to engage WS&S hereunder is based upon the true and correct recitals above, incorporated by this reference herein. 2. Independent Contractor. WS&S and any attorneys or other persons employed by WS&S, shall at all times be considered an independent contractor and not an employee of the City and not entitled to any benefits of the City's employees. Except to the extent provided herein, the City and its employees shall not have any control over the conduct of WS&S. 3. Fees, Costs, and Expenses. 3.1 City agrees to pay WS&S at the rates set forth in Exhibit "A," which is attached hereto and is incorporated herein by reference. WS&S may adjust the rates no more than once in a calendar year after providing City with at least thirty (30) days prior written notice. 3.2 City agrees to pay out-of-pocket costs and expenses associated with WS&S' work pursuant to Exhibit "A". ORIGM BID ANDIORAGREEMENT 4. Statements/Task-BillinLy. WS&S shall prepare and present to City detailed monthly statements for professional and other services rendered to City for the month preceding the statement, indicating each task performed by WS&S. City shall pay the statements within 30 days of receipt of the same. WS&S shall update City, upon request, regarding the status of WS&S' billings. 5. Insurance and Indemnification. 5.1. WS&S shall cant' Professional Liability/Errors and Omissions insurances in an amount not less than $2 million per occurrence and $4 million in aggregate. The City shall be named as a certificate holder and an additional insured on the Automotive Liability policy. All insurance coverage shall be provided by an insurance company with a rating of A-, VII or greater in the latest edition of Best's Insurance Guide and authorized to do business in the State of California. Such policies shall not be canceled or materially changed absent 30 days' prior written notice to the City. With respect to Professional Liability/Errors and Omissions insurance, WS&S agrees to maintain such insurance for at least three years after termination of this Agreement as long as such insurance is reasonably available on the market. 5.2. WS&S agrees to indemnify, defend and hold harmless, the City, its City Council, officers, agents and employees from and against and claim, demands, damages, injury or judgment which arises out the negligent performance or willful misconduct of WS&S in performing under this Agreement. 6. Mediation. Except as provided herein, no civil action with respect to any dispute, claim, or controversy arising out of or relating to this Agreement may be commenced until the matter has been submitted to non-binding mediation. Any Party may commence mediation by providing to the other Parties a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with one another in selecting a mediator and in scheduling the mediation proceedings. If the Parties are unable to agree upon a mediator, then JAMS shall select one from its panel of neutrals serving the Riverside County area. The Parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Any Party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, no Party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 45 days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the Parties so desire. The provisions of this subsection may be enforced by any Court of competent jurisdiction. 2 7. Term and Termination. The term of this Agreement shall commence on May 8, 2017 and shall continue until terminated by either party. WS&S shall serve under the terms of this Agreement at the pleasure of City. City hereby reserves the right to terminate this Agreement upon fifteen (15) days written notice to WS&S for any reason or for no reason, and further reserves the right to require WS&S to substitute attorney personnel as to any matter wherein WS&S is providing services. If WS&S' services are terminated hereunder, all unpaid charges shall be due and payable to WS&S for work actually performed up to the time of termination and for any other work it completes at the direction of the City. WS&S may terminate this Agreement with or without cause upon sixty (60) days written notice to the City. 8. Notice. Any notices required by this Agreement shall be given by personal service or by delivery of such notice by first-class mail, postage prepaid. Such notices shall be addressed to each party at the address listed below. Either party may change the information in such notice upon written notice as provided herein. City: WS&S: City of Palm Springs Woodruff, Spradlin & Smart 3200 E. Tahquitz Canyon Way 555 Anton Boulevard, Suite 1200 Palm Springs, CA 92263-2743 Costa Mesa, CA 92626 Attn: City Attorney Attn: Managing Director Phone: 760-323-8205 Phone: 714-558-7000 9. City Officers and Employees; Non-Discrimination. 9.1 No officer or employee of the City shall be personally liable to the WS&S, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to WS&S or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 WS&S acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall WS&S enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. WS&S warrants that WS&S has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 In connection with its performance under this Agreement, WS&S shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. WS&S shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 3 10. Conflicts of Interest. WS&S represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any legal representation which is in conflict with the legal services to be provided the City under this Agreement. WS&S represents that no City employee or official has a material financial interest in WS&S. During the term of this Agreement and/or as a result of being awarded this contract, WS&S shall not offer, encourage or accept any financial interest in WS&S's business from any City employee or official. 11. Files. All legal files of WS&S pertaining to the City shall be and remain the property of City. WS&S shall control the physical location of such legal files in a secure and accessible location during the term of this Agreement and be entitled to retain copies of such files, at WS&S' expense, upon termination of this Agreement. 12. Modifications to the Agreement. Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of WS&S' professional services to be rendered hereunder shall require the written approval of the parties. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by WS&S and paid by the City. 13. Assignment and Delectation. This Agreement contemplates the personal professional services of WS&S and it shall not be assigned or delegated without the prior written consent of the City. WS&S shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest and where otherwise agreed to by the parties hereto. 14. Legal Construction. 14.1 This Agreement is made and entered into in the State of California and shall, in all respects, be interpreted, enforced and governed under the laws of the State of California. 14.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 14.3 The article and section, captions and headings herein have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. 14.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural. 15. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and contains all covenants and agreements between the parties with respect to such matter. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated in the preamble to this Agreement and represent that they are authorized to bind their respective parties. ATTEST:: CITY OF PALM SPRINGS By; '`�"� By: Kathleen D. Hart, David Ready, Interim City Clerk City Manager APPROVED O FORM WOODRUFF, SPRADLIN & SMART By: By: Edward Z. Kotkin President/Managing Director City Attorney gppp Dj=Ff C y COUNCIL 5 EXHIBIT "A" WOODRUFF, SPRADLIN & SMART Rates and Billing Practices Hourly Rates for Legal Personnel All Attorneys $225.00 Specialty Transaction (see EXHIBIT Al) $250.00 Specialty Litigation (May only be authorized in advance by City Attorney on a case by case basis, not to exceed $325,00) Paralegals: $135.00 1. Billing Increment • Attorneys shall bill in increments of one-tenth of an hour(six minutes). • Travel time will be charged at hourly rates above. • Attorneys shall not bill for secretarial time, including time spent for document preparation, faxing, mailing, arranging for messengers, or calendaring. Costs and Expenses Extraordinary photocopying $0.25 per page or actual cost if sent out Parking at Courthouse Actual cost Filing fees, messenger fees Actual cost Jury fees, & expert fees Actual cost Computer research Actual cost Travel Costs (mileage) No cost Phone No cost Must be approved in advance by the City Attorney EXHIBIT "Al" The term "Specialty Transaction" includes the following two areas of legal work: 1. Environmental Law. Assist in the compliance with and the resolution of issues involving local, state, and federal environmental laws, including, without limitation, the California Environmental Quality Act,National Environmental Policy Act, and federal and state laws regarding air quality, water quality, endangered species, and historic resources for public projects and private projects subject to City review or approval. Also, assistance provided in the litigation of environmental matters in federal and state courts and before administrative bodies. 2. Personnel and Employment Law. Assist the City in the administration and implementation of the City's personnel rules and regulations, including without limitation all applicable provisions of the City's Municipal Code and memoranda of understanding with all bargaining units; interpretation and application of employment laws including but not limited to the Fair Employment and Housing Act, Americans with Disabilities Act, Family Medical Leave Act, Cal PERS statutes and regulations, and Firefighters and Police Officers Bill of Rights Act.