Resolution No. 2016-022RESOLUTION NO. 2016-22
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE GENERAL FORM OF ATTORNEY
SERVICES CONTRACTS
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, an open and transparent, competitive bidding and
purchasing process serves the interests of all of Vernon's stakeholders
and constituencies, including its individual, corporate and business
residents, as well labor organizations and workers within Vernon, all
of whom deserve the highest quality of municipal services; and
WHEREAS, on December 18, 2012, the City Council of the City
of Vernon adopted Ordinance No. 1200, as amended by Ordinance No. 1221
on May 20, 2014, amending Article IV of Chapter 2, Sections 2.17
through 2.31, to make necessary changes to the City's purchasing
system in order to create the foundation for an open and transparent,
competitive bidding and purchasing process; and
WHEREAS, Article IV of Chapter, Section 2.17.34 provides
that the City Council shall approve, by Resolution, the general forms
of contract, purchase order contracts, notice inviting bids, and the
general provisions of bid specifications and request for proposals for
use in City purchasing; and
WHEREAS, on February 5, 2013, the City Council of the City of
Vernon adopted Resolution No. 2013-23, approving the General Form of
Personal Service Contracts, Types of Insurance and Indemnity, Purchase
Order Contracts, Requests for Proposals and Attorney Services
Contracts; and
WHEREAS, by memorandum dated May 17, 2016, the City Attorney
has recommended the approval of the general form of Attorney Services
Contracts in order to update changes in current law or procedure, and/or
increase efficiency and the office's ability to conduct meaningful
oversight of outside legal work and costs; and
WHEREAS, the City Council of the City of Vernon desires to
approve the general form of attorney services contracts.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA), because it is a continuing administrative activity that
will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378.
SECTION 3: The City Council of the City of Vernon hereby
approves and adopts the general form of attorney services contracts
for use by the City Attorney's Office as attached hereto as the
following Exhibits:
A. Attorney Services (Litigation) Agreement.
B. Attorney Services (Transactional) Agreement.
SECTION 4: The City Council of the City of Vernon hereby
authorizes and empowers the City Attorney to make whatever
administrative and non -material changes to the approved documents, as
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are necessary from time -to -time in order to carry out the intent of
this Resolution.
SECTION 5: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 17th day of May, 2016.
Name: William J. Davis
Title: Mayor / r Pro -
ATTEST:
aria E Ayala
City Clerk /
APPROVED AS TO FORM:
Zay4�h Moussa, Senior Deputy City Attorney
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Maria E . Ayala City Clerk the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 2016-22, was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, May 17, 2016, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this t(5?4--day of May, 2016, at Vernon, California.
(SEAL)
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aria E Ayala
City Clerk / e-p-uty G t�rl
EXHIBIT A
ATTORNEY SERVICES AGREEMENT (LITIGATION) BETWEEN THE CITY OF
VERNON AND [ASSOCIATE COUNSEL] REGARDING [CASE NAME]
COVER PAGE
Associate Counsel:
Responsible Principal of Associate Counsel
Notice Information - Associate Counsel
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
[insert name of Associate Counsel]
[insert name, title]
[insert name of Associate Counsel]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[insert commencement date]
[insert termination date]
Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 12.2
ATTORNEY SERVICES AGREEMENT (LITIGATION) BETWEEN THE CITY OF
VERNON AND [NAME OF FIRM] REGARDING [CASE NAME]
This Agreement is entered into by and between the City of Vernon, a California charter
City and California municipal corporation ("City") and [Associate Counsel's Name], a [State
incorporated in] corporation ("Associate Counsel"). City and Associate Counsel are collectively
referred to herein as the "Parties."
RECITALS
[OPTION 1: ONGOING / AS -NEEDED AGREEMENT]
WHEREAS, the City, acting through its City Attorney, desires to engage
Associate Counsel, in association with the City Attorney, to assist the City Attorney in various
cases in litigation, and to provide advice and assistance in other legal matters from time to time;
and
[OPTION 2: ONE-TIME CASE ASSIGNMENT]
WHEREAS, a lawsuit entitled was filed in [insert
name of court or other tribunal], Case No. herein referred to as the "Action"; and
WHEREAS, Associate Counsel possesses the skills, qualifications and
experience necessary to assist as Associate Counsel in the Action; and
WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City
Attorney," is the chief legal advisor and litigator for the City and is charged with the responsibility
of protecting the interests of the City, its Council, officers, employees and agents in any litigation
initiated by or against the City, its Council, officers, employees and agents as provided for by
California law and the Charter and ordinances of the City;
WITNESSETH:
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 Scope of Services.
Associate Counsel hereby is associated as Counsel of Record in association with
the City Attorney to perform such legal services as may be required from time to time in
connection with assigned litigation and other matters as specified in Exhibit "A" hereto.
[principal member name], a principal member of the firm of Associate Counsel, shall be
responsible for the performance of services hereunder, shall personally handle all significant
matters, and shall supervise any services performed by other members of Associate Counsel's
firm and by its employees. It is understood that the City Attorney is chief counsel of record for
all purposes relating to litigation, and Associate Counsel's performance hereunder shall be
under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate
its services hereunder with the City Attorney to the extent required by said City Attorney, and
that all performances required hereunder by Associate Counsel shall be performed to the
satisfaction of said City Attorney.
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Associate Counsel shall report to and receive direction from the City Attorney
only, and not from any other Department Head or City staff.
2.0 Time of Performance.
The services of Associate Counsel are to commence as of the signing hereof
(the "Effective Date") and the written assignment of particular matters, provided, the
effectiveness of this Agreement is subject to approval by the City Council or City Administrator
(as appropriate), and shall be undertaken and completed in such sequence as to assure their
completion as expeditiously as is consistent with professional skill and care. This Agreement
shall automatically terminate three (3) years from the Effective Date, subject and pursuant to the
terms of this Agreement.
3.0 Litigation Budgeting.
Associate Counsel handling City matters will be expected to institute and to
adhere to litigation budgeting and planning procedures in the sole discretion of the City
Attorney. The general framework of the litigation budgeting and planning procedures is as
follows:
3.1 Case Budget:
3.1.1 Associate Counsel shall, if requested by the City Attorney,
provide a Litigation Plan and a Case Budget, or revisions
thereof, which will include a projection of recommended
steps to be taken in the litigation and a range of costs for
each step. The Plan and Budget will be reviewed and
updated as necessary, at least every twelve months, or as
more frequently requested by the City Attorney.
3.1.2 The Case Budget shall include an estimate of Associate
Counsel's attorneys' hours, fees and disbursements during
each phase and activity, including: 1) pre -commencement
(legal and factual research for the complaint or answer); 2)
pleadings; 3) motions (including research); 4) initial
discovery; 5) factual investigation of merits (interviewing
clients, employees and third parties); 6) review and
analyze City's documents; 7) expert (non -medical)
investigation and reports; 8) medical experts and
examinations; 9) legal research on merits; 10) more
thorough discovery (including the identity of deponents and
expected costs of each deposition and preparation); 11)
post -discovery pre-trial dispositive motions; 12) settlement
evaluation and negotiations; 13) trial preparation; and 14)
trial. All anticipated expenses must be listed and costs
estimated.
3.1.3 The Case Budget should include the anticipated cost of
each line item, the time estimated to complete it and the
identity (name, title, billing rate) of the primary attorney
handling it.
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3.1.4 Each line item should be given a code number that can be
used in the billing process and in preparation of updated
progress reports.
3.1.5 The Case Budget is not a fixed fee agreement and is
subject to revision. However, Associate Counsel
understands and agrees that failure to timely submit a
Case Budget or major unjustified deviations therefrom may
constitute a breach and result in termination of this
Agreement with Associate Counsel.
3.2 Litigation Plan.
3.2.1 In addition to the Case Budget, Associate Counsel shall
prepare a Litigation Plan, on forms as may be required by the City, at least every twelve months
or as more frequently requested. The Litigation Plan will start as an initial evaluation (before
substantial costs are incurred) and shall include, with a discussion (where applicable): a)
anticipated total costs; b) the primary issues and likely resolution; c) the probability of success —
either on the merits or on procedural grounds; d) a strategy for defense/offense/resolution,
including a settlement/trial recommendation based on a cost -benefit analysis; e) damages
claimed; f) evidence (i.e., witness, documentary or demonstrative) relevant to liability or
damages; g) recent developments such as law and motion rulings, judicial opinions in other
cases, and legislative/executive action; h) deposition summaries, if appropriate and cost
effective; and i) settlement demands. The Litigation Plan will be modified during the litigation as
the need arises. The City Attorney shall be consulted by Associate Counsel regarding the
component parts of projects/cases handled so that the City Attorney can determine, or secure a
determination from the City Council, as appropriate, tactics, strategy and whether a particular
activity makes sense from an economic standpoint or can be done more economically in
another fashion.
3.2.2 The City Attorney is to be consulted regarding staffing of
litigation and is to be advised of any significant shift in staffing.
3.2.3 The City Attorney is to be provided with copies of any
billing manuals or directions for billing practices in use by Associate Counsel within thirty (30)
days of signing this Agreement.
3.2.4 It is the policy of the City of Vernon to avoid a "deep
pockets" reputation by taking a "hard-nosed" approach to settlements, and by not giving
nuisance settlements. Settlement will generally be considered only where there is some liability
exposure. If there is no liability exposure, trial is generally the only option.
4.0 Compensation, Reimbursement and Methods of Payments.
4.1 Compensation.
Associate Counsel has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. Fees for all services provided hereunder by
all billers shall be charged in accordance with Exhibit "B", which is attached hereto and fully
incorporated herein by reference. The grand total compensation under this Agreement shall not
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exceed the amount of $[insert amount], without prior approval of the City Council and written
amendment of this Agreement.
4.2 Reimbursement.
In addition to the compensation provided above, the City will reimburse
Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15
cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and
ground transportation (in the amount set forth by the Internal Revenue Service standard mileage
rate). Any other expense (e.g., travel expenses or travel time beyond Southern California) must
be approved by the City Attorney in writing and in advance. No compensation shall be allowed
for general overhead or support services such as typing, word processing, scanning hard -copy
documents to .pdf format, secretarial time of any nature (normal, overflow or overtime), clerical
work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer
time or service, nor any other expense not itemized in the approved Case Budget or otherwise
approved by the City Attorney. There shall be no mark-ups on outside services.
4.3 The City Attorney must approve in advance any single
disbursement item in excess of $500.00, including, but not limited to, investigators, copying and
experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative
information services, including use of City employees. Associate Counsel will use City Staff in
lieu of outside experts whenever feasible.
4.4 The City expects moderation with regard to all expenses.
4.5 Method of Billing.
Unless otherwise agreed, Associate Counsel shall provide monthly bills
unless fees and costs for a particular month are insignificant (i.e., $500 or less), in which case
such charges will be added to the following month's bill. The following information must be
provided in monthly bills:
A. A detailed description of work, in time increments of .1 hour (one tenth of an
hour) for and by each and every individual billing services. Associate
Counsel shall keep the City advised regarding the identity and the billing
rates of those people who work on the litigation account.
B. Identification of the lawyer who is in charge of the matter.
C. Detailed disbursement breakdowns, including the nature and purpose of each
disbursement.
D. Each billing item will be separately stated on a separate line identifying the
biller, the time spent and the exact nature of the service rendered. Narrative
billing and block billing are unacceptable. For example, if numerous tasks
are undertaken in one day, each should be identified with a specified time for
performing that task, i.e. a telephone call, a court appearance, a meeting or
legal research. All tasks performed on the same day should be entered as
separate entries, identifying the time spent on each. Telephone conferences
should specify the participants and the subject matter discussed. The City
will not pay for vague descriptions for services which do not state the precise
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nature of the work performed and the need for the work. Words such as
"research", "strategy", "analysis", "discovery", "conference", "preparation",
"case management", "memorandum", "correspondence", "telephone call" or
"meeting," without an explanation of (1) the specific topic or subject matter,
(2) the persons involved, and (3) the need therefor, do not allow for
accountability and are therefore non -reimbursable.
E. The City will not pay for inter -office conferences among attorneys/billers
unless a conference is a necessary strategy meeting relating to some
significant legal issue or event, such as an upcoming trial, and then only one
attorney may be billed. Where charges are made for conferences, the
specific reason and need for each conference must be stated in detail, and
the participants identified.
F. Where charges are made for research time, the specific issue being
researched and the need must be identified. City has retained Associate
Counsel for its expertise, and therefore expects not to be billed for
introductory or background research. The City will not pay for attorneys, law
clerks and paralegals educating themselves or doing work of a transient
nature on the case.
G. The City expects the attorney assigned to the case to handle all significant
matters in the litigation. If other attorneys are assigned to assist the primary
attorney, the City must be notified. The City may request that the assigned
work be instead handled by the primary attorney. Thus, only those attorneys
or persons approved in advance by the City may bill on the case. Upon City
request, resumes will be provided for all persons (other than clerical or
secretarial) working on the case.
H. No more than two non -attorney support staff may bill on a particular case
without the prior approval of the City.
I. One paralegal may be used. Assignment of work to such paralegal should
not result in duplicative work by the attorneys or reworking of paralegal's
work. Paralegal shall not perform clerical work, such as filing, indexing, date -
stamping, organizing, etc., but shall perform work such as research,
summarizing depositions, investigation, interviews of witnesses, etc.
J. Upon request, each item billed must be coded to a specific Case Budget line
item, so a bill may be easily compared with the approved Case Budget.
K. A tracking system must be set up to periodically, at least every six months,
compare the amount of work completed to a percentage of the Case Budget
absorbed.
L. The City Attorney reserves the right to request various levels of detail and
specific formats (such as columnar comparisons with established budgets).
M. The City will not pay for more than one biller doing any task (e.g. two or more
attorneys attending the same depositions or the same court appearances, a
biller redoing the work of another biller, or duplicative entries for reviewing
and analyzing documentation and legal research).
N. Charges for time spent complying with billing inquiries and/or City audits are
non -reimbursable.
O. Photocopies of deposition transcripts shall be made whenever possible to
reduce deposition expenses.
P. No finance charge or interest will be paid by the City, nor billed by Associate
Counsel.
4.6 Timing of Payment.
The City shall pay Associate Counsel for services rendered and
costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly
basis.
5.0 Engagement of Other Counsel, Specialists or Experts.
Associate Counsel shall not engage or otherwise incur an obligation to
pay other counsel, specialists or experts for services in connection with this Agreement without
the prior written approval of the City Attorney.
6.0 Termination of Agreement and Legal Services.
Subject to the applicable provisions of the Rules of Professional Conduct
of the State Bar of California, this Agreement and all legal services to be rendered hereunder
may be terminated at any time by written notice from either party with or without cause. In such
event, all finished or unfinished documents, project data and reports, both originals and all
duplicate copies, in all forms and media requested by the City, shall immediately be turned over
to the possession of City, which owns all such materials. In the event of such termination,
Associate Counsel shall be paid for all satisfactory work, unless such termination is made for
cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in
light of the particular facts and circumstances involved in such termination.
7.0 Interest of Members of Local Public Agency.
No member of the governing body of the City, and no other officer,
employee or agent of the City who exercises any discretion, function or responsibility in
connection with the carrying out of any project to which this Agreement pertains, shall have any
personal interest, direct or indirect, in this Agreement.
8.0 General Procedures.
8.1 Copies of major pleadings, reports on significant developments
and quarterly status reports shall be submitted to keep the City Attorney advised of any major
developments in the lawsuit. Once the Litigation Plan is approved, Associate Counsel need not
advise the City of each and every step being taken. As long as Associate Counsel is complying
with the Litigation Plan, it should provide periodic reviews and information on significant matters.
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The City does not, however, want boilerplate routine letters announcing each and every
procedural step being taken.
9.0 Policy for Investigation and Discovery Assistance.
A copy of the City Attorney's Policy for Investigation and Discovery
Assistance is attached hereto as Exhibit "C" which is attached hereto and fully incorporated
herein by reference.
10.0 Conflict of Interest.
Associate Counsel certifies that no member, officer or employee of
Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted
by law.
Associate Counsel agrees to secure the informed written consent of the
City Attorney before accepting any representation adverse to the City (actual or apparent)
during the term of this Agreement, and to forego such representation if the City Attorney, in
his/her sole discretion, objects for any reason.
11.0 Maintenance and Inspection of Records.
11.1 The City and any other Federal, State or local governmental
agency, and any of their authorized auditors or representatives, shall have access to, and the
right to audit and reproduce any of Associate Counsel's records to the extent the City or such
other governmental agency deems necessary to ensure that City is paying only the amounts to
which Associate Counsel is properly entitled or for other purposes relating to the Agreement.
11.2 Associate Counsel shall maintain and preserve all such records
for at least three (3) years after termination of the Agreement or until an audit has been
completed and accepted in writing by City. Upon written notice by the City, the Associate
Counsel shall promptly make all such records available to auditors or other representatives of
the City or other governmental agencies.
11.3 If Associate Counsel does not maintain such records in the City of
Vernon, Associate Counsel shall either deliver said records at its expense to City or shall
promptly reimburse City for all reasonable costs incurred in conducting the audit at a location
other than the City of Vernon, including, but not limited to, expenses for personnel, salaries,
private auditors, lodging, meals and overhead.
12.0 Indemnity.
12.1 Associate Counsel agrees to indemnify City, its officers, elected
officials, employees and agents against, and will hold and save each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited
to professional negligence, that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the work, operations or activities of Associate Counsel, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the acts or
omissions of Associate Counsel hereunder, or arising from Associate Counsel's performance of
or failure to perform any term, provision, covenant or condition of this Agreement, except to the
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extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its
officers, elected officials, agents or employees.
13.0 INSURANCE.
Associate Counsel shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth below, for the duration of the
Agreement, including any extensions thereto.
13.1 Automobile Liability with minimum limits of at least
$100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal
vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if
written on a Commercial automobile liability form.
13.2 General Liability with minimum limits of at least $1,000,000
combined single limits written on an Insurance Services Office (ISO) Comprehensive General
Liability "occurrence" form or its equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage is required. The City of Vernon, its Council,
commissioners, officers, employees, agents and volunteers registered with the City of Vernon
must be endorsed on the policy as additional insureds as respects liability arising out of the
Associate Counsel's performance of this Agreement.
13.3 Professional Errors and Omissions coverage in a sum of at
least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be
purchased if non -renewed within three (3) years of completion of performance under this
Agreement. Applicable aggregates must be identified and claims history provided to determine
amounts remaining under the aggregate.
13.4 Associate Counsel shall comply with the applicable
sections of the California Labor Code concerning workers' compensation for injuries on the job.
Compliance is accomplished in one of the following manners:
13.1.1 Provide copy of permissive self-insurance certificate
approved by the State of California; or
13.1.2 Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal limit of
$1,000,000 per accident. The policy shall be endorsed to
waive all rights of subrogation against City, its Council,
commissioners, officers, employees, and volunteers for
losses arising from performance of this Agreement; or
13.1.3 Provide an insurance exemption form certifying that no
employees subject to workers' compensation law will be
used in performance of this Agreement.
13.1.4 Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be canceled
except after thirty (30) days' prior written notice to City.
PJ
13.1.5 Insurance shall be placed with insurers with a Best's rating
of no less than B:VIII.
13.1.6 Prior to commencement of performance, Associate
Counsel shall furnish City with a certificate of insurance for
each policy. Each certificate is to be signed by a person
authorized by that insurer to bind coverage on its behalf.
The certificate(s) must be in a form approved by City. City
may require complete, certified copies of any or all policies
at any time.
13.1.7 Failure to maintain required insurance at all times shall
constitute a default and material breach. In such event,
Associate Counsel shall immediately notify City and cease
all performance under this Agreement until further directed
by the City. In the absence of satisfactory insurance
coverage, City may, at its option: (a) procure insurance
with collection rights for premiums, attorney's fees and
costs against Associate Counsel by way of set-off or
recoupment from sums due Associate Counsel, at City's
option; (b) immediately terminate this Agreement; or (c)
self -insure the risk, with all damages and costs incurred, by
judgment, settlement or otherwise, including attorney's
fees and costs, being collectible from Associate Counsel,
by way of set-off or recoupment from any sums due
Associate Counsel.
14.0 Choice of Forum.
This Contract shall be governed by and construed in accordance with the
laws of the State of California. Associate Counsel agrees that the State and Federal courts
which sit in the State of California shall have exclusive jurisdiction over all controversies and
disputes arising hereunder, and submits to the jurisdiction thereof.
15.0 Incorporation by Reference.
This contract incorporates by reference the Request for Proposal and
specifications therein, and all attachments, and the Proposal by Associate Counsel, and all
attachments.
16.0 Order of Precedence.
In case of conflict between the terms of this Agreement and the terms in
any document attached as an exhibit or otherwise incorporated by reference, the terms of this
Agreement shall strictly prevail.
17.0 Living Wages.
Associate Counsel working on City service contracts of any amount, as to
all employees spending time on City contracts, shall observe the City's Living Wage Ordinance
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and all requirements thereof at all times on City contracts. The Current Living Wage Standards
are set forth in Exhibit "D". Upon request, certified payroll shall be provided to the City.
18.0 Equal Employment Opportunity Practices.
Associate Counsel certifies and represents that, during the performance
of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal
employment opportunity practices to assure that applicants, employees and recipients of service
are treated equally and are not discriminated against because of their race, religion, color,
national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital
status. Associate Counsel further certifies that it will not maintain any segregated facilities. The
Equal Employment Opportunity Practices provisions are set forth in Exhibit "E".
19.0 Ethical Guarantees
19.1 Associate Counsel warrants that no gratuities (in the form of
entertainment, gifts, or otherwise were offered or given by Associate Counsel, or any agent or
representative of Associate Counsel, to any officer or employee of City with a view toward
securing this Agreement or favorable treatment with respect to any determination concerning
the performance of this Agreement. In the event of breach of this warranty, City shall be entitled
to pursue the same remedies including, but not limited to, termination, against Associate
Counsel as it could pursue in the event of Associate Counsel's default.
19.2 Associate Counsel and its members shall comply with all
applicable federal, state and local laws and regulations, including the conflict of interest
provisions of Government Code Section 1090 and the Political Reform Act (Government Code
Section 81000 et seq.).
20.0 Right to Offset Claims for Money.
All claims of money due or to become due from City shall be subject to
deduction or offset by City from any monies due Associate Counsel by reason of any claim or
counterclaim arising out of: (i) this Agreement, or (ii) any purchase order, or (iii) any other
transaction with Associate Counsel.
21.0 Modification.
Any modification of this Agreement will be effective only if it is in writing
signed by all parties to this Agreement, and, where applicable, if it is approved by City Council.
22.0 Severability/Partial Invalidity.
If any term or provision of this Agreement, or the application of any term
or provision of this Agreement to a particular situation, shall be finally found to be void, invalid,
illegal, or unenforceable by a court of competent jurisdiction, then notwithstanding such
determination, such term or provision shall remain in force and effect to the extent allowed by
such ruling and all other terms and provisions of this Agreement or the application of this
Agreement to other situations shall remain in full force and effect. Notwithstanding the
foregoing, if any material term or provision of this Agreement or the application of such material
term or condition to a particular situation is finally found to be void, invalid, illegal, or
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unenforceable by a court of competent jurisdiction, then the parties hereto agree to work in good
faith and fully cooperate with each other to amend this Agreement to cant' out its intent.
23.0 Time of the Essence.
Time is of the essence in the performance of this Agreement.
24.0 No assignment by a party hereto of any rights under or interest in this
Agreement will be binding on another party hereto without the written consent of the party
sought to be bound; and specifically but without limitation, moneys that may become due and
moneys that are due may not be assigned without such consent (except to the extent that the
effect of this restriction may be limited by law), and unless specifically state to the contrary in
written consent to an assignment no assignment will release or discharge the assignor from any
duty or responsibility under the Agreement.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the City and Associate Counsel agree as set forth
hereinabove.
DATED:
DATED:
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
CITY OF VERNON, a California charter City
and California municipal corporation
By:
Hema Patel, City Attorney
[ASSOCIATE COUNSEL'S NAME], a [State
incorporated in] corporation
M-
Name:
Title:
13
EXHIBIT A
SCOPE OF SERVICES
14
IWA011".111
LAW FIRM
xxxxxxxxxxxxxxxx
Los Angeles, CA XXXXX
(XXX) XXX-XXXX
Hema Patel
City Attorney
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Plaintiff v. City of Vernon
City Attorney No.: XXXXX
Dear Mrs. Patel:
The following hourly fees are agreeable:
A) [Insert Partner Name], Partner $
B) [Insert Associate Name], Associate $
C) One paralegal $
Very truly yours,
For the Firm
15
EXHIBIT C
POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in
the defense of liability cases involving the City of Vernon or City employees. The objective is to
provide current and long-range investigative assistance and guidance on all liability cases.
Copies of the summons, complaint and claims investigation reports, if available, will be
forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.
2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further
investigative needs. The services of an investigating agency, approved by the City
Attorney, may be requested to assist Associate Counsel in their investigation. The agency
is to furnish this office with copies of all its reports.
3. After receiving Associate Counsel's request, the investigating agency commences the
specified investigation and outlines its recommendations for additional investigation, but
does not commence such additional investigation until specifically requested by Associate
Counsel to do so.
4. In addition to investigation, the investigating agency assists with such discovery, needed
diagrams, photographs and other information as may be requested by Associate Counsel.
5. Associate Counsel is requested to review the claims investigation file sent with the
assignment of defense so as to preclude unnecessary or duplicate investigative expenses.
6. Copies of the Vernon Municipal Code and other City documents can be readily obtained
from the City Attorney's Office.
7. Attendance at mandatory settlement conferences will include only Associate Counsel and
an attorney from the City Attorney's Office. Neither the Claims Coordinator nor
investigators shall attend unless specifically requested to do so by this office.
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EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Living Wages:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
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EXHIBIT E
EQUAL OPPORTUNITY EMPLOYMENT
PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement,
the contractor and each subcontractor shall adhere to equal opportunity employment
practices to assure that applicants and employees are treated equally and are not
discriminated against because of their race, religious creed, color, national origin, ancestry,
handicap, sex, or age. Contractor further certifies that it will not maintain any segregated
facilities.
B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants
for employment placed by or on behalf of Associate Counsel, state that it is an "Equal
Opportunity Employer" or that all qualified applicants will receive consideration for
employment without regard to their race, religious creed, color, national origin, ancestry,
handicap, sex or age.
C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has
not, in the performance of this Agreement, discriminated against applicants or employees
because of their membership in a protected class.
D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by
City, through its awarding authority, provide copies of all of its records pertaining or relating
to its employment practices, except to the extent such records or portions of such records
are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
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EXHIBIT B
ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF
VERNON AND [ASSOCIATE COUNSEL]
COVER PAGE
Associate Counsel:
Responsible Principal of Associate Counsel
Notice Information - Associate Counsel:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
[insert name of Associate Counsel]
[insert name, title]
[insert name of Associate Counsel]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[insert commencement date]
[insert termination date]
Total not to exceed $[insert amount]
(includes all applicable sales tax)
Three (3) years, pursuant to Section 12.2
ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF
VERNON AND [ASSOCIATE COUNSEL]
This Agreement is entered into by and between the City of Vernon ("City"), a California
charter City and California municipal corporation ("City"), and [Associate Counsel's Name], a
[State incorporated in] corporation ("Associate Counsel"). City and Associate Counsel are
collectively referred to herein as the "Parties."
RECITALS
[OPTION 1: ONGOING / AS -NEEDED AGREEMENT]
WHEREAS, the City, acting through its City Attorney, desires to engage Associate
Counsel, in association with the City Attorney, to assist the City Attorney in connection with
various transactions, and to provide advice and assistance in other legal matters from time to
time; and
[OPTION 2: ONE-TIME TRANSACTION ASSIGNMENT]
WHEREAS, the City is involved in a transaction specifically described as [insert
description] (the "[insert short name] Transaction"); and
WHEREAS, Associate Counsel possesses the skills, qualifications, and experience
necessary to assist as Associate Counsel in [OPTION 1 ] transactional matters [OPTION 2] the
[insert short name] Transaction; and
WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney,"
is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the
interests of the City, its Council, officers, employees and agents, as provided for by California
law and the Charter and ordinances of the City.
WITNESSETH:
NOW, THEREFORE, the Parties agree as follows:
1.0 Scope of Services.
Associate Counsel hereby is associated as Counsel of Record in association with
the City Attorney to perform such legal services as may be required from time to time in
connection with specific transactional matters and other legal matters as specified in Exhibit "A",
hereto. [principal member name], a principal member of the firm of Associate Counsel, shall be
responsible for the performance of services hereunder, shall personally handle all significant
matters, and shall supervise any services performed by other members of Associate Counsel's
firm and by its employees. It is understood that the City Attorney is chief counsel of record for
all purposes, and Associate Counsel's performance hereunder shall be under the direction and
supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder
with the City Attorney to the extent required by said City Attorney, and that all performances
required hereunder by Associate Counsel shall be performed to the satisfaction of said City
Attorney.
2
Associate Counsel shall report to and receive direction from the City Attorney
only, and not from any other Department Head or City staff.
2.0 Time of Performance and Term.
The services of Associate Counsel are to commence upon the signing
hereof ("Effective Date"), and the written assignment of particular matters, provided, the
effectiveness of this Agreement is subject to approval by the City Council or City Administrator
(as appropriate), and shall be undertaken and completed in such sequence as to assure their
completion as expeditiously as is consistent with professional skill and care. This Agreement
shall automatically terminate three (3) years from the Effective Date, subject and pursuant to the
terms of this Agreement.
3.0 Budgeting.
Associate Counsel handling specific City matters will be expected to
institute and to adhere to budgeting and planning procedures in the sole discretion of the City
Attorney. The general framework of the litigation budgeting and planning procedures is as
follows:
3.1 Budget:
3.1.1 Associate Counsel shall, if requested by the City Attorney, provide
a Plan and a Budget, or revisions thereof, which will include a
projection of recommended steps to be taken in the assigned
matter and a range of costs for each step. The Plan and Budget
will be reviewed and updated as necessary, at least every twelve
months, or as more frequently requested by the City Attorney.
3.1.2 The Budget shall include an estimate of Associate Counsel's
attorney's hours, fees, and disbursements during each phase and
activity.
3.1.3 The Budget should include the anticipated cost of each line item,
the time estimated to complete it, and the identity (name, title,
billing rate) of the primary attorney handling it.
3.1.4 Each line item should be given a code number that can be used in
the billing process and in preparation of updated progress reports.
3.1.5 The Budget is not a fixed fee agreement and is subject to revision.
However, Associate Counsel understands and agrees that failure
to timely submit a Budget or major unjustified deviations therefrom
may constitute a breach and result in termination of this
Agreement with Associate Counsel.
3.2 Plan.
3.2.1 In addition to the Budget, Associate Counsel shall prepare a Plan,
at least every twelve months, or as more frequently requested.
The plan will start as an initial evaluation (before substantial costs
3
are incurred) and shall include, with a discussion (where
applicable): a) anticipated total costs; b) the primary issues; and
c) tasks toward completion.
3.2.2 The City Attorney shall be consulted by Associate Counsel
regarding the component parts of projects/cases handled so that
the City Attorney can determine, or secure a determination from
the City Council, as appropriate, tactics, strategy, and whether a
particular activity makes sense from an economic standpoint or
can be done more economically in another fashion.
3.2.3 The City Attorney is to be consulted regarding staffing of litigation
and is to be advised of any significant shift in staffing.
3.2.4 The City Attorney is to be provided with copies of any billing
manuals or directions for billing practices in use by Associate
Counsel within thirty (30) days of signing this Agreement.
4.0 Compensation. Reimbursement and Methods of Payments.
4.1 Compensation.
Associate Counsel has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. Fees for all services provided hereunder by
all billers shall be charged in accordance with Exhibit "B", which is attached hereto and fully
incorporated herein by reference. Associate Counsel's grand total, not -to -exceed compensation
for the three (3) years of this Contract shall not exceed the amount of $[insert amountl, without
prior approval of the City Council and written amendment of this Contract.
4.2 Reimbursement.
In addition to the compensation provided above, the City will reimburse
Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15
cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and
ground transportation (in the amount set forth by the Internal Revenue Service standard mileage
rate). Any other expense (e.g., travel expenses or travel time beyond Southern California) must
be approved by the City Attorney in writing and in advance. No compensation shall be allowed
for general overhead or support services such as typing, word processing, scanning hard -copy
documents to .pdf format, secretarial time of any nature (normal, overflow, or overtime), clerical
work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer
time or service, nor any other expense not itemized in the approved Case Budget or otherwise
approved by the City Attorney. There shall be no mark-ups on outside services.
4.3 The City Attorney must approve in advance any single disbursement item
in excess of $500.00, including, but not limited to, investigators, copying, and experts.
Requests for costs exceeding $500.00 shall contain a recommendation of alternative
information services, including use of City employees. Associate Counsel will use City Staff in
lieu of outside experts whenever feasible.
4.4 The City expects moderation with regard to all expenses.
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4.5 Method of Billing.
Unless otherwise agreed, Associate Counsel shall provide monthly bills
unless fees and costs for a particular month are insignificant (i.e., $500 or less), in which case
such charges will be added to the following month's bill. The following information must be
provided in monthly bills:
A. A detailed description of work, in time increments of .1 hour (one tenth of an
hour) for and by each and every individual billing services. Associate
Counsel shall keep the City advised regarding the identity and the billing
rates of those people who work on the litigation account.
B. Identification of the lawyer who is in charge of the matter.
C. Detailed disbursement breakdowns, including the nature and purpose of each
disbursement.
D. Each billing item will be separately stated on a separate line identifying the
biller, the time spent, and the exact nature of the service rendered. Narrative
billing and block billing are unacceptable. For example, if numerous tasks are
undertaken in one day, each should be identified with a specified time for
performing that task, i.e. a telephone call, a court appearance, a meeting or
legal research. All tasks performed on the same day should be entered as
separate entries, identifying the time spent on each. Telephone conferences
should specify the participants and the subject matter discussed. The City will
not pay for vague descriptions for services which do not state the precise
nature of the work performed and the need for the work. Words such as
"research", "strategy", "analysis", "discovery", "conference", "preparation",
"case management", "memorandum", "correspondence", "telephone call" or
"meeting", without an explanation of (1) the specific topic or subject matter,
(2) the persons involved, and (3) the need therefor, do not allow for
accountability and are therefore non -reimbursable.
E. The City will not pay for inter -office conferences among attorneys/billers
unless a conference is a necessary strategy meeting relating to some
significant legal issue or event, such as an upcoming trial, and then only one
attorney may be billed. Where charges are made for conferences, the
specific reason and need for each conference must be stated in detail, and
the participants identified.
F. Where charges are made for research time, the specific issue being
researched and the need must be identified. City has retained Associate
Counsel for its expertise, and therefore expects not to be billed for
introductory or background research. The City will not pay for attorneys, law
clerks and paralegals educating themselves or doing work of a transient
nature on the case.
G. The City expects the attorney assigned to the case to handle all significant
matters in the case. If other attorneys are assigned to assist the primary
attorney, the City must be notified. The City may request that the assigned
work be instead handled by the primary attorney. Thus, only those attorneys
9
or persons approved in advance by the City may bill on the case. Upon City
request, resumes will be provided for all persons (other than clerical or
secretarial) working on the case.
H. No more than two non -attorney support staff may bill on a particular case
without the prior approval of the City.
I. One paralegal may be used. Assignment of work to such paralegal should not
result in duplicative work by the attorneys, or reworking of paralegal's work.
Paralegal shall not perform clerical work, such as filing, indexing, date -
stamping, organizing, etc., but shall perform work such as research,
summarizing depositions, investigation, interviews of witnesses, etc.
J. Upon request, each item billed must be coded to a specific budget line item,
so a bill may be easily compared with the approved budget.
K. A tracking system must be set up to periodically, at least every six months, to
compare the amount of work completed to a percentage of the budget
absorbed.
L. The City Attorney reserves the right to request various levels of detail and
specific formats (such as columnar comparisons with established budgets).
M. The City will not pay for more than one biller doing any task (e.g. two or more
attorneys attending the same depositions or the same court appearances, a
biller redoing the work of another biller, or duplicative entries for reviewing
and analyzing documentation and legal research).
N. Charges for time spent complying with billing inquiries and/or City audits are
non -reimbursable.
O. Photocopies of deposition transcripts shall be made whenever possible to
reduce deposition expenses.
P. No finance charge or interest will be paid by the City, nor billed by Associate
Counsel.
4.6 Timing of Payment.
The City shall pay Associate Counsel for services rendered and costs
incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis.
5.0 Engagement of Other Counsel. Specialists or Experts.
Associate Counsel shall not engage or otherwise incur an obligation to
pay other counsel, specialists or experts for services in connection with this Agreement without
the prior written approval of the City Attorney.
11
6.0 Termination of Agreement and Legal Services.
Subject to the applicable provisions of the Rules of Professional Conduct
of the State Bar of California, this Agreement and all legal services to be rendered hereunder
may be terminated at any time by written notice from either party with or without cause. In such
event, all finished or unfinished documents, project data and reports, both originals and all
duplicate copies, in all forms and media requested by the City, shall immediately be turned over
to the possession of City, which owns all such materials. In the event of such termination,
Associate Counsel shall be paid for all satisfactory work, unless such termination is made for
cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in
light of the particular facts and circumstances involved in such termination.
7.0 Interest of Members of Local Public Agency.
No member of the governing body of the City, and no other officer,
employee or agent of the City who exercises any discretion, function or responsibility in
connection with the carrying out of any project to which this Agreement pertains, shall have any
personal interest, direct or indirect, in this Agreement.
8.0 Interest of Counsel.
Associate Counsel agrees to secure the informed written consent of the
City Attorney before accepting any representation adverse to the City (actual or apparent)
during the term of this Agreement, and to forego such representation if the City Attorney, in his
sole discretion, objects for any reason.
9.0 General Procedures.
9.1 Copies of major documents, correspondence and periodic status
reports shall be submitted to keep the City Attorney advised of any
major developments in the matter. Once the Plan is approved,
Associate Counsel need not advise the City of each and every
step being taken. As long as Associate Counsel is complying with
the Plan, it should provide periodic reviews and information on
significant matters. The City does not, however, want boilerplate
routine letters announcing each and every procedural step being
taken.
10.0 Policy for Investigation and Discovery Assistance.
A copy of the City Attorney's Policy for Investigation and Discovery
Assistance is attached hereto as Exhibit "C" which is attached hereto and fully incorporated
herein by reference.
11.0 Conflict of Interest.
Associate Counsel certifies that no member, officer or employee of the
Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted
by law.
7
Associate Counsel agrees to secure the informed written consent of the
City Attorney before accepting any representation adverse to the City (actual or apparent)
during the term of this Agreement, and to forego such representation if the City Attorney, in
his/her sole discretion, objects for any reason.
12.0 Maintenance and Inspection of Records.
12.1 The City and any other Federal, State or local governmental
agency, and any of their authorized auditors or representatives,
shall have access to, and the right to audit and reproduce any of
Associate Counsel's records to the extent the City or such other
governmental agency deems necessary to ensure that City is
paying only the amounts to which Associate Counsel is properly
entitled or for other purposes relating to the Agreement.
12.2 Associate Counsel shall maintain and preserve all such records
for at least three (3) years after termination of the Agreement or
until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Associate Counsel shall
promptly make all such records available to auditors or other
representatives of the City or other governmental agencies.
12.3 If Associate Counsel does not maintain such records in the City of
Vernon, Associate Counsel shall either deliver said records at its
expense to Vernon or shall promptly reimburse City for all
reasonable costs incurred in conducting the audit at a location
other than the City of Vernon, including, but not limited to,
expenses for personnel, salaries, private auditors, lodging, meals,
and overhead.
13.0 Indemnity.
Associate Counsel agrees to indemnify City, its officers, elected officials,
employees and agents against, and will hold and save each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to
professional negligence, that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the work, operations or activities of Associate Counsel, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the acts or
omissions of Associate Counsel hereunder, or arising from Associate Counsel's performance of
or failure to perform any term, provision, covenant or condition of this Agreement, except to the
extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its
officers, elected officials, agents or employees.
14.0 INSURANCE.
Associate Counsel shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth below, for the duration of the
Agreement, including any extensions thereto.
8
14.1 Automobile Liability with minimum limits of at least
$100,000/300,000/500,000 if written on a personal automobile
liability form, for using a personal vehicle; or an amount of
$500,000 including owned, hired, and non -owned liability
coverage if written on a Commercial automobile liability form.
14.2 General Liability with minimum limits of at least $1,000,000
combined single limits written on an Insurance Services Office
(ISO) Comprehensive General Liability "occurrence" form or its
equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage is required.
The City of Vernon, its Council, commissioners, officers,
employees, agents, and volunteers registered with the City of
Vernon must be endorsed on the policy as additional insureds as
respects liability arising out of the Associate Counsel's
performance of this Agreement.
14.3 Professional Errors and Omissions coverage in a sum of at least
$1,000,000. If a claims -made policy is obtained, a "tail" of at least
three years shall be purchased if non -renewed within three (3)
years of completion of performance under this Agreement.
Applicable aggregates must be identified and claims history
provided to determine amounts remaining under the aggregate.
14.4 Associate Counsel shall comply with the applicable sections of the
California Labor Code concerning workers' compensation for
injuries on the job. Compliance is accomplished in one of the
following manners:
14.4.1 Provide copy of permissive self-insurance certificate
approved by the State of California; or
14.4.2 Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal limit of
$1,000,000 per accident. The policy shall be endorsed to
waive all rights of subrogation against City, its Council,
commissioners, officers, employees, and volunteers for
losses arising from performance of this Agreement; or
14.4.3 Provide an insurance exemption form certifying that no
employees subject to workers' compensation law will be
used in performance of this Agreement.
14.4.4 Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be canceled
except after thirty (30) days' prior written notice to City.
14.4.5 Insurance shall be placed with insurers with a Best's rating
of no less than B:VIII.
E
14.4.6 Prior to commencement of performance, Associate
Counsel shall furnish City with a certificate of insurance for
each policy. Each certificate is to be signed by a person
authorized by that insurer to bind coverage on its behalf.
The certificate(s) must be in a form approved by City. City
may require complete, certified copies of any or all policies
at any time.
14.4.7 Failure to maintain required insurance at all times shall
constitute a default and material breach. In such event,
Associate Counsel shall immediately notify City and cease
all performance under this Agreement until further directed
by the City. In the absence of satisfactory insurance
coverage, City may, at its option: (a) procure insurance
with collection rights for premiums, attorney's fees and
costs against Associate Counsel by way of set-off or
recoupment from sums due Associate Counsel, at City's
option; (b) immediately terminate this Agreement; or (c)
self -insure the risk, with all damages and costs incurred, by
judgment, settlement or otherwise, including attorney's
fees and costs, being collectible from Associate Counsel,
by way of set-off or recoupment from any sums due
Associate Counsel.
15.0 Choice of Forum.
This Contract shall be governed by and construed in accordance with the
laws of the State of California. Associate Counsel agrees that the State and Federal courts
which sit in the State of California shall have exclusive jurisdiction over all controversies and
disputes arising hereunder, and submits to the jurisdiction thereof.
16.0 Incorporation by Reference.
This contract incorporates by reference the Request for Proposal and
specifications therein, and all attachments, and the Proposal by Associate Counsel, and all
attachments.
17.0 Order of Precedence.
In case of conflict between the terms of this Agreement and the terms in
any document attached as an exhibit or otherwise incorporated by reference, the terms of this
Agreement shall strictly prevail.
18.0 Living Wages.
Associate Counsel working on City service contracts of any amount, as to
all employees spending time on City contracts, shall observe the City's Living Wage Ordinance
and all requirements thereof at all times on City contracts. The Current Living Wage Standards
are set forth in Exhibit "D". Upon request, certified payroll shall be provided to the City.
10
19.0 Equal Employment Opportunity Practices.
Associate Counsel certifies and represents that, during the performance
of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal
employment opportunity practices to assure that applicants, employees and recipients of service
are treated equally and are not discriminated against because of their race, religion, color,
national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital
status. Associate Counsel further certifies that it will not maintain any segregated facilities. The
Equal Employment Opportunity Practices provisions are set forth in Exhibit "E".
20.0 Ethical Guarantees.
20.1 Associate Counsel warrants that no gratuities (in the form of
entertainment, gifts, or otherwise) were offered or given by Associate Counsel, or any agent of
representative of Associate Counsel, to any officer or employee of City with a view toward
securing this Agreement or favorable treatment with respect to any determination concerning
the performance of this Agreement. In the event of breach of this warranty, City shall be entitled
to pursue the same remedies including, but not limited to, termination, against Associate
Counsel as it could pursue in the event of Associate Counsel's default.
20.2 Associate Counsel and its members shall comply with all
applicable federal, state and local laws and regulations, including the conflict of interest
provisions of Government Code Section 1090 and the Political Reform Act (Government Code
Section 81000 et seq.).
21.0 Right to Offset Claims for Money.
All claims of money due or to become due from City shall be subject to
deduction or offset by City from any monies due Associate Counsel by reason of any claim or
counterclaim arising out of: (i) this Agreement, or (ii) any purchase order, or (iii) any other
transaction with Associate Counsel.
22.0 Modification.
Any modification of this Agreement will be effective only if it is in writing
signed by all parties to this Agreement, and, where applicable, if it is approved by City Council.
23.0 Severability/Partial Invalidity.
If any term or provision of this Agreement, or the application of any term
or provision of this Agreement to a particular situation, shall be finally found to be void, invalid,
illegal, or unenforceable by a court of competent jurisdiction, then notwithstanding such
determination, such term or provision shall remain in force and effect to the extent allowed by
such ruling and all other terms and provisions of this Agreement or the application of this
Agreement to other situations shall remain in full force and effect. Notwithstanding the
foregoing, if any material term or provision of this Agreement or the application of such material
term or condition to a particular situation is finally found to be void, invalid, illegal, or
unenforceable by a court of competent jurisdiction, then the parties hereto agree to work in good
faith and fully cooperate with each other to amend this Agreement to carry out its intent.
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24.0 Time of the Essence.
Time is of the essence in the performance of this Agreement.
25.0 No assignment by a party hereto of any rights under or interest in this
Agreement will be binding on another party hereto without the written consent of the party
sought to be bound; and specifically but without limitations, moneys that may become due and
moneys that are due may not be assigned without such consent (except to the extent that the
effect of this restriction may be limited by law), and unless specifically state to the contrary in
written consent to an assignment no assignment will release or discharge the assignor from any
duty or responsibility under the Agreement.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the City and Associate Counsel agree as set forth
hereinabove.
DATED:
DATED:
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
CITY OF VERNON, a California charter City
and California municipal corporation
Hema Patel, City Attorney
[ASSOCIATE COUNSEL'S NAME], a [State
incorporated in] corporation
By:
Name:
Title:
13
EXHIBIT A
SCOPE OF SERVICES
14
EXHIBIT B
LAW FIRM
XXXXXXXXXXXXXXXX
Los Angeles, CA XXXXX
(XXX) XXX-XXXX
Hema Patel
City Attorney
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Plaintiff v. City of Vernon
City Attorney No.: XXXXX
Dear Mrs. Patel:
The following hourly fees are agreeable:
A) [Insert Partner Name], Partner $
B) [Insert Associate Name], Associate $
C) One paralegal $
Very truly yours,
For the Firm
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EXHIBIT C
POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in
the defense of liability cases involving the City of Vernon or City employees. The objective is to
provide current and long-range investigative assistance and guidance on all liability cases.
Copies of the summons, complaint and claims investigation reports, if available, will be
forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.
2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further
investigative needs. The services of an investigating agency, approved by the City
Attorney, may be requested to assist Associate Counsel in their investigation. The agency
is to furnish this office with copies of all its reports.
3. After receiving Associate Counsel's request, the investigating agency commences the
specified investigation and outlines its recommendations for additional investigation, but
does not commence such additional investigation until specifically requested by Associate
Counsel to do so.
4. In addition to investigation, the investigating agency assists with such discovery, needed
diagrams, photographs and other information as may be requested by Associate Counsel.
5. Associate Counsel is requested to review the claims investigation file sent with the
assignment of defense so as to preclude unnecessary or duplicate investigative expenses.
6. Copies of the Vernon Municipal Code and other City documents can be readily obtained
from the City Attorney's Office.
7. Attendance at mandatory settlement conferences will include only Associate Counsel and
an attorney from the City Attorney's Office. Neither the Claims Coordinator nor
investigators shall attend unless specifically requested to do so by this office.
16
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Livina Waaes:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
17
EXHIBIT E
EQUAL EMPLOYMENT OPPORTUNITY EMPLOYMENT
PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement,
the contractor and each subcontractor shall adhere to equal opportunity employment
practices to assure that applicants and employees are treated equally and are not
discriminated against because of their race, religious creed, color, national origin, ancestry,
handicap, sex, or age. Contractor further certifies that it will not maintain any segregated
facilities.
B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants
for employment placed by or on behalf of Associate Counsel, state that it is an "Equal
Opportunity Employer" or that all qualified applicants will receive consideration for
employment without regard to their race, religious creed, color, national origin, ancestry,
handicap, sex or age.
C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has
not, in the performance of this Agreement, discriminated against applicants or employees
because of their membership in a protected class.
D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by
City, through its awarding authority, provide copies of all of its records pertaining or relating
to its employment practices, except to the extent such records or portions of such records
are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
18
TRANSMITTAL COMMUNICATION
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: May 19, 2016
TO: Maria Ayala, City Clerk
Daniel Calleros, Police Chief
Carlos Fandino, City Administrator
William Fox, Finance Director/City Treasurer
Isaac Garibay, Director of Human Resources
Lisette Grizzelle, Interim Director of Human Resources
Peter Hervish, Interim Director of Vernon Gas & Electric
Masami Higa, Assistant Finance Director
Alex Kung, Economic Development Manager
Joaquin Leon, Deputy City Treasurer
Hema Patel, City Attorney
Derek Wieske, Director of Public Works, Water & Development Services
Ernesto Smith, Information Technology Manager
Michael Wilson, Fire Chief
FROM: Deborah Juarez, Records Management Assistant,(,:,
RE: Resolution No. 2016-22 — A Resolution of the City Council of the City of Vernon
Approving the General Form of Attorney Services Contract
Transmitted herewith is a copy of Resolution No. 2016-22 referenced above, which was approved by City
Council on May 17, 2016.
Thank you.
Attachment
c: Resolution No. 2016-22
STAFF REPORT
MAY10���
CITY CLERK'S OFFICE
STAFF REPORT
CITY ATTORNEY'S OFFICE
DATE: May 17, 2016
TO:
FROM:
RE:
Honorable Mayor and City Council
Hema Patel, City Attorney ti
RECEIVED
MAY 0 9 2016
CITY ADMINISTRATION
S-q-l4
Approval of the General Form of Attorney Services Contracts under the
Competitive Bidding and Purchasing Ordinance.
Recommendation
A. Find that approval of the forms of contract and of related documents in this staff report is
exempt from California Environmental Quality Act ("CEQA") review, because it is a
continuing administrative activity that will not result in direct or indirect physical
changes in the environment, and therefore does not constitute a "project" as defined by
CEQA Guidelines section 15378; and
B. Adopt the attached Resolution approving the general form of attorney services contracts.
The Proposed Form Contracts Presented to the City Council Support the Recommendations of
Continued Good Governance Efforts
Senator Kevin De Leon's Critical Path Reforms and Independent Reform Monitor, John Van
De Kamp's Reports both made substantial and detailed recommendations for Vernon's procurement
practices. As the initial step in carrying out those recommendations, a Competitive Bidding and
Purchasing Ordinance, Ordinance No. 1200, amending Article IV of Chapter 2, Sections 2.17
through 2.31, was adopted on December 18, 2012, and was amended by Ordinance No. 1221 on
May 20, 2014, to make necessary changes to the City's purchasing system. The Ordinance
established, among other things, an open and competitive process for service and personal services
contracts.
On February 5, 2013, the City Council of the City of Vernon adopted Resolution No. 2013-23,
approving the General Form of Personal Service Contracts, Types of Insurance and Indemnity,
Purchase Order Contracts, Requests for Proposals and Attorney Services Contracts. The
Resolution presented to City Council with this Staff Report will, in turn, standardize a number of the
contracts used by the City Attorney's Office in order to further institutionalize the recommendations
of Senator De Leon and Reform Monitor Van De Kamp in the day to day work of Vernon. The form
of documents presented are the basis for the contracting activity of the City Attorney's Office, whether
approved by City Council or approved by the City Administrator according to the dollar thresholds
established in the Competitive Bidding and Purchasing Ordinance. This provides a core of intelligible
and commercially reasonable documents for Vernon.
As part of the City Attorney's Office continued review and analysis of all form documents,
several revisions and updates are being proposed to the form Attorney Services agreements. These
updates reflect changes in current law or procedure, and/or are aimed at increasing efficiency and the
Office's ability to conduct meaningful oversight of outside legal work and costs.
A further resolution will be brought forward in the near future with additional updates to the
other form documents for City Council approval.
Title and Summary of Documents to Be Approved by the Attached Resolution
1. Attorney Services (Litigation) Agreement. This is the model contract to be used for
procuring Litigation Services for Vernon from outside law firms. As required by the good
governance reforms, there is a recital that the rates charged to Vernon do not exceed the rates
charged to other governmental entities (Section 4.1), a recital that, for services of a continuing
nature, the contract will not exceed a term of three years (Section 2.0), and a stated not to exceed
amount for the contract (Section 4.1). In addition, it has an Equal Employment Opportunity
Practices Provision (Section 19.0 and Exhibit E) and a Living Wages Provision (Section 18.0 and
Exhibit D).
2. Attorney Services (Transactional) Agreement. This is the model contract to be used
for procuring Transactional Services for Vernon from outside law firms. As required by the
good governance reforms, there is a recital that the rates charged to Vernon do not exceed the
rates charged to other governmental entities (Section 4.1), a recital that, for services of a
continuing nature, the contract will not exceed a term of three years (Section 2.0), and a stated
not to exceed amount for the contract (Section 4.1). In addition, it has an Equal Employment
Opportunity Practices Provision (Section 19.0 and Exhibit E) and a Living Wages Provision
(Section 18.0 and Exhibit D).
Fiscal Impact
There is no direct fiscal impact as a result of adopting the general form of attorney services
contracts. Standardizing documents and processes will sustain efficiencies that work to the
financial benefit of Vernon over time.
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