Loading...
HomeMy WebLinkAboutSilver & Wright PSA Municipal Code Enforcement Legal Services AgreementC rry C)l L.AKT LSI NORf 7-V DREAM EXTR ME April 24, 2014 SILVER &WRIGHT, LLP Matthew R. Silver, Esq. 3281 East Guasti Road, Suite 700 Ontario, California 91761 RE: PROFESSIONAL SERVICES AGREEMENT Dear Mr. Silver: This letter will serve to advise that at the regular City Council meeting of April 22, 2014, the City Council unanimously approved the Agreement with Silver & Wright, LLP for Municipal Code Enforcement Legal Services. In that regard, enclosed please an original Agreement which we are forwarding to you for your signature. Please return a fully executed copy at your earliest convenience. Thank you for your assistance in this regard. We look forward to hearing back from you. Sincerely, uv-1 Virginia(J. Blo4 City CId Enc: cc: Building & Safety Division 951.67-1.3124 AEJ EI A,,INO F.t-A t>2 30 YWWA_KF-[E.S11C11:L.(1RG AGREEMENT BE, SILVER& WRIGHT, LLP AND THE CITY OF LAKE ELSINORE, FOR MUNICIPAL CODE ENFORCEMENT LEGAL SERVICES 1.PARTIES AND DATE. This agreement("Agreement")is made and entered into on 23rd day of April 2014 by and between the CITY OF LAKE ELSINORE ("City"), a California municipal corporation, and SILVER&WRIGHT LLP,a California limited liability partnership engaged in the practice of law in the State of California("Law Firm"). Law Firm and the City are sometimes individually referred to herein as"Party"and collectively as"Parties."In consideration of the mutual promises set forth herein,the parties agree to the terms of this Agreement as set forth herein. 2. RECITALS. 2.1 The City wishes to engage the services of Law Firm to provide municipal code enforcement services as described further in this Agreement. Law Firm wishes to provide all such services and has the necessary expertise and competency to provide such services. 2.2 This Agreement is made pursuant to California Government Code section 53060. 3. TERMS. 3.1 Scope of Services. Law Firm shall provide legal advice, representation and assistance to the City regarding receivership/code enforcement actions, as assigned to Law Firm by the City. 3.2 Responsibilities of Attorneys and Client. Law Firm shall fully cooperate with the City and will keep the City and its staff informed of the status and progress of all pending matters and all legal matters of importance with which Law Firm is involved. Law Firm will manage and control the delivery of all legal services described hereunder in a professional, competent, and cost-effective manner. The City agrees to provide all information and documentation necessary for the attorneys at Law Firm to perform their obligations under this Agreement. 3.3 Compensation. For all legal services provided in this Agreement the City will compensate Law Firm at the blended rate of$189 per hour for all attorney services and $100 per hour for paralegals and clerks. 3.4 Cost Reimbursement. The City shall reimburse Law Firm for all out-of-pocket expenses incurred by Law Firm in providing legal services under this Agreement, including charges for printing and copying expenses at $.15 for black and white copies and $.60 for color copies,postage, research, litigation costs, courier and messenger services and automobile mileage at the current IRS rate for travel on behalf of the City. However, no separate charge shall be made by Law Finn for secretarial or word processing services. 3.5 Statements and Billing. Law Firm shall submit monthly invoices to the City indicating attorney fees and costs incurred for the legal services provided under this Agreement. The monthly invoice shall describe the nature of the work performed, the attorney performing the work and the time spent for each task as well as the nature of any reimbursable expenses incurred. Travel time shall be separately stated and identified in all of Law Firm's monthly invoices to the City. Upon the request of and as directed by the City Manager or his/her designee, Law Firm shall generate separate invoices pertaining to specific accounts, matters and/or departments.The City shall process and cause such invoices to be paid promptly,typically within thirty(30) days of receipt. If no attorneys' fees or costs are incurred for a particular month, or if they are minimal,the statement may be held and combined with that for the following month. 3.6 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability,and reputation of the attorneys at Law Firm were a substantial inducement for the City to enter into this Agreement. Therefore, Law Firm shall not contract with any other person or entity to perform, in whole or in part, the legal services required under this Agreement without the written approval of the City. In addition,neither this Agreement,nor any interest herein, may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. 3.7 Conflicts of Interest. Law Firm shall comply with all applicable laws and professional rules and standards relating to any known conflict of interest involving the City and matters upon which Law Firm is providing legal services under this Agreement. Law Firm shall not reveal confidential information of the City except with the consent of the City Council or as otherwise required by law. Law Firm shall notify the City Council of any conflict of interest related to matters upon which it is providing legal services under this Agreement upon discovery of any such conflicts.In the event that such conflict is not or cannot be waived or resolved City shall retain legal counsel and Law Firm shall assist and cooperate with legal counsel retained by the City Council on the matter for which the conflict arose. A. Law Firm represents that neither Law Firm for any of its attorneys or other persons employed by Law Firm have any material financial interest, direct or indirect, in any contract or decision made by or on behalf of City that may be affected by the services to be provided to City pursuant to this Agreement, other than a financial interest that is similar, in all material respects,to the interests of the general public. B. If Law Firm or an attorney or other person employed by Law Firm acquires such an interest while this Agreement remains in effect, Law Firm will immediately disclose such interest to the City, and the interested individual shall not participate in or influence the performance of the services to be provided to the City pursuant to this Agreement. C. In addition to the prescriptions regarding conflicts of interest imposed on attorneys by the California Business and Professions Code, and by Rule 3-310 of the California Rules of Professional Conduct, Law Firm agrees that unless waived in writing by the City, neither Law Firm nor any attorney employed by Law Firm shall represent clients before any board, commission, committee or department of City or represent a client adverse to City for a period of one (1)year from the date of completion of the services to be provided to City pursuant to this Agreement or the early termination of the Agreement as provided for in Section 3.10. 3.8 Client Files. A. At the conclusion of this Agreement, the original client files for the work performed under this Agreement for the City shall be made available to City. Law Firm will be entitled to make copies of the client files. At the conclusion of this Agreement, (whether or not City takes possession of the client files), City shall take possession of any and all original documents that may be in the client files and Law Firm shall have no further responsibility with regard to such documents. B. If City does not take possession of the client files at the conclusion of the Agreement, Law Firm shall store such client files for a period of at least one(1) year. At any time after the conclusion of such one(1) year period, Law Firm may send to City a notice, advising of Law Firm's intention to dispose of the client files. The City shall have ninety (90) days from the date of such notice to take possession of the client files. If City does not take possession of the client files during that time, City agrees that Law Firm may dispose of the client files without further notice, provided Law Firm has no reason to believe that the items proposed to be destroyed are things required by law to be maintained or that would be reasonably necessary to the City to establish a right or a defense to a claim. If Law Firm has reason to believe that the files contain items that are required by law to be retained or that the City will reasonably need to establish a right or a defense to a claim,Law Firm will inspect the files for such items and will retain the items for the period required by law or according to the reasonably foreseeable needs of the City, at the discretion of the City Manager. 3.9 Independent Contractor.No employment relationship is created by this Agreement. Law Firm shall perform all legal services required under this Agreement as an independent contractor of the City and shall remain a wholly independent contractor of the City with only such obligations as are required under this Agreement. Neither the City, nor any of its employees, shall have any control over the manner, mode, or means by which Law Firm, its agents or employees, render the legal services required under this Agreement or its internal employment or compensation decisions, except as otherwise set forth herein. 3.10 Term; Termination of Agreement. The term of this Agreement shall commence on the Effective Date set forth in this Agreement and shall continue in full force and effect until terminated as provided herein. City or Law Firm may terminate this Agreement at any time, with or without cause, on written notice to the other party. City shall provide ten (10) days' written notice to Law Firm. Law Firm shall provide thirty (30) days' written notice to City prior to termination of this Agreement. In the event of such termination, Law Firm shall comply with all provisions of the Rules of Professional Conduct for the termination of a client relationship and the City shall pay Law Firm professional fees and costs, in accordance with this Agreement, for all services provided and costs incurred through the date of termination of this Agreement. The City agrees to execute, upon request, a stipulation in such form as to permit Law Firm to withdraw as attorneys of record in any legal action then pending. Law Firm shall cooperate to transition representation to a new attorney or firm in an expedient manner and make available to the City,or to counsel designated by the City, all documents and records of the legal services provided to the City and shall assist to the fullest extent possible in the orderly transition of all pending matters to the City's new counsel. 3.11 Insurance Coverage. Law Firm shall carry errors and omissions insurance of not less than One Million Dollars ($1,000,000) per year in the aggregate, and any additional insurance required by the State of California. Consultant shall furnish to the City proof of insurance required by this Agreement upon request, and shall notify the City of any changes to the insurance. 3.12 Amendment; Modification. This agreement may be modified through a written instrument signed by both parties or by an oral agreement to the extent it is carried out. 3.13 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. 3.14 Time of Performance,• Efficiency of Services-,Cooperation. The services of Law Firm shall be performed expeditiously in light of the purposes of this Agreement. Law Firm shall follow all procedures as established by the City consistent with its duties. Law Firm shall work cooperatively with appropriate City staff and keep them informed on all matters of importance as they arise. 3.15 Non-Discrimination. In the performance of this Agreement, Law Firm shall not discriminate against any employee or applicant for employment because of race, religious creed, color,sex,national origin,ancestry,physical disability,mental disability,marital status,age,sexual orientation, or medical condition. 3.16 Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right,power or remedy of City,nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement: (1) shall be deemed effective unless it is in writing and signed by City;(2)shall be deemed to be a waiver of,or consent to,any other breach, failure of a condition, or right or remedy; or(3) shall be deemed to constitute a continuing waiver unless the writing expressly so states. 3.17 Governing Law and Interpretation. This Agreement shall be construed and enforced in accordance with the laws of the State of California,without regard to conflict of law principles. The section captions and headings in this Agreement have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. 3.18 Attorney Fees. In any litigation, arbitration or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with costs and expenses, to resolve the dispute and to enforce the final judgment. 3.19 Severability. If any portion or all of this Agreement is held to be unenforceable for any reason,the remainder of that provision and the remainder of the Agreement shall remain in full force and effect. 3.20 Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: To Law Firm: 3281 East Guasti Road Suite 700 Ontario, CA 91761 949)385-6431 Fax) (949) 385-6428 Attn: Matthew Silver To City: 130 South Main Street Lake Elsinore, CA 92530 951) 674-3124 Fax) (951) 674-2392 Attn: City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.21 Indemnification. Law Firm shall defend, indemnify and hold the City, its officials, officers, employees, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of any negligent errors,omissions or inaction of Law Firm, its officials, officers, employees, agents, Law Finns, and contractors arising out of performance of Law Firm's services as provided in this Agreement.This Section 3.21 shall survive the expiration or termination of this Agreement. 3.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. CITY OF LAKE ELSINORE By Grant Y , e City Manager SILVER& WRIGHT LLP By: Partner Hanover hisurw ce Group„Hanover Professionals DECLARATIONS Advantage Portfolio THIS IS A CLAIMS-MADE POLICY. PLEASE READ THE POLICY CAREFULLY. LAWYERS PROFESSIONAL LIABILITY POLICY Policy Number Coverage is provided by: Agency A enc Code LH2 A044604 00 HANOVER INSURANCE COMPANY MAINSTREET FINANCIAL 0901531 Issue Date: 07/02/2013 Change Description:New Business Item 1. Named Insured and Address: SILVER&WRIGHT LLP E T 3281 EAST GUASTI ROAD x . SUITE 700 ONTARIO, CA 91761 Item 2. Policy Period: CLEWSCITYInceptionDate: 07101/2013r 4., Expiration Date: 07/01/2014 Endorsement Effective Date: 12:01 A.M. Standard Time at the address of the named insured as stated herein. Item 3. LIMIT OF LIABILITY: a. $1,000,000 for each claim; not to exceed b. $2,000,000 for all claims in the Aggregate Item 4. DEDUCTIBLE: 15,000 each claim N/A Aggregate Item 5. RETROACTIVE DATE: 03/01/2013 Item 6. PREMIUM FOR THE POLICY PERIOD: Policy Coverage Premium: $6,237.00 Revised Annual Premium: N/A Additional/Return Premium: N/A Total Amount: $5,237.00 Item 8. Forms attached at Issue: 401-1268 08-12) U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Advisory Notice to Policyholders 913-0001 07-10) Lawyers Professional Liability Policy 913-0035 07-10) Claims and Claims Expenses Deductible Endorsement 913-0091 03-11) Claim Reporting Guidelines 913-0095 07-10) ERP Policy Holder Notice 913-0109 07-10) California- State Amendatory Endorsement SIG-0001 06-10) Corporate Signature Page Item 9. Forms attached by Endorsement: 91 3-00020710 Page 1 of 2 Item 10. Producer Name and Address: MAINSTREET FINANCIAL 150 NICKERSON ST STE 201 SEATTLE WA 98109 913-0002 07 10 Page 2 of 2