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HomeMy WebLinkAboutAGMT - Executive Law Group (Special Counsel Services) PROFESSIONAL SERVICES AGREEMENT between s 's $ iS s , tai '` City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Executive Law Group, Inc. One Newport Place, Suite 1000 Newport Beach, CA 92660 949.222.0188 949.553.8664 fax This Professional Service Agreement ( "Agreement ") is made as of November 9, 2009 ( "Effective Date "), by and between Executive Law Group, Inc. ( "ELG "), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). Professional Services Agreement a � In consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the City and ELG agree as follows: 1. Scope of Services. ELG shall provide special counsel legal services ( "Services ") on an as- needed basis as requested by the City Attorney in a timely and professional manner in compliance with all applicable federal, state and local laws, and according to the standards and ethics in the legal profession. 2. Independent Contractor. City retains ELG on an independent contractor basis and not as an employee. ELG will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Any personnel performing the Services under this Agreement on behalf of ELG are not employees of City and shall at all times be under ELG's exclusive direction and control. ELG shall pay all wages, salaries, and other amounts due such personnel in connection with its performance of Services under this Agreement and as required by law. ELG shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3. Designated Representatives. A. ELG hereby designates R. Craig Scott to act as its representative. CITY is retaining ELG in reliance on Scott's special expertise and experience. Thus, Scott shall personally perform all of the services required under this Agreement. B. City hereby designates the City Attorney to act as its representative. The City Clerk will provide logistical support to ELG. 4. Compensation. A. Professional Services. City shall pay ELG at the rate of $350.00 per hour for all services rendered. B. Expenses. City shall reimburse ELG for reasonable out -of- pocket expenses incurred, including but not limited to travel expenses, parking fees, and costs incurred in connection with messenger services and overnight delivery. C. Billing. ELG shall submit to the City Attorney a monthly itemized statement that indicates work performed, hours of services rendered and all reimbursable expenses incurred in connection with the services. City shall pay in full all approved fees and expenses within 30 days of the City's receipt of the itemized statement. Professional Services Agreement 2 5. Schedules and Deadlines. ELG shall meet any schedules and deadlines established by the City. 6. Indemnity. ELG shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims or losses caused by any negligent or willful act, error or omission of ELG or any person employed by ELG in the performance of this Agreement. 7. Notices. All notices shall be in writing and shall be considered effective when deposited in the U.S. mail and addressed to the appropriate party at the address noted below: Address: R. Craig Scott Executive Law Group, Inc. One Newport Place, Suite 1000 Newport Beach, CA 92660 949.222.0188; 949.553.8664 fax Address: City Clerk's Office City of Seal Beach 211 8 Street Seal Beach, California 90740 -6305 8. Insurance. A. ELG shall obtain and maintain in full force and effect a professional liability insurance policy that provides coverage in an amount not less than $1,000,000 per occurrence and $1,000,000 aggregate. Such insurance may be subject to a self - insured retention or deductible to be borne entirely by the Firm. B. ELG shall obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code. C. ELG agrees to notify City in the event the limits of its insurance should fall below the coverages stated in this paragraph or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained. 9. Entire Agreement & Modification. This Agreement shall constitute the entire Agreement between the parties with respect to the subject matter hereof, supersede all prior or contemporaneous Agreements Professional Services Agreement 3 or communications (oral or written), and may not be modified except by a Agreement in writing dated subsequent to the Effective Date and signed on behalf of both parties by their respective authorized representatives. 10. Resolution of Fee Disputes. The City is entitled to require that any fee dispute be resolved by binding arbitration pursuant to applicable arbitration rules for legal fee disputes. In the event that the City chooses not to utilize the Orange County Bar Association's arbitration procedures, all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in Los Angeles to be conducted by the American Arbitration Association in accordance with its commercial arbitration rules. 11. General Provisions. A. If any provision of this Agreement is deemed unenforceable, the remaining provisions will be given full force and effect. B. This Agreement will be governed by and construed, interpreted, applied and enforced according to the laws of California, including California law relating to choice of law. C. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorney's fees and other costs incurred in connection with such action. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. Executive Law Group, Inc. City of Seal Beach by R. a ig Sc•,' IP by DEMIUMMIOUSK David Carmany D a tK (City of Seal Beach City Manager Dated: j , i2,10 y Dated: / ) - i � Professional Services Agreement 4