HomeMy WebLinkAboutAGMT - Jenkins & Hogin (Special Counsel Services) � , . •
PROFESSIONAL SERVICES AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Jenkins & Hogin, LLP
Manhattan Towers
1230 Rosecrans Avenue, Suite 110
Manhattan Beach, CA 90266
Tel: 310.643.8448 - Fax: 310.643.8441
MJenkins@LocalGovLaw.com
www.LocalGovLaw.com
This Professional Service Agreement ( "Agreement ") is made as of
November 9, 2009, by and between Jenkins & Hogin, LLP ( "JH "), a California
corporation, and the City of Seal Beach ( "City "), a California charter city (collectively,
"the Parties ").
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In consideration of the Parties' performance of the promises, covenants, and conditions
stated herein, the City and JH agree as follows:
1. Scope of Services.
JH 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 JH on an independent contractor basis and not as an employee. JH
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 JH are not employees of City and shall at all times be under JH's
exclusive direction and control. JH 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. JH 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. JH hereby designates Michael Jenkins to act as its representative.
B. City hereby designates the City Attorney to act as its
representative.
4. Compensation.
A. Professional Services. City shall pay JH at the rate of $275 per
hour for partners, and $225 for associates, for all services rendered.
B. Expenses. City shall reimburse JH for on -line legal research and
next -day delivery.
C. Billing. JH 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.
5. Schedules and Deadlines.
JH shall meet any schedules and deadlines established by the City.
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.
6. Indemnity.
JH 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 JH or any person employed by JH 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: Michael Jenkins
Jenkins & Hogin, LLP
1230 Rosecrans Avenue, Suite 110
Manhattan Beach, CA 90266
Address: City Clerk's Office
City of Seal Beach
211 8 Street
Seal Beach, California 90740 -6305
8. Insurance.
A. JH shall obtain and maintain in full force and effect a professional
liability insurance policy that provides coverage in an amount not less than $2,000,000
per occurrence and $4,000,000 aggregate. Such insurance may be subject to a self -
insured retention or deductible to be borne entirely by the Firm.
B. JH shall obtain and maintain workers' compensation insurance in
accordance with Section 3700 of the California Labor Code.
C. JH 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
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.
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• •
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.
Jenkins & Hogin, 1 ' .P City of Seal Beach
by Michael Jenkins byiltkilkit iSX David Carmay
lidemoxo6ticx City of Seal Beach
City Manager
Dated: 1012 lb 1 Dated: //- 1
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