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HomeMy WebLinkAboutAGMT - Jones & Mayer (Special Counsel Services) PROFESSIONAL SERVICES AGREEMENT • between • s * , ` * S S • ,y. 1 . BFR 21 . : \ , O ; City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Jones & Mayer . 3777 North Harbor Boulevard Fullerton, CA 92835 This Professional Service Agreement ( "Agreement'.') is made as of December 18, 2009 by and between Jones & Mayer ( "JM ") and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties"). • • • In consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the City and JM agree as follows: • 1. Scope of Services. JM 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 JM on an independent contractor basis and not as an employee. JM 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 JM are not employees of City and shall at all times be under JM's exclusive direction and control. JM 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. JM 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. JM hereby designates Martin J. Mayer 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 JM at the rate of $225 per hour for attorneys, and $125 for paralegals, for all services rendered. JM will charge in increments of one tenth of an hour, rounded off for each particular activity to the nearest one tenth of an hour. The minimum time charged for any particular activity will be one tenth of an hour. B. Expenses. City shall reimburse JM for mileage incurred in performing the Services at $.45 cents per mile and messenger service -fees. C. Billing. JM shall submit to the City Manager 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. • 1194001_1 (2) 2 • 5. Schedules and Deadlines. JM shall meet any schedules and deadlines established by the City. 6. Indemnity. JM 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 JM or any person employed by JM in the performance of this Agreement. 7. Representation of Adverse Interests. JM represents that the Rules of Professional Conduct of the State Bar of California require the City's informed written consent before an attorney may begin or continue to represent the City when the attorney has had a relationship with another party interested in the subject matter of the attorney's proposed representation of the City. City and JM are not aware of any potential conflicts and have discussed them in detail. JM will consult with City in accordance with the requirements of the Rules of Professional Conduct as to any new matters assigned to JM after the entering of this Agreement regarding any potential conflicts of interest relating to such new matters. 8. 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: Martin J. Mayer Jones & Mayer 3777 North Harbor Boulevard Fullerton, CA 92835 Address: City Manager David Carmany City of Seal Beach 211 8th Street Seal Beach, California 90740 -6305 • 9. Insurance. A. JM 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 $7,000,000 aggregate. Such insurance may be subject to a self - insured retention or deductible to be borne entirely by JM. B. JM shall obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code. 1194001_1 (2) 3 • • C. JM 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. 10. 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. 11. 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 • JM shall be submitted to binding arbitration in Los Angeles to be conducted by the American Arbitration Association in accordance with its commercial arbitration rules. 12. 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. Jones & Mayer City of Seal Beach by Rich. 'd D. Ines, Esq. by David Carmany, City Manager City of Seal Beach Dated: December 18, 2009 Dated: • 1194001_1 (2) 4