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CA Legal Services Agreement 2019AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation ("Attorney"), and the CITY OF SAN RAFAEL, A Municipal Corporation ("City"). 1. Conditions This Agreement will not take effect, and Attorney will have no obligation to provide services, until City returns a properly signed and executed copy of this Agreement. 2. Attorney's Services Attorney agrees to provide City with consulting, representational and legal services pertaining to employment relations matters, including representation in employment litigation defense, representation in employee discipline appeals, advice and counsel on all matters related to city employment, including discipline, performance management, and labor relations, including grievances through arbitration / administrative proceedings, as requested by City or otherwise required by law. 3. Fees, Costs, Expenses City agrees to pay Attorney the sums billed monthly for time spent by Attorney in providing the services, including reasonable travel time. The current range of hourly rates for Attorney time is from Two Hundred Ten to Three Hundred Seventy Dollars ($210.00 - $370.00), One Hundred Ninety -Five Dollars to Two Hundred Thirty Dollars ($195.00 - $230.00) for time of Labor Relations/HR Consultant and from Eighty to One Hundred Seventy Dollars ($80.00 - $170.00) for time of paraprofessional and litigation support staff. Attorney reviews its hourly rates on an 8899764 1 LC001-009 L1-_�-DSS annual basis and, if appropriate, adjusts them effective July 1. Attorney will provide the City with written notification of any adjustment in the range of rates. Attorneys, paraprofessional and litigation support staff bill their time in minimum units of one-tenth of an hour. City agrees to reimburse Attorney for necessary costs and expenses incurred by Attorney on behalf of City. Attorney bills photocopying charges at Fifteen Cents ($0.15) per page and facsimile charges at Twenty -Five Cents ($0.25) per page. A Public Agency Fee Schedule is attached to this Agreement. Payment by City against monthly billings is due upon receipt of statements, and is considered delinquent if payment is not received within thirty (30) days of the date of the invoice. The California Business & Professions Code requires us to inform you whether we maintain errors and omissions insurance coverage applicable to the services to be rendered to you. We hereby confirm that the firm does maintain such insurance coverage. 4. Arbitration of Professional Liability or Other Claims Disputes. If a dispute between City and Attorney arises over fees charged for services, the controversy will be submitted to binding arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, set forth in California Business and Professions Code, sections 6200 through 6206. The arbitrator or arbitration panel shall have the authority to award to the prevailing party attorneys' fees, costs and interest incurred. Any arbitration award may be served by mail upon either side and personal service shall not be required. 8899764.1 LC001-009 If a dispute arises between City and Attorney over any other aspect of the attorney-client relationship, including, without limitation, a claim for breach of professional duty, that dispute will also be resolved by arbitration. It is understood that any dispute as to any alleged breach of professional duty (that is, as to whether any legal services rendered under this agreement were allegedly unnecessary, unauthorized, omitted entirely, or were improperly, negligently or incompetently rendered) will be determined by submission to arbitration as provided by California law, and not by a lawsuit or resort to court process except as California law provides for judicial review of arbitration proceedings. Both parties to this agreement, by entering into it, are giving up their constitutional right to have any such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration. Each party is to bear its own attorney's fees and costs. 5. File Retention After our services conclude, Attorney will, upon City's request, deliver the file for the ).natter to City, along with any funds or property of City's in our possession. If City requests the file for the matter, Attorney will retain a copy of the file at the City's expense. If City does not request the file for this matter, we will retain it for a period of seven (7) years after this matter is closed. If City does not request delivery of the file for this matter before the end of the seven (7) year period, we will have no further obligation to retain the file and may, at our discretion, destroy it without further notice to City. At any point during the seven (7) year period, City may request delivery of the file. 6. Assignment This Agreement is not assignable without the written consent of City. 8899764.1 LC001-009 7. Independent Attorney It is understood and agreed that Attorney, while engaged in performing the terms of this Agreement, is an independent Attorney and not an employee of City. 8. Authority The signators to this Agreement represent that they hold the positions set forth below their signatures, and that they are authorized to execute this Agreement on behalf of their respective parties and to bind their respective parties hereto. 9. Term This Agreement is effective May 1, 2019, for a period of three years, and shall expire on April 30, 2022. This Agreement may be extended or modified only by mutual written agreement of the parties. This agreement shall be terminable by either party upon thirty (30) days written notice. 10. Insurance. A. Scope of Coverage. During the term of this Agreement, ATTORNEY shall maintain, at no expense to CITY, the following insurance policies: A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the 8899764.1 LCOOI -009 minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the ATTORNEY's performance of services under this Agreement. Where ATTORNEY is a professional not required to have a professional license, CITY reserves the right to require ATTORNEY to provide professional liability insurance pursuant to this section. 4. If it employs any person, ATTORNEY shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. ATTORNEY's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the ATTORNEY in subparagraph A of this section above shall also meet the following requirements: Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under ATTORNEY'S insurance policies shall be "primary and non contributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in ATTORNEY'S policies shall be at least as broad as ISO form CG20 01 04 13. 8899764.1 LC001-009 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, ATTORNEY hereby grants to CITY a waiver of any right to subrogation which any insurer of ATTORNEY may acquire against CITY by virtue of the payment of any loss under such insurance. ATTORNEY agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional 8899764.1 LC001-009 insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the ATTORNEY under this agreement. C. Deductibles and SIR's. Any deductibles or self-insured retentions in ATTORNEY's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or ATTORNEY shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. ATTORNEY shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from ATTORNEY. Failure to exercise this right shall not constitute a 8899764.1 LC001-009 waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. Indemnification. The contractor shall hold hannless, indemnify and defend the City and its officers, employees, servants, agents, successors and assigns from and against any and all claims, demands, judgments, awards, liability, loss, cost or expense, including attorneys fees, or any damage whatsoever, including but not limited to death or injury to any person and damage to any property, resulting from the misconduct, negligent acts, errors or omissions of the Contractor or any of its officers, employees or agents in the performance of this Contract, except such damage as is caused by the sole negligence of the City or any of its officers, employees, servants, agents, successors or assigns. 12. Nondiscrimination. ATTORNEY shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. Compliance With All Laws. ATTORNEY shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. ATTORNEY shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. ATTORNEY shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 8899764 1 LC001-009 14. Notices. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO ATTORNEY's Project Director: 15. Counterparts and Electronic Signature. Lisa Goldfien Assistant City Attorney City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Suzanne Solomon, Partner LIEBERT CASSIDY WHITMORE 135 Main Street, 7th Floor San Francisco, CA 94105 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. 9 8899764.1 LC001-009 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. LIEBERT CASSIDY WHITMORE, A Professional Corporation — J. tcott iedemann, President Date: By. Brian P. Walter, Secretary Date: 7P.-4A:N ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: Q ROBERT F. EPSTEIN, City Aomey �n 8899764.1 LC001-009 CITY OF SAN RAFAEL, A Municipal Corporation By: Jim Schutz City Manager Date: 6-g--17 [If Attorney is a corporation, add signature of second corporate officer] II PUBLIC AGENCY FEE SCHEDULE Hourly Rates (As of Agreement Effective Date) Partners Senior Counsel Associates Labor Relations/HR Consultant Paraprofessionals & Litigation Support COSTSCHEDULE 1. Photocopies 2. Facsimile Transmittal 8899764 1 LC001-009 $370.00 $320.00 $210.00 - $300.00 $195.00 - $230.00 $80.00 - $170.00 $0.15 per copy $0.25 per page RAP W—F4. a z �o /Ty WITH p 0 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Lisa A. Goldfien Contractor Name: Liebert Cassidy Whitmore Contractor's Contact: Suzanne Solomon, Esq. Extension: 3080 ❑ FPPC: Check if Contractor/Consultant must file Form 700 Contact's Email: ssolomon@lcwlegal.com Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT i DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A 5/2/2019 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 5/23/2019 and return to Project Manager b. Confirm insurance requirements, create Job on Department Director PINS, send PINS insurance notice to contractor ❑ 3 Approval of final agreement form to send to ❑ contractor 5/23/2019 4 Project Manager _ Forward three (3) originals of final agreement to Project Manager contractor for their signature 5 When necessary, contractor -signed agreement Z N/A agendized for City Council approval *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City 6 Project Manager 6/5/19 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed �O/7 City Attorney agreement Review and approve insurance in PINS, and bonds K — 8 (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and L l I I forwards copies to Project Manager