HomeMy WebLinkAboutCA Employment Relations Matters Legal ServicesAGREEMENT 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").
Cnnditinnc
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
Thirty to Four Hundred Five Dollars ($230.00 - $405.00), Two Hundred Fifty Dollars
($250.00) for time of Labor Relations/HR Consultant and One Hundred Forty -Five Dollars
($145.00) for time of paraprofessional and litigation support staff. ATTORNEY reviews
its hourly rates on an annual basis and, if appropriate, adjusts them effective July 1.
10133228.1 LC001-009
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.
2
10133228.1 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 matter 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.
3
10133228.1 L.0001-009
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.
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, 2022, for a period of three years, and shall
expire on April 30, 2025. 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
4
10133228.1 LC001-009
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
Ccompensation 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.
10133228.1 L.0001-009 5
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.
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
6
10133228.1 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
7
10133228.1 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 harmless, 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.
8
10133228.1 L.0001-009
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.
Genevieve Coyle
Assistant City Attorney
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
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
10133228.1 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
By:
Scott Tiedemann, President
13
�c
Brian P. Walter, Secretary
Date: 7/11/2022
[If Attorney is a corporation, add signature
of second corporate officer]
10133228.1 LCOOI-009
CITY OF SAN RAFAEL,
A Municipal Corporation
By: i.
JIM S Z
City Manager
Date:
ATTEST:
frr LINDSAY LARA, City Clerk
10
APPROVED AS TO FORM:
Q(J)W) (�'- � A,
ROB*T F. EPSTEIN, City Attorney
I. PUBLIC AGENCY FEE SCHEDULE
Hourly Rates (As of Agreement July 1, 2022)
Partners
Senior Counsel
Associates
Labor Relations/HR Consultant
Paraprofessionals & Litigation Support
COSTSCHEDULE
1. Photocopies
2. Facsimile Transmittal
11
10133228.1 LC001-009
$405.00
$340.00
$230.00
$250.00
$145.00
$0.15 per copy
$0.25 per page
-$315.00
RAF,4�`
s a
y
WITH 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: Genevieve Coyle Extension: 3080
Contractor Name: Liebert Cassidy Whitmore
Contractor's Contact: Suzanne Solomon, Esq. Contact's Email: ssolomon@lcwlegal.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
1 Project Manager
a. Email PINS Introductory Notice to Contractor
DATE
n/a
Check/Initial
L
b. Email contract (in Word) and attachments to City
7/21/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑X
2 City Attorney
a. Review, revise, and comment on draft agreement
7/24/2022
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Department Director
Approval of final agreement form to send to
7/24/2022
❑X
contractor
4 Project Manager
Forward three (3) originals of final agreement to
contractor for their signature
5 Project Manager
When necessary, contractor -signed agreement
® N/A
agendized for City Council approval *
*City Council approval required for Professional Services
0
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
6 Project Manager
Forward signed original agreements to City
7/25/2022
Attorney with printed copy of this routing form
7 City Attorney
Review and approve hard copy of signed
agreement
., I ��I��'
f
�C
8 City Attorney
Review and approve insurance in PINS, and bonds
r
(for Public Works Contracts)
9 City Manager/ Mayor
Agreement executed by City Council authorized
2�
official
✓7
71 /
10 City Clerk
Attest signatures, retains original agreement and
t7 F
forwards copies to Project Manager