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HomeMy WebLinkAboutLiebert Cassidy Whitmore - Legal Services - 2017AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND LIEBERT CASSIDY WHITMORE THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made on the 1st day of December, 2017 between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and LIEBERT CASSIDY WHITMORE, a professional law corporation, (the "FIRM"). This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by the FIRM and the fee arrangement for said services. Article 1. Retainer. The CITY hereby retains the FIRM to assist the CITY by providing as -needed, general legal services regarding labor and employment law matters. Article 2. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by the FIRM under this Agreement. These services may include the following: 1. Advise the City on all aspects of labor and employment law, including disciplinary matters, the impacts of current and proposed legislation, and the impacts of recent or pending court rulings. 2. Review and provide advice on labor and employment policies, reports and documents and reports. 3. Draft labor and employment policies reports and documents on behalf of the City. 4. Prepare training materials for City personnel, including the City Council. 5. Provide trainings to City personnel, including the City Council. 6. Represent the City in meetings with internal employee bargaining groups and outside agencies such as the State of California Public Employee Relations Board (PERB). The City reserves the right to approve, on a case -by -case basis, the attorney(s) to be used by the FIRM for each engagement. as follows: Article 3. Compensation. Compensation paid under this Agreement shall be Principal $350/hour Senior Of Counsel/Senior Associate $305/hour Of Counsel/Associate $200 - $285/hour Paralegal $125/hour Labor and Employment Legal Services Agreement Page 1 of 10 City of National City and LCW A. The FIRM shall not use more than one attorney for the same specific task without the CITY's approval. The FIRM may use the minimum number of attorneys for each engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. B. The FIRM agrees to document a plan and budget consistent with each specific task described in Article 2 to be agreed to by the City Attorney and the FIRM. The CITY shall not be obligated to pay the FIRM amounts not discussed, budgeted, and agreed to before being incurred by the FIRM. C. The CITY has appropriated or otherwise duly authorized the payment of an amount not to exceed $25,000 for legal services and out-of-pocket disbursements pursuant to this Agreement. In no event shall the total fees plus out-of-pocket disbursements exceed this amount without written authorization of the CITY. D. The FIRM shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 1. The FIRM will not charge the CITY for travel time; however, the FIRM may charge for work performed for the CITY during any travel time. E. The CITY further agrees to reimburse the FIRM, in accordance with the procedures set forth in this Article, for telephone, fax, mail, messengers, federal express deliveries, document reproduction, client -requested clerical overtime, lodging, and similar out- of-pocket expenses charged by the FIRM as a standard practice to its clients generally, with the exception of travel and meals. In any billing for disbursements, the FIRM shall provide the CITY with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed, unless the CITY has specifically agreed otherwise: (1) Word Processing, clerical or secretarial charges, whether expressed as a dollar disbursement or time charge. (2) Storage of open or closed files, rent, electricity, local telephone, postage, receipts or transmission of telecopier documents, or any other items traditionally associated with overhead. (3) Photocopy charges in excess of $.15 (fifteen cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. (5) Secretarial overtime. Where case requirements demand overtime, the CITY will consider reimbursement on a case -by -case basis. The CITY will not reimburse Labor and Employment Legal Services Agreement Page 2 of 10 City of National City and LCW overtime incurred for the convenience of the FIRM's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis or like items. (7) Express charges, overnight mail charges, messenger services or the like, without the CITY's prior consent. The CITY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the CITY will consider reimbursement on a case -by -case basis. (8) Travel and meals. (9) Late payment charge and/or interest. Due to the nature of the CITY's payment process, the CITY will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. F. Bills from the FIRM should be submitted to Stacey Stevenson, Deputy City Manager, 140 E. 12th Street, Suite A National City Boulevard, National City, CA 91950- 4301. The individual time and disbursement records customarily maintained by the FIRM for billing evaluation and review purposes shall be made available to the CITY in support of bills rendered by the FIRM. G. The FIRM agrees to forward to the CITY a statement of account for each one -month period of services under this Agreement, and the CITY agrees to compensate the FIRM on this basis. The FIRM will consult monthly with the CITY as to the number of attorney hours and client disbursements which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. H. Billing Format. Each billing entry must be complete, discrete and appropriate. (1) Complete. (a) Each entry must name the person or persons involved. For instance, telephone calls must include the names of all participants. (b) The date the work was performed must be included. (c) The hours should be billed in .10 hour increments. (d) The specific task performed should be described, and the related work product should be reference ("telephone call re: trial brief," "interview in preparation for deposition"). (e) The biller's professional capacity (partner, associate, paralegal, etc.) should be included (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. Labor and Employment Legal Services Agreement Page 3 of 10 City of National City and LCW (3) Appropriate (a) The CITY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the CITY will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings, postage, online research, or the overhead costs of sending or receiving faxes. Neither will the CITY pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. (b) Due to the nature of the CITY's payment process, the CITY will not pay any late charges. Every effort will be made to pay bills promptly. I. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a CITY decision, and the CITY's representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness. All tasks typically considered associate work should be considered for assignment to a paralegal. Written authorization from the CITY must be had before associate hours billed exceed paralegal hours billed. (2) Once an attorney is given primary responsibility for an engagement, that person should continue on the legal matter until the matter is concluded or the attorney leaves the FIRM. The CITY will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the CITY must be had. This includes document review. Article 4. Independent Contractor. The FIRM shall perform services as an independent contractor. It is understood that this contract is for unique professional services. Accordingly, the duties specified in this Agreement may not be assigned or delegated by the FIRM without prior written consent of the CITY. Retention of the FIRM is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 5. Confidentiality of Work. All work performed by the FIRM including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the FIRM pursuant to this Agreement is for the sole use of the CITY. All such Labor and Employment Legal Services Agreement Page 4 of 10 City of National City and LCW work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 6. Compliance with Controlling Law. The FIRM shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, the FIRM shall comply immediately with any and all directives issued by the CITY or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. Article 7. Acceptability of Work. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the FIRM in this Agreement, the CITY or the FIRM shall give to the other written notice. Within ten (10) business days, the FIRM and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and the compensation payable to the FIRM. Article 8. Indemnification. The FIRM shall hold harmless, indemnify and defend the CITY and its officers, employees, volunteers, and agents, from and against all claims, demands, judgments, awards, liability, loss, cost or expense, including attorney's fees, or any damage whatsoever, including but not limited to death or injury to any person or property, including injury resulting from the misconduct, negligent acts, errors or omissions of the FIRM or any of its officers, employees or agents in the performance of this Agreement, and all expenses of investigating and defending against same, except such as is caused by the sole negligence of the CITY or any of its officers, employees, volunteers or agents. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. Article 9. Insurance. The FIRM shall not commence work under this Agreement until it has obtained all insurance required in this Article with a company or companies acceptable to the CITY. At its sole cost and expense, the FIRM shall take and maintain in full Labor and Employment Legal Services Agreement Page 5 of 10 City of National City and LCW force and effect at all times during the term of this Agreement the following policies of insurance: A. Commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000) per occurrence, and not less than two million dollars ($2,000,000) aggregate. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. B. For all of the FIRM's employees which are subject to this Agreement, to the extent required by the State of California, Workers' Compensation Insurance in the amount required by law. C. Errors and omissions insurance in an amount not less than two million dollars ($2,000,000) per claim or occurrence and not less than four million dollars ($4,000,000) aggregate. If this coverage is provided on a claims -made basis: (1) The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of the services provided under this Agreement. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement. (3) If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the effective date of the Agreement, the FIRM must purchase "extended reporting" coverage for a minimum of five (5) years after completion of services performed under this Agreement. D. Automobile liability, in the form of "any auto" coverage, in an amount not less than one million dollars ($1,000,000) per accident for bodily injury and property damage. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. E. All insurance required by express provision of this Agreement shall be carried only with insurance companies that have a current A.M. Best's rating of no less than A:VII (unless otherwise agreed to by the CITY's Risk Manager) or a company of equal financial stability that is approved by the CITY'S Risk Manager, and is authorized to conduct business in the State of California. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. (1) All policies shall contain language, to the extent obtainable, to the effect that: Labor and Employment Legal Services Agreement Page 6 of 10 City of National City and LCW (a) the insurer waives the right of subrogation against the CITY and its elected officials, officers, employees, agents, representatives, and volunteers; (b) the policies are primary and not contributing with any insurance that may be carried by the CITY; (c) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the CITY's Risk Manager, at the address listed in subsection G below the CITY by certified mail. (d) Before this Agreement shall take effect, the FIRM shall furnish the CITY's Risk Manager with copies of all such policies upon receipt of them, or a certificate evidencing such insurance. The FIRM may effect for its own account insurance not required under this Agreement. F. If the FIRM maintains broader coverage or higher limits (or both) maintained by the FIRM, the CITY required and shall be entitled to the broader coverage or higher limits (or both) maintained by the FIRM. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the FIRM does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. Article 10. Drug Free Work Place. The FIRM agrees to comply with the CITY's Drug -Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug -free workplace. Any subcontract entered into by the FIRM pursuant to this Agreement shall contain this provision. Labor and Employment Legal Services Agreement Page 7 of 10 City of National City and LCW Article 11. Non -Discrimination Provisions. The FIRM shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The FIRM will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Article 12. Effective Date and Term. This Agreement shall be effective upon execution by the FIRM and CITY and continue until written notice of cancellation. This Agreement may be terminated at any time by either party with sixty (60) days' written notice to the other. Notice of termination by the FIRM shall be given to the City Attorney. Article 13. Notification of Change in Form. The FIRM has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The CITY shall be promptly notified in writing of any change in form. Article 14. Notices. In all cases where written notice is to be given under this Agreement, service shall be deemed sufficient if said notice is deposited in the United States mail, postage paid. When so given, such notice shall be effective from the date of mailing of the notice. Unless otherwise provided by notice in writing from the respective parties, notice to the Agency shall be addressed to: Stacey Stevenson Deputy City Manager City of National City 140 E. 12`" Street, Suite A National City, CA 91950-4301 cc: Angil Morris Jones City Attorney Labor and Employment Legal Services Agreement Page 8 of 10 City of National City and LCW City of National City 1243 National City Boulevard National City, CA 91950-4301 and to: sstevenson@nationalcityca. gov amorrisjones@nationalcityca.gov Notice to the FIRM shall be addressed to: Judith S. Islas, Esq. Partner Liebert Cassidy Whitmore 550 West C Street, Suite 620 San Diego, CA 92101-3531 JISLAS@lcwlegal.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Article 16. Miscellaneous Provisions. A. Time of Essence: Time is of the essence for each provision of this Agreement. B. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The FIRM covenants and agrees to submit to the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this Agreement. C. Integrated Agreement: This Agreement including attachments and/or exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CITY and the FIRM. D. Severability: The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. Labor and Employment Legal Services Agreement Page 9 of 10 City of National City and LCW E. Waiver: The failure of the CITY to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. F. Conflict of Interest: During the term of this Agreement, the FIRM shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CITY. This prohibition shall not preclude the CITY from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. G. No Obligations to Third Parties: Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. H. Construction: The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto - IN WITNESS WHEREOF, this Agreement is executed by CITY and by FIRM on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney LIEBERT CASSIDY WHITMORE, A PROFES f ri AL LAW CORPORATION B B J. '. cott Tiedemann, Managing Partner Brian Walter, Secretary Labor and Employment Legal Services Agreement Page 10 of 10 City of National City and LCW OP ID: YC AWRL CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/28/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s), PRODUCER Narver Insurance 641 W. Las Tunas Drive PO Box 1509 San Gabriel, CA 91778-1509 WESLEY HAMPTON HOUSE INSURED Liebert Cassidy Whitmore 6033 W. Century Blvd. Los Angeles, CA 90045 NAME: June Samarin PHONE A/CC No 626-943-2237 (, , Extl: Asamarin narver.com ADDRESS:fDRE PRODUCER LIEBE-1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE INSURER A : Sentinel Insurance Company INSURER B : Federal Insurance FAX No); 686-299-1010 NAIC # 11000 20281 INSURER c : Aspen Specialty Insurance INSURER D: Peleus Insurance Company INSURER E : INSURER F : 10717 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL IANSR SUBR WVD POLICY NUMBER POLICY UP (MMIDDlYYYY) POCKY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL. GENERAL LIABILITY OCCUR X 72SBAAK0318 12/14/2017 12/14/2018 EACH OCCURRENCE $ 2,000,000 DAMAGETSES (OEa REoccN I tDurrence) PREMI $ 1, 000, 000 CLAIMS-MADE X MED EXP (Any ono person) $ 10,000 GEN'L X PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000 POLICY PRO- JECT LOC $ A A AUTOMOBILE X X LIABILITY 72SBAAK0318 72SBAAK0318 12/14/2017 12/14/2017 12/14/2018 12/14/2018 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PER ACCIDENT) $ $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 72SBAAK0318 12/14/2017 12/14/2018 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 X D DEDUCTIBLE RETENTION $ 10,000 $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N / A 7175-05-95 04/01/2017 04/01/2018 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C D Professional Liab. Professional Liab. LRA9AF817 XPL409238 12/10/2017 12/10/2018 Per Claim 5,000,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule If more space Is required) The City of National City is additional insured as respects the General Liability policy. CERTIFICATE HOLDER CANCELLATION CITYNAT Cityof National CityTHE c/o Risk Manager 1243 National City Blvd National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE % fir."y'" ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD (b) Rented to, In the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (If you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property If you die, but only: (1) With respect to !lability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally Incorporated entity of which you own a financial Interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown In the Declarations as a named Insured does not apply to Injury or damage with respect to which an Insured under this insurance Is also an Insured under another policy or would be an Insured under such policy but for its termination or upon the exhaustion of Its limits of Insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial Interest of more than 50% of the voting stock, will qualify as a Named Insured if there Is no other similar insurance available to that organization, However; a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 Policy Number : 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered In your name under any motor vehicle registration law, any person is an Insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person Is also an insured, but only with respect to liability arising out of the operation of the equipment, and only If no other insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an Insured with respect to: a. 'Bodily Injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who is an Insured under this provision. 5, Operator of Nonowned Watercraft With respect to watercraft you do not own that Is less than 51 feet long and is not being used to carry persons for a charge, any person Is an insured while operating such watercraft with your permission, Any other person or organization responsible for the conduct of such person is also an Insured, but only with respect to liability arising out of the operation of the watercraft, and only If no other insurance •of any kind is available to that person or organization for this liability, However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who Is an Insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Perm It The person(s) or organization(s) identified In Paragraphs a. through f. below aro additional insureds when you have agreed, in a written Policy Number:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit Issued by a state or political subdivision, that such person or organization be added as an additional Insured on your policy, provided the Injury or damage occurs subsequent to the execution of the contract or agreement, or the Issuance of the permit, A person or organization Is an additional Insured under this provision only for that period of time required by the contract, agreement or permit, However, no such person or organization is an additional Insured under this provision if such person or organization Is Included as an additional Insured by an endorsement Issued by us and made a part of this Coverage Part, including all persons or organizations added as additional Insureds under the specific additional Insured coverage grants In Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organlzation(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold In the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" Included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This Insurance does not apply to: (a) "Bodily InJury" or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability In a contract or agreement, This exclusion does not apply to liability for damages that the vendor would have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made Intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged In the original container; (e) Any failure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, In connection with the distribution or sale of the products; (f) Demonstration, Installation, servicing or repair operations, except such operations performed at the vendor's premises In connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor; or (h) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for Its own acts or omissions or those of Its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs (d) or (f); or (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, In connection with the distribution or sale of the products, (2) Thls Insurance does not apply to any Insured person or organization from whom you have acquired such products, or any Ingredient, part or container, entering Into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily Injury", "property damage" or "personal and advertising Injury" caused, In whole or In part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the Insurance afforded to these additional Insureds, thls Insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the Insurance afforded to these additional Insureds, thls Insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant In that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily Injury", "property damage" or "personal and advertising Injury" caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf, (2) With respect to the Insurance afforded to these additional Insureds, the following additional exclusion applies: This Insurance does not apply to "bodily Injury", "property damage" or "personal and advertising Injury" arising out of the rendering of or the failure to render any professional services by or for you, Including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural or activities. Form SS 00 08 04 05 Inspection, engineering Policy Number : 72 SBAAK0318 BUSINESS LIABILITY COVERAGE FORM e, Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit. (2) With respect to the insurance afforded tc these additional Insureds, thls Insurance does not apply to: (a) "Bodily Injury", "property damage" or "personal and advertising Injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury' or "property damage" included within the "products - completed operations hazard". f. Any Other Party Any other person or organization who is not an Insured under Paragraphs a. through o. above, but only with respect to (lability for "bodily Injury", "property damage" or "personal and advertising injury" caused, In whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (I) The written contract or written agreement requires you to provide such coverage to such additional insured; and (II) This Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products - completed operations hazard". (2) With respect to the Insurance afforded to these additional Insureds, this Insurance does not apply to; "Bodily Injury", "property damage" or "personal and advertising Injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, Including: (1) Policy Number:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change ,orders, designs or drawings and specifications; or (b) Supervisory, Inspection, architectural or engineering activities, The limits of insurance that apply to additional Insureds are described In Section D. — Limits Of Insurance, How this Insuranco applies when other Insurance is available to an additional Insured Is described In the Other Insurance Condition In Section E. — Llabllity And Medical Expenses General Conditions. No person or organization Is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that Is not shown as a Named Insured In the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Llmlts of Insurance shown In the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "sults" brought; or c. Persons or organizations making claims or bringing "suits", 2. Aggregate Limits The most we will pay for; a. Damages because of "bodily Injury" and "property damage" Included in the "products -completed operations hazard" Is the Products -Completed Operations Aggregate Limit shown In the Declarations. b. Damages because of all other "bodily Injury", "property damage" or "personal and advertising Injury", Including medical expenses, Is the General Aggregate Limit shown In the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection Is Interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a, or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily Injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown In the Declarations. The most we will pay for all medical expenses because of "bodily Injury" sustained by any one person Is the Medical Expenses Limit shown In the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization Is the Personal and Advertising Injury Limit shown In the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit Is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or In the case of damage by flre, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional Insured under this Coverage Part Is the lesser of: a. The limits of Insurance specified In a written contract, written agreement or permit Issued by a state or political subdivision; or b. The Limits of Insurance shown In the Declarations. Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Declarations and described In this Section. Form SS 00 08 04 05 (6) (7) When You Are Added As An Additional Insured To Other Insurance That Is other Insurance available to you covering liability for damages arising out of the premises or operations, or products and cornpleted operations, for which you have been added as an additional Insured by that Insurance; or When You Add Others As An Additional Insured To This Insurance That Is other Insurance available to an additional Insured, However, the following provisions apply to other Insurance available to any person or organization who Is an additional Insured under thls Coverage Part; (a) Primary Insurance When Required By Contract This Insurance Is primary If you have agreed In a written contract, written agreement or permit that this Insurance be primary. If other insurance Is also primary, we will share with all that other Insurance by the method described in c. below, Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this Insurance Is primary and non-contributory with the additional Insured's own Insurance, this Insurance is primary and we will not seek contribution from that other Insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional Insured has been added as an additional insured. When this Insurance Is excess, we will have no duty under this Coverage Part to defend the Insured against any "suit" If any other Insurer has a duty to defend the insured against that "suit". If no other Insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other Insurers. (b) Form SS 00 08 04 05 Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM When thls Insurance Is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other Insurance would pay for the loss In the absence of thls Insurance; and (2) The total of all deductible and self - Insured amounts under all that other insurance, We will share the remaining loss, If any, with any other Insurance that Is not described In thls Excess Insurance provision and was not bought speclflcally to apply In excess of the Limits of Insurance shown In the Declarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow thls method also. Under this approach, each Insurer contributes equal amounts Until It has paid Its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each Insurer's share Is based on the ratio of Its applicable limit of Insurance to the total applicable limits of Insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the Insured has rlgh,ts to recover all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The Insured must do nothing after loss to Impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the Insured has waived any rights of recovery against any person or organization for all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the Injury or damage. CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk LIEBERT CASSIDY WHITMORE LEGAL SERVICES AGREEMENT Ginny Miller (City Attorney) forwarded an original duplicate of the Agreement to Liebert Cassidy Whitmore.