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HomeMy WebLinkAbout2020 CON Silver and Wright LLP - Code Enforcement Legal ServicesAGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND SILVER & WRIGHT LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made as of the 8th day of January, 2020 between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and SILVER & WRIGHT LLP, (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 in representing the CITY in connection with receivership, nuisance abatement, and code enforcement legal services in order to rehabilitate dangerous nuisance properties in the City, to prevent the spread of blight, to enforce the City's municipal codes, and to protect the health and safety of the community, subject to this Agreement. Article 2. Effective Date and Term. This Agreement shall be effective on January 6, 2020 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 3. 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: administrative, criminal, and civil nuisance abatement, code enforcement, and police services legal services, and support on other matters as assigned ("LEGAL SERVICES"). It is expected that the FIRM will work with the City Attorney and CITY staff. Article 4. follows: Compensation. Compensation paid under this Agreement shall be as Partner / Of Counsel: $244 per hour Senior Associate: $236 per hour Associate: $223 per hour Paralegal/Legal Assistant: $122 per hour 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 this engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. 2019 Agreement Legal Services Page 1 of 8 City of National City and Silver & Wright LLP B. The FIRM agrees to document a plan and budget consistent with the scope of services described above in Article 3 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 $75,000 per case 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 overtime incurred for the convenience of the FIRM's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, and research materials. (7) Express charges, overnight mail charges, messenger services or the like, except where statutorily required. The CITY expects these expenses to be incurred in emergency situations only. Where non -statutory instances require the use of these services, the CITY will consider reimbursement on a case -by -case basis. (8) Travel and meals. (9) Late payment charge 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 Angil Morris -Jones, City Attorney, 1243 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. 2019 Agreement Legal Services Page 2 of 8 City of National City and Silver & Wright LLP 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 name or initials should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (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. The CITY will pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail if statutorily required. If not statutorily required, the CITY will provide written permission to incur such expenses on a case -by -case basis. (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. (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. However, the CITY acknowledges that there are many facets to litigation, and different attorneys specializing in different facets may be used at appropriate times throughout a matter. (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 and revisions by more than one senior attorney and one partner. 2019 Agreement Page 3 of 8 City of National City and Legal Services Silver & Wright LLP Article 5. 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 6. 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 work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 7. 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 8. 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. If the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, 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 or the compensation payable to the FIRM. Article 9. Indemnification. The City shall indemnify, defend, and hold the FIRM harmless for any claims, actions, liabilities, or losses by any third parties arising out of any work performed by the FIRM for the City the same as the City would for City employees. This indemnity is intended to protect the FIRM from lawsuits that are filed by third -parties against public agencies, such as the City, especially in nuisance abatement matters, where representatives of those public agencies are often named despite only being involved within their official capacity as agents of those public agencies. The FIRM shall indemnify, defend, and hold the City harmless from and against any claims, actions, liabilities, or losses by any third -parties arising out of the FIRM's professional liability obligations to the City, including payment of all attorney's fees, consultant's fees, and other expenses to investigate the professional liability, as well as the quality of work performed by the FIRM for the City in prosecuting lawsuits, and otherwise providing those services described in this Agreement to the City. Article 10. Insurance. The FIRM, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: 2019 Agreement Legal Services Page 4 of 8 City of National City and Silver & Wright LLP A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per claim. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. 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. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. 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. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of FIRM's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the FIRM shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 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. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. 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 insurance policies required by this Article 10 in full force and effect at all times during the term of this Agreement, the CITY may 2019 Agreement Legal Services Page 5 of 8 City of National City and Silver & Wright LLP treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 10, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the FIRM maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY 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. Article 11. 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. Article 12. 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 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: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 2019 Agreement Legal Services Page 6 of 8 City of National City and Silver & Wright LLP cc: Executive Assistant to the City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 and to: attorney@a,nationalcityca.gov leahm@nationalcityca go v Notice to the FIRM shall be addressed to: Curtis R. Wright, Esq. 3 Corporate Park, Suite 100 Irvine, CA 92618 Email: CWright@SilverWrightLaw.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Administrative Provisions. A. Time of Essence. Time is of the essence for each provision of this Agreement. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Headings. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. California Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. E. Integrated Agreement. This Agreement including attachments and 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. F. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. G. 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. H. 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 2019 Agreement Page 7 of 8 City of National City and Legal Services Silver & Wright LLP 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. I. 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. J. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. K. 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, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: SILVER & WRIGHT LLP Cris R. Wright, Es Title: Partner 2019 Agreement Legal Services Page 8 of 8 City of National City and Silver & Wright LLP RESOLUTION NO. 2020 —14 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND SILVER & WRIGHT LLP FOR LEGAL SERVICES IN THE SPECIALIZED AREA OF CODE ENFORCEMENT FOR THE TOTAL NOT TO EXCEED AMOUNT OF $75,000 PER CASE AND APPROVING THE CITY ATTORNEY'S EXECUTION OF SAME WHEREAS, Silver & Wright LLP, is a law firm that specializes in code enforcement legal services including receiverships, nuisance abatements and cost recovery; and WHEREAS, the City of National City hereby desires to ratify the Agreement with Silver & Wright LLP to provide assistance and represent the City in cases in order to rehabilitate dangerous nuisance properties, prevent the spread of blight, enforce the City's municipal codes, recuperate costs and to protect the health and safety of the community; and WHEREAS, legal services may include, but not be limited to, administrative, criminal and civil nuisance abatement actions for an amount not to exceed $75,000 per case. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies the Agreement between the City of National City and Silver & Wright LLP for legal services in the specialized area of code enforcement for the total not to exceed amount of $75,000 per case and approving the City Attorney's execution of same. PASSED and ADOPTED this 4th day of February Alejandra Sotelo-Solis, Mayor ATTEST: M.? Michael R.#Oala, City Clerk Passed and adopted by the Council of the City of National City, California, on February 4, 2020 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-14 of the City of National City, California, passed and adopted by the Council of said City on February 4, 2020. City Clerk of the City of National City, California By: CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: 2/4/2020 AGENDA ITEM NO. 3 EM TITLE: FNesoIution of the City Council of the City of National City ratifying the Agreement between the City of National City and Silver & Wright LLP for legal services in the specialized area of code enforcement for the total not to exceed amount of $75,000 per case and approving the City Attorney's execution of same. PREPARED BY: Nic�l� PHONE: 4220 EXPLANATION: done, Senior Assistant City Attorney DEPARTMENT: Angil P. Morris -Jo APPROVED BY: City Attorney See the attached Agreement for legal services with Silver & Wright LLP, a law firm that specializes in code enforcement legal services including receiverships, nuisance abatements and cost recovery, for an amount not to exceed $75,000 per case for legal services and out of pocket disbursements pursuant to the Agreement. Any fees plus out of pocket disbursements that exceed this amount will have to be approved by written authorization of the City. The goal is to assist and represent the City in these types of cases in order to rehabilitate dangerous nuisance properties, prevent the spread of blight, enforce the City's municipal codes, recuperate costs and to protect the health and safety of the community. Legal services may include, but not be limited to, administrative, criminal and civil nuisance abatement actions. FINANCIAL STATEMENT: ACCOUNT NO. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt Resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: • Agreement • Resolution lees(�/u ;M »- doaa - / y AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND SILVER & WRIGHT LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made as of the 8th day of January, 2020 between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and SILVER & WRIGHT LLP, (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 in representing the CITY in connection with receivership, nuisance abatement, and code enforcement legal services in order to rehabilitate dangerous nuisance properties in the City, to prevent the spread of blight, to enforce the City's municipal codes, and to protect the health and safety of the community, subject to this Agreement. Article 2. Effective Date and Term. This Agreement shall be effective on January 6, 2020 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 3. 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: administrative, criminal, and civil nuisance abatement, code enforcement, and police services legal services, and support on other matters as assigned ("LEGAL SERVICES"). It is expected that the FIRM will work with the City Attorney and CITY staff. Article 4. follows: Compensation. Compensation paid under this Agreement shall be as Partner / Of Counsel: Senior Associate: Associate: Paralegal/Legal Assistant: $244 per hour $236 per hour $223 per hour $122 per hour 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 this engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. 2019 Agreement Page 1 of 8 City of National City and Legal Services Silver & Wright LLP B. The FIRM agrees to document a plan and budget consistent with the scope of services described above in Article 3 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 $75,000 per case 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 overtime incurred for the convenience of the FIRM's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, and research materials. (7) • Express charges, overnight mail charges, messenger services or the like, except where statutorily required. The CITY expects these expenses to be incurred in emergency situations only. Where non -statutory instances require the use of these services, the CITY will consider reimbursement on a case -by -case basis. (8) Travel and meals. (9) Late payment charge 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 Angil Morris -Jones, City Attorney, 1243 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. 2019 Agreement Legal Services Page 2 of 8 City of National City and Silver & Wright LLP 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 name or initials should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (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. The CITY will pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail if statutorily required. If not statutorily required, the CITY will provide written permission to incur such expenses on a case -by -case basis. (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. (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. However, the CITY acknowledges that there are many facets to litigation, and different attorneys specializing in different facets may be used at appropriate times throughout a matter. (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 and revisions by more than one senior attorney and one partner. 2019 Agreement Legal Services Page 3 of 8 City of National City and Silver & Wright LLP Article 5. 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 6. 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 work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 7. 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 8. 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. If the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, 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 or the compensation payable to the FIRM. Article 9. Indemnification. The City shall indemnify, defend, and hold the FIRM harmless for any claims, actions, liabilities, or losses by any third parties arising out of any work performed by the FIRM for the City the same as the City would for City employees. This indemnity is intended to protect the FIRM from lawsuits that are filed by third -parties against public agencies, such as the City, especially in nuisance abatement matters, where representatives of those public agencies are often named despite only being involved within their official capacity as agents of those public agencies. The FIRM shall indemnify, defend, and hold the City harmless from and against any claims, actions, liabilities, or losses by any third -parties arising out of the FIRM's professional liability obligations to the City, including payment of all attorney's fees, consultant's fees, and other expenses to investigate the professional liability, as well as the quality of work performed by the FIRM for the City in prosecuting lawsuits, and otherwise providing those services described in this Agreement to the City. Article 10. Insurance. The FIRM, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: 2019 Agreement Legal Services Page 4 of 8 City of National City and Silver & Wright LLP A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per claim. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. 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. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. 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. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of FIRM's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the FIRM shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 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. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. 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 insurance policies required by this Article 10 in full force and effect at all times during the term of this Agreement, the CITY may 2019 Agreement Legal Services Page 5 of 8 City of National City and Silver & Wright LLP treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 10, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the FIRM maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY 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. Article 11. 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. Article 12. 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 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: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 2019 Agreement Legal Services Page 6 of 8 City of National City and Silver & Wright LLP cc: Executive Assistant to the City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 and to: attorney(ainationalcityca.gov leahm@nationalcityca.gov Notice to the FIRM shall be addressed to: Curtis R. Wright, Esq. 3 Corporate Park, Suite 100 Irvine, CA 92618 Email: CWright@SilverWrightLaw.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Administrative Provisions. A. Time of Essence. Time is of the essence for each provision of this Agreement. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Headings. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. California Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. E. Integrated Agreement. This Agreement including attachments and 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. F. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. G. 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. H. 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 2019 Agreement Legal Services Page 7 of 8 City of National City and Silver & Wright LLP 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. I. 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. J. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. K. 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, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY rris on-s Attorney SILVER & WRIGHT LLP is R. Wright, Es Title: Partner 2019 Agreement Legal Services Page 8 of 8 City of National City and Silver & Wright LLP RESOLUTION NO. 2020 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND SILVER & WRIGHT LLP FOR LEGAL SERVICES-I-N TI-FE-SPECIALIZED AREA OF CODE ENFORCEMENT FOR THE TOTAL NOT TO EXCEED AMOUNT OF $75,000 PER CASE AND APPROVING THE CITY ATTORNEY'S EXECUTION OF SAME WHEREAS, Silver & Wright LLP, is a law firm that specializes in code enforcement legal services including receiverships, nuisance abatements and cost recovery; and WHEREAS, the City of National City hereby desires to ratify the Agreement with Silver & Wright LLP to provide assistance and represent the City in cases in order to rehabilitate dangerous nuisance properties, prevent the spread of blight, enforce the City's municipal codes, recuperate costs and to protect the health and safety of the community; and WHEREAS, legal services may include, but not be limited to, administrative, criminal and civil nuisance abatement actions for an amount not to exceed $75,000 per case; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies the Agreement between the City of National City and Silver & Wright LLP for legal services in the specialized area of code enforcement for the total not to exceed amount of $75,000 per case and approving the City Attorney's execution of same. PASSED and ADOPTED this 4th day of February, 2020 Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney 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 February 11, 2020 Mr. Curtis R. Wright, Esq. Silver & Wright LLP 3 Corporate Park, Suite 100 Irvine, CA 92618 Dear Mr. Wright, On February 4th, 2020, Resolution No. 2020-14 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Silver & Wright LLP. We are forwarding a fully executed original Agreement for your records. 741 Michael R. Dalla, CMC City Clerk Enclosure