HomeMy WebLinkAbout2022 CON Meyers Nave - Legal Services Workplace Investigation, Litigation and Government Claims IssuesO
AGREEMENT FOR LEGAL SERVICES
BY .AND BETWEEN
THE CITY OF NATIONAL IAL ' ITY
AND
MEYERS NAVE
THIS GREE T FOR LEGAL SERVICES (the "Agreement") is made as of the 2ndt
day of March, 2022 between THE CITY F NATIONAL CITY (the "MY"), a municipal
corporation, and ME ER NAVE (the "FIRM"). This Agreement sets forth the parties' mutual
understanding concerning legal services to be provided by the FIRM and the fee arTangennent for
said services.
Article I. Retainer. The CITY hereby retains the FIRM to assist in representing the
CITY in connection with workplace investigation litigation, and government claims issues,
subject to this Agreement.
Article 2. Effective Date and Term. This Agreement shall be effective on March 2,
2022 and continue until written notice ofcancellation. This Agreement may be terminated at any
time by either party with sib 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 CTTY 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: consultation with the City Attorney, Risk Management, ement, and
the Human Resources Department on matters related to the workplace investigation contemplated
by this Agreement as per the Engagement Letter attached as Exhibit .; advice and counsel to the
City Council; and communications with City staff; all of which are cumulatively and individually
referred to as "LEGAL SERVICES." It is expected that the FIRM will work with the City Attorney
and CITY staff.
Article 4 Compensation. compensation paid under this Agreement shall be as set
forth in the Engagement Letter attached as Exhibit A.
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.
B. The FEIRM 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.
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C. The CITY has appropriated or otherwise duly authorized the payment of an
amount not to exceed $50,000.00 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.
I. The FIRM shall keep the CITY advised monthly as to the level of attorney
hours and client services performed under Article I . 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.
The CITY agrees that witness interviews and meetings wit! be conducted virtually where
practicable to reduce the need for travel or in -person meetings.
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 .1 (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, research materials, Westlaw!Le is
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 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 Charles E. Bell, Jr., City
Attorney, 1243 National City Boulevard, National City, CA I o- o I. The individual time and
disbursement records customarily maintained by the FIRM for billing evaluation and review
purposes shell be made available to the CITY in support of bills rendered by the FIRM.
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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 tocompensate 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 roust name the person or persons involved. For
instance, telephonecalls must include the names of all participants.
(b) The date the work was performed roust 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
ati on
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.
(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, outside computer litigation support services, or
overnight mail.
(b) Dire 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.
1. 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.
(I) Paralegals are to be used to the maximum extent possible to enhance
efficiency and cost-effectiveness. Ail 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.
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(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 FIR.. The CITY will not pay the costs of bringing a new ttorn' 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 inciudes document review.
Article 5. nt 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. Allsuch work
product shall be confidential and not released to any third party without the prior written consent
of the CITY.
Article 7. Compliance with Controllin2 Law. The F 1 M 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 reulations. The laws of the State of California shall govern and
control the terms and conditions of this A2 eement.
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 FFRM 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 FIRM agrees to indemnify, defend, and hold the
CITY and its agents, officers, employees, and volunteers harmless from and against all clads
asserted or liability established for damages or injuries to any person or property, including injury
Lo the FIRM'S employees, agents, or officers, which arise from or are connected with or caused or
claimed to be caused by the acts or omissions of the FIRM and its agents, officers, or employees
in performing the work or other obligations under this A r ement1 The FIRM shall reimburse the
CITY for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation
in which the FIRM is obligated to indemnify, defend and hold harmless the City under this
Agreement; provided, however, that this indemnification and hold harmless shall not include any
claims or liability arising from the established sole negligence or willful misconduct of the CITY,
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its agents, officers, employees, or volunteers. For professional services, this indemnity applies
only in the event of professional negligence by the FIRM and does not apply to the underlying
claims that are the subject of the representation.
Article 1O. -- Conflicts. The FIRM is not aware of any potential conflicts of interest in
representing the CITY with regard to the subject of the representation. Nonetheless, The CITY
understands and acknowledges that while LAW FIRM represents the CITY, the FIRM may be
asked to represent another client in connection with matters, unrelated to the subject of this
representation, adverse to or involving the +IT's interests. Because of the size and scope of the
h It's legal practice, it is possible that lawyers in one or more of the FIRM's offices or practice
groups, (including the FIR 's extensive public law practice), may now or in the future represent
parties in matters, unrelated to the subject of the representation, in which their interests may be
adverse to those of the CITY or its affiliates, or that have contractual or other dealings with the
CITY. By executing this Agreement, the CITY acknowledges that should any situation arise where
the FIRM in the future represents other clients who directly, or through an affiliate, may be adverse
to the CITY or its affiliates, such situations will be addressed by the CITY and the FIRM on a
case -by -case basis.
Article 11. Insurance. The FIRM, at its sole cost and expense, shall purchase and
maintain_ throughout the term of this Agreement, the following insurance policies:
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. The general aggregate limit must apply
solely to the "location". The ``location" should be noted with specificity on an endorsement that
shall be incorporated into the policy.
D. Workers' Compensation pensation Insurance in an amount sufficient to meet
statutory requirements covering all of FIRM 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 .greement.
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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 IT's Risk Manager, at the address listed in subsection 3 below, of
canceliation or material change.
F. If required insurance coverage is provided on a *claims maderather than
occurrence" form, the FIRM shall maintain such insurance coverage for three years after
expiration of the term (arid any extensions) of this Agreement. In addition, the "retro" date must
be on or before the date of this Agreement.
rement.
shall be:
G .. The Certificate Holder for all policies of insurance required by this ection
City of National City
do Risk Manager
1243 National City Boulevard
National City, CA 19 o- 3 97
I. Insurance shall be written with only insurers authorized to conduct business
in California that hold a. current posy holder's alphabetic and financial size category rating of not
less than A:VII according to the current est's Key Rating Guide, or a company of equal financial
stability that is approved by the CITY'S Risk Manager. er. 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'1) and otherwise meet rating requirements.
1. This Agreement shall not take effect until certificates) 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 riot 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 treat the
failure to maintain the requisite insurance as a breach of this Ar•eement 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,
insur•er, coverage, or other special circumstances.
K. If the FIRM maintains broader coverage or higher limit (or both) than the
tnitrrurn 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 CIT.
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Article 12. Druo 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 13. 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. FIRMp . The FIRagrees 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 14. 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 haw
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 15. Notices. In all cases where written notice is to be given girder 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
shalt be addressed to:
City Attorney
City of National City
1243 National City Boulevard
National ity, CA 91950-4397
cc: Executive Assistant to the City Attorney
City of National City
1243 National City Boulevard
National City, CA 91950-4397
t^^��77 V a { 3 [ s �
and to: chef �i fat i ii. cit'c agov
1 �
leahii- , i.zia1ioiia1cit ca.gov
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Notice to the FIRM shall be addressed to:
Camille Hamilton rating
Meyers Nave
1999 Harrison Street, 9th Floor
0ak1and1, CA 94612
cc: Janice Anderson, Assistant to Camille Hamilton Pating
Meyers Nave
1999 Harrison Street, 9th Floor
Oakland, CA 94612
and to: oatliit4:me\ ik,iN aNwe. orn
janderson in1e ersnav e.co m
Nothing contained in this Agreement shall preclude or render inoperative service
or such notice in the manner provided by law.
Article 16, Dis wte Resolution.
In the ex, n A the CITY becomes dissatisfied with any aspect or the representation, if the
FIRM is unable to resolve any dispute, and after mandatory dispute resolution procedures have
been waived or exhausted, the parties may mutually agree to submit such dispute to fmal and
binding arbitration in San Diego County, California before the American Arbitration Association,
pursuant to its then pre 'ailing mules, unless the parties agree in writing to a different arbitration
method or forum.
Article 17. 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 acid
the same instrument.
Headings. Any captions to. or headings of, the sections or subsections of
this kgreement 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 venire 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.
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E. Integrated Agreement. This Agreement including attachments d 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.
.
Severcthiiiti. The un nforceabilit , 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
enf rc abil it .
H. Conflict of Intr st. During the term ofthis 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.
I. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery ofthis 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.
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offNational Cite and
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K. Construction. The parties acknowledge and agree that i each
equal bargaining strength, (ii) each party has activelyparticipated in t.
� p the drafting, preparation and
negotiation of this Agreement, and (iii) any rule or construction tothe effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation ofthis Agreement. rnt. of
any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
d
first ate and year first above written.
CITY OF NATIONM., CE
By:
Bra d-1dLt t_l s ton
Title: City Manager
City of National City
APPROVED AS TO FORM
By:
Charles E. Bell, Jr.
City Attorney
2021 Agreement
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Page I o of l
MEYERS NAVE
(Cf71pr r°a1/oi -si titres r?,�"tin) corpuratrt r1// erx)
: _
Ron Avenida
Title: Chief Operating Officer
Meyers Nave
MEYERS NAVE
(Corporation — signatures es (Olio corporate officers)
Camille Hamilton Paring
Title; Senior Principal Attorney
Meyers Nave
City of National City and
Meyers Nave
Exhibit A
meyers
nave
February 24,
1999 Harrison street, 9th Floor Camille Hamilton Patin
Oakland, California 94612 Attorney at Law
808-2000 cpattn @ meyersrra :com-..
fax (510) 444-1108
wvu , meyer nave,com
Via Email —u -IL-10011a citvca.Ltov.,cbelka nationaicitvca. ov
Charles E. Bell, Jr.
City Attorney
Office of the City Attorney
City ofNational City
1243 National City Blvd.
National City CA 91950
Jennifer K. Gilman
Deputy City Attorney
Office of the City Attorney
City ofNational City
1243 ational City Blvd.
National City, CA 91950
Re: Legal Services Agreement for Confidential Investigation Services
Dear Mr. Bell and Ms. Gilman:
Thank you for retaining Meyers -Nave ("Meyers Nave" or "Firm") to provide legal services
for the City of National City (City ) in connection with an attorney client privileged
investigation "Investigation" of allegations of misconduct made by Officer Ashley
Cummins ("officerCummins" or "Complainant") against employees ("Subjects") of the
National City Police Department
artment.
This letter ("Legal Services Agreement") outlines our understandings regarding the
Investigation and governs the legal services provided by Meyers Nave to City. We appreciate
the opportunity to serve you in conducting an Investigation of this matter and look forward to
working with you.
1, Scope of Engagement: We will provide the legal services reasonably required to
conduct the legal services. The scope of the legal services may include the following: to
conduct an independent investigation limited to the five (5) causes of action provided in
A PROFESSIONAL LAW CORPORATION OAKI.AND tOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO
Charles E. Bell, Jr.
Jennifer I. Gilman
February 24, 2022
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Page
OfficerCummins' filed Complaint, including: Hostile Work Environment; Disparate
TreatmentDiscrimination; Disparate Impact Discrimination; Retaliation; Failure to Prevent
Discrimination and Harassment. The investigation will be fully compliant with California
Government Code section 3300 et seq a The purpose of the Investigation will be to determine
whether the specific incidents and events alleged occurred. In addition, we will analyze the
relevant City personnel policies and make policy findings as to whether any policies were
violated. We will interview witnesses and conduct meetings by Zoom where possible, collect
and review pertinent information, and report to you and City on that information. We will tell
you
and Citywhat we believe happened factually and the basis for that conclusion. We will
make factual and policy findings based on an impartial and professional evaluation of the
evidence. we will take whatever steps are necessary to investigate the complaint promptly
and thoroughly.
On behalf of City, you have indicated that you desire an independent and objective
Investigation and have in no way dictated or suggested any particular outcome to the
Investigation.
This investigation will not make recommendations with respect to whether potential
corrective action, if any, is appropriate or not appropriate. if any additional allegations are
raised during witness interviews and document review, we will contact you to discuss
whether this scope should be modified.
We will evaluate credibility when witnesses have offered conflicting versions of relevant
events. To make credibility determinations, 1 will use the factors suggested by the U.S. Equal
Employment Opportunity Commission in its publication entitled "Enforcement Guidance on
Vicarious Employer Liability for Unlawful Harassment by Supervisors." (Publication No.
915.002, dated 6/ 1 / .) These factors are: I presence or absence ofcorroboration; (2)
presence or absence of contradictions; 3 whether the facts are inherently improbable; (4)
whether the witness has a motive to fabricate; and presence or absence of declarations
against interest. (Equal Employment Opportunity Commission, Enforcement Guidance on
Vicarious Employer er i t ili o Unlawfid Haras.sment by Supervisors (June 18, 1999)).
2. Fees and Personnel: As compensation for our services, our fees will be based on the
billing rates as agreed to for the personnel performing services under this Legal Services
Agreement. Those billing rates for attorneys, paralegals and legal assistants are attached as
Attachment 1.
l will be the principal in charge of representing your interests. My hourly rate is $485. l will
be assisted by Associate David Middleton. IVtr. Middleton's hourly rate is $350. if other
attorneys, paralegals or case assistants are .assigned to work on your matter, the then -current
hourly rates of those individuals, will be utilized. This Agreement retains the legal services of
Meyers Nave and not of a particular attorney.
A PROFESSIONAL LAW CORPORATION OAKLAND LOS AN ELES SACRAMENTO SANTA ROSA SAN DIEGO
Charles E. Bell, Jr.
Jennifer K. Gilman
Fug -, 2022-
Page 3
Based upon our discussion, we understand that the expected interviews will include the
Complainant and the two (2) Subjects, and two additional fact witnesses, for a total of
five interviews.
3. Retainer. No retainer will be charged for this engagement.
4. Attorney Client Privilege. it is understood that this Investigation is being conducted
in anticipation of litigation and in order to provide legal advice to the City. United Statesv.
Rowe, ('9ttt irr 1 6 F.3d 1294, 1297. This Investigation i.s being conducted under the
attorney -client privilege and as attorney work product, unless and until such privilege and
protection is waived by the City. It is further understood that you are retaining Meyers Nave
and myself as the Investigator to utilize my expertise in employment law to identify the
relevant issues and facts, analyze the evidence, and conclude what actually happened,
making findings of fact, as a professional legal service. City of Petaluma v. Superior Court,
(2016) 248 Cal App 41h 1023.
4. Authorized Representative: By signing below, you represent that you are authorized
to execute this Agreement. We understand that you will be our primary contact(s) in this
m atter.
6. Disbursements and Expenses: In addition to hourly fees, we may incur p out-of-
pocket expenses related to your representation. We will notify you in advance before
p
incurring any out-of-pocket expenses in excess of 1,000.0O. Our Statement of Fee and
Billing Information, which sets forth the details of our disbursement and expense policy, is
attached as Attachment 2. Please review this information carefully as well and promptly
contact me so that we may discuss any questions you may have.
7. Billing and Payment Responsibilities: We will send monthly statements which are
due within thirty 3 days of receipt. If you have any questions about an invoice. please
promptly contact me so that we maydiscuss these matters. Our Statement of Fee and Billing
p y
Information sets forth the details of our fee and billing policy.
8. Termination of 'ervices: You may terminate our services at any time by written
notice. After receiving such notice, we will cease providing services. We will cooperate with
you in the orderly transfer of all related files and records to your new counsel. We may
terminate our services at any time with your consent or for good cause. Good cause exists if:
(a) any undisputed statement is not paid within sixty; days of its date; (b) you fail to
meet any other obligation under this Agreement and continue in that failure for fifteen (15)
days after we send written notice to you: (c) you have misrepresented or failed to disclose
material facts to us., refused to cooperate with us, refused to follow our advice on a material
matter, or otherwise made our representation unreasonably difficult; or (d) any other
circumstance exists in which ethical rules of the legal profession mandate or permit
termination, including situations where a conflict of interest arises. If we terminate our
services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in
effecting that termination. Termination of our services, whether by you or by us will not
A PROFESSIONAL LAW CORPORATION OAKL.AND LOS ANGELES SACRA 'IENTO SANTA ROSA SAN DIEGO
Charles E. Bell, Jr,
Jennifer . Gilman
Fe-131Itacy 214022
Page
relieve the obligation to pay for services rendered and costs incurred before our services
formally ceased.
9. Insurance: burring the term of this engagement, Meyers Nave shall take out and
maintain general liability and property damage insurance In amounts not less than
1,000,000; professional errors and omissions insurance, in amounts not less than $2,000,000
per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced
in required limits of liability unless at least tern (10) days advance written notice be given to
you.
10. No Guarantee of Outcome: Any comments made by Meyers Nave about the
potential outcome of this matter are expressions of opinion only and are not guarantees or
promises ses about any outcome or results.
11. Dispute ute Resolution: In the event the City becomes dissatisfied with any aspect of the
representation, if the Firm is unable to resolve any dispute, and after mandatory dispute
resolution procedures have been waived or exhausted, the parties may mutually agree to
submit such dispute to final and binding arbitration in San Diego County, California before
the American Arbitration Association, pursuant to its then prevailing rules, unless the parties
agree in writing to a different arbitration method or forum.
By signing this Agreement, you acknowledge and agree that you have read and understand
this arbitration provision. You understand that by agreeing to arbitration we each give up the
right to present our claims or defenses for trial by a judge or jury, and we also give up the
right to an appeal. The initial resort to the courts by either party shall not be considered a
waiver of that party's right to compel binding arbitration under this provision. This
Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to principles of conflicts of laws.
12. Document Retention: In the course of the Firm's representation, you may provide us
with and we may obtain documents that are relevant to the representation. Some of those
documents may be important to you and so that there is no confusion we find that it is useful
at the inception of the- representation for us to communicate our Document Retention Policy,
Meyers Nave is committed to using less paper and eliminating unnecessary copies of
documents. This helps us manage information, helps the environment and helps us control
costs. The materials pertaining to this utter belong to you and you may access them or have
duplicates provided to you at any time.
13. Entire Agreement; Full Understanding; Modifications in Writing: This letter
contains our entire agreement about our representation. Any modifications or additions to
this letter agreement must be made in writing.
14. Conflicts. The Firm is not aware of any potential conflicts of interest in representing
the City with regard to the subject of the representation. Nonetheless, The C ity understands
d
and ac nog led es that while Firm represents the City, the Firm may be asked to represent
.A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SIAN DIEGO
Charles E. Bell. Jr.
Jennifer I. Gilman
Febs-2
Page
another client in connection with matters, unrelated to the subject of this representation,
adverse to or involving the City's interests. Because of the size andscope of the Firm's legal
practice, it is possible that lawyers in one or more ot'the Firm's offices or practice groups,
(includin,g the Firms extensive public law practice), may now or in the future represent
parties in matters, unrelated to the subject of the representation, in which their interests may
be adverse to those of the City or its affiliates, or that have contractual or other dealings with
the City. By- executing,- this Agreement, the City acknowledges that should any situation, arise
where the Firm in the future represents other clients who directly, or through an affiliate,
may be adverse to the City or its affiliates, such situations will be addressed by the City and
the Firm on a case -by -case basis.
We would request that you review this letter carefully and,. if it is consistent with your
understanding of our respective responsibilities, please so indicate by returning a signed copy
of this letter to me at your earliest convenience.
We appreciate the opportunity to serve as your lawyers and to conduct the Investigation for
PHI. Please contact me at cpating@meyersnave.com if you have any questions.
' er ' truly 'ours,
or a
Camille Hamilton Pating
Attorney at Law
CHP:kg
cc: Billing
These terms a accepted and agreed to as of the date of this letter.
By
By:
CITY OF NATIONAL CITY
Charles E. Bell. Jr.
City Attorne
Jennife ma
Depu Attor
A PROFESSIONAL LAW CORPORAT!ON OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO
Charles E. Bell, Jr.
Jennifer K. Gilman
February 2 2
Pa2e 6
ATTACHMENT 1
LABOR AND EMPLOYMENT
A/MYERS NAVE
2022 RATE SHEE'
TITLE RATE -Discount for Nat'l City
Sr. Principal $460
Principal $450
Senior Of Counsel$435
Of Counsel 410�
Senior Associate ate 3
80
Mid -Level Associate 4
0
Junior Associate 2
5
Law Clerk$225
Sr. Paralegal 1
5
Paralegal l 8
Litigation ation Support Specialist 4
5
Case Assistant 185
\ PROFESSIONAL LAW CORPORATION OAKLAND L S ANGELES SACRAMENTO SANTA ROSA SAN DIEGO
Charles E. Bell. Jr.
Jennifer I. Gilman
-February , -
Pa e 7
ATTACHMENT 2
MEYERS NAVE
STATEMENT OF FEE AND BILLING INFORMATION
The following is a general description of our fee and billing policies. These general policies
may be modified by the specific engagement letter or agreement to which this summary is
attached.
Professional Fees. Our fees for professional services are based on the fair value of the
services rendered. To help us determine the value of our services, our attorneys and
paralegals maintain time records for each client and matter. Our attorneys and paralegals are
assigned hourly rates which are based on years of experience, specialization, training and
level of professional attainment. To keep professional fees at a minimum, legal work that
does not require more experienced attorneys will be performed, where feasible, by attorneys
with lower billing rates. Ofcourse, the quality of the work is paramount, and we do not
sacrifice quality to economy.
Before undertaking a particular assignment, we will, if requested, provide you with a fee
estimate to the extent possible. Estimates are not possible for some matters, however, and
cannot be relied on in many others because the scope of our work will not be clear at the
outset. When a fee estimate is given, it is only an estimate; it is not a maximum or minimum
fee quotation. The actual fee may be more or less than the quoted estimate.
Retainer. Our normal practice is to require a retainer to cover a portion ofthe anticipated
attorneys' fees and costs. Any retainer will be placed in the f rm's trust account. At the
conclusion of our services, we will f return to our client any unapplied retainer, after deducting
payment for charges billed or to -be -billed for services and any remaining out-of-pocket
expenses.
Billing And Payment Procedures. Unless other arrangements are made at the time of the
engagement, invoices will be sent monthly. invoices for outside services exceeding $100
may bee billed separately. Occasionally, however, we may defer billing for a given month or
months if the accrued fees and costs do not warrant current billing or if other circumstances
would make it appropriate to defer billing.
Our invoices contain a brief narrative description of the work performed; if requested, the
initials ofthe attorney who performed the work will appear on the statement. The invoice
will include a line item reflecting in-house adt i istrative costs. The firrn's in-house
administrative costs include duplicating facsimile charges, telephone charges,E-mail.
postage, mileage and other administrative expenses.
The firm will be reimbursed for all outside services inciirred in the course of providing legal
services to our clients. Outside services will include, but are not limited to, all third -party
expenses, delivery charges, travel expenses, outside research services. filing fees, expert
witness and expert consultant fees.
A PROCFSSIONAL LAW CORPORATION OAKLAND 105 ANC ELES SACRAMENTO SANTA ROSPA SAN DIEGO
Charles E. Bell, Jr.
Jennifer K. Gilinan
e -ua 4, 2022-
'age
if you have any questions regarding an invoice, the Finance Director or Executive Director is
available to answer your questions. For any unresolved matters, the Bar Association has an
arbitration mechanism that can be used to resolve such matters.
Late Payments. Statements for services are payable upon presentation and, in all events,
within thirty (30) days after receipt. occasionally a client has difficulty in making timely
payments. To avoid burdening those clients who pay their statements promptly with the
added costs we incur as a result of late payments, City understand that Meyers Nave may
determine to stop services if undisputed statements are not paid within thirty (30) days. In
the unlikely event we are required to institute legal proceedings to collect fees and costs, the
prevailing party will be entitled to reasonable attorneys' fees and other costs of collection.
A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELE:S SACRAMENTO SANTA ROSA SAN DIEGO
ACOie a
CERTI
FICATE OF LIABILITY INSURANCE
511,12022
DATE (MMIDDIY'YYY)
4/30/2021
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 OFINSURANCE OE T CONSTITUTE A CONTRACT BETWEEN THE —ISSUING IN U E (S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy{ies) must have ADDITIONAL INSURED provisions or 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 lieu of such endoarsement(s).
PRODUCER Lockton Insurance Brokers, LLC
777 S. Figueroa Street, 52nd F1.
CA License #0F15767
Los Angeles CA 9001.7
(21 ) -00 5
INSURED Meyers Nave, a Professional Corporation
1.491 881999 Harrison St., 9t1Floor
Oakland CA 94612
CONTACT
NAME:
PHONE yy#{\
INC, No. Ext);
E-MAIL
ADDRESS:
FAX
(NCB _No):
INSURER(S) AFFORDING COVERAGE
INSURER A: Vigilant Insurance Company
1rgsuRE :Federal Insurance `many
INSURER C : Underwriters at Lloyd's London (1L)
INSURER D :
INSURER E :
INSURER F
NAic #
20397
20281
15792
COVERAGES MEYNA01
CERTIFICATE NUMBER: 1751 33
REVISION NUMBER: XXXXXXX
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 1 IAY 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
ADDL
INSD
SUER
WVD
POLICY NUMBER
POLICY EFF
(MMIDOIYYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
A
x
COMMERCIAL GENERAL LIABILITY
Y
N
35904309
511/2021
/112022
EACH OCCURRENCE
$ 1,000 000
CLAIMS -MADE
OCCUR
DAMAGE TED
PREMSESO(Ea occurrence)�
$ 1 ,000,000
MED EXP (Any one person)
$ 10‘000
PERSONAL & ADV INJURY
1
,0O0000
GEN"L
AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$ 2.,00000
POLICY
X
PR -
, JEC i
LOC
PRODUCTS - COMP/OP AGG
$ 2
O00,000
OTHER:
B
AUTOMOBILE LIABILITY
N
N
5-71-30
511 / 02 1
5/1 I2022
glaBccIlyeDnIINGLE LIMIT
$ 1,100.
000
ANY AUTO
BODILY INJURY (Per person)
$XXXXXX
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
BODILY INJURY (Per accident)
$
XXXXXXX
HIRED
AUTOS ONLY ;I
NON -OWNED
AUTOS ONLY
PROPERTY DAMAGE
(Per acc[dent)
$
XXX
Comp/Col I ed,
$
1,000
x
UMBRELLA LIAR , X
OCCUR
79871939
5/ 1 /2021
51/2022
EACH OCCURRENCE
$
10 000000
EXCESS LIAB
CLAIMS -MADE
AGGREGATE
$
10,000,000
DED
RETENTION $
$
XXXXXXX
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
N
71726427
-
5/ 1 / 021
5x l /20=?
PTATUTE
OTH-
Y", N
$
1.000 000
ANY PROPRIETOR/PARTNER/EXECUTIVE
'`
A
E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED?
N I
—
$
1,000_ ,O 0_
(Mandatory in NH)
EL. DISEASE - EA EMPLOYEE
If yes, describe under
DESCRIPTION OF OPERATIONS below
_
EL DISEASE - POLICY LIMIT
$
1,0 0, 000
`yber
1 f
N
P? 10 519-5720-0621
6/ 1 / 021
6 1,2012
S2,000,000. $10,000 Deductible
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Additional Named Insured: Meyers Nave Riback Silver & Wilson A Professional Corp. The City ofNationaI City is an Additional Insured to the extent provided
by the policy language or endorsement Issued or approved by the insurance carrier.
CERTIFICATE HOLDER
CANCELLATION See Attachment
17516033
The City of National City
1243 National City Blvd.
National City CA 91950
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTHORIZED REPR
ACORD 2 (2016/03)
CI 1 88-201 ` AC D CORPORATION. All ri
The ACORD name and logo are registered marks of ACORD
hts reserved.
MEYERIO
CERTIFICATE OF LIABILITY INSURANCE
OP ID: RF
DATE (MM!DD(YYYY)
04/19/2021
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 AMENDEXTEND 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(ies) must have ADDITIONAL INSURED provisions or 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 lieu of such endorsement(s).
PRODUCER
Ahern Insurance Brokerage
9655 Granite Ridge Dr., #500
San Diego, CA 92123
Shawn M. Royle
858-514-7123
3I SURED
Meyers Nave, A Professional Corporation
1999 Harrison Street, 9th FI.
Oakland, CA 94612
2ACT
Shawn M. Royle
PEIONE Ic 858-514-7123
- IL srelyle@aherninsurance1com
ADDRESS,
FAG, Nat:858-571' -9010
INSURER AFFORDING COVERAGE
INSURER A :Ascot Specialty Insurance Comp
INSURER B
INSURER C
INSURER D :
INSURER E
INSURER F :
NAIC #
45055
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 1S SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTRINS°
TYPE OF INSURANCE
ADDL ,SUBR
IW11D
POLICY
POLICY EFF
(J�IM!Dp!YYYY1
POLICY EXP
(MMIDD!YYYY)
LIMITS
COMMERCIAL GENERAL LIABILITY
EACHOCCURRENCE
S
CLAIMS -MADE I. 1
OCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one perse
_
PERSONAL & ADV INJURY
$
GEN'L
AGGREGATE LIMIT APPLIES PER_
GENERAL AGGREGATE
$
PQLI Y
PRO-
JECT
LOC
PRODUCTS - COMPI P AGG
$ - —
OTHER:
$
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
(Ea accident)
$
ANY AUTO
BODILY INJURY (Per person)
$
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
BODILY INJURY (Per accidenQ
3
HIRED
ONLY
NON-OWNED
ATOSOY
PROPERTY DAMAGETOS
Per accident)
$ —
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
EXCESS LIAB
CLAIMS -MADE
AGGREGATE
DEC}
RETENTION• $
I
$
WORKERS COMPENSATION
AND EMPLOYERS" LIABILITY
STATUTEPER
OTH-
Y NER
ANY PROPRIETOIPARTNERIEXECUTIVE
E.L. EACH ACCIDENT $
OFFICERIMEMBER EXCLUDED?
N t A
(Mandatory in NH)
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below
E_L. DISEASE - POLICY LIMIT
A
PROFESSIONAL LIAB.
(LAWYERS)
LPPL2110000427-01
05/01/2021
05/01/2022
PER CLAIM
AGGREGATE
5,000,000
5,000,000
DESCRIPTION
DEDUCTIBLE
DEDUCTIBLE
OF OPERATIONS./ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
(EACH CLAIM): $100,000
(AGGREGATE): $ 00,000
CERTIFICATE HOLDER
The City of National City
1243 National City Blvd.
National City, CA 91950-0000
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (201610 )
1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD