item no.
APPROVED BY
10: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: EDWIN J. NORRIS, P.E., INTERIM DIRECTOR OF PUBLIC WOR SUBJECT: APPROVE PROFESSIONAL SERVICES AGREEMENT WITH JONES MAYER
FOR PROFESSIONAL ON -CALL LEGAL SERVICES RELATED TO RIGHT-OF-
WAY ACQUISITION
That the City Council,
1. Approve the Professional Services Agreement with Jones Mayer for Professional On - Call Legal Services related to right-of-way Acquisition,
2. Authorize the Mayor to execute the agreement in a form approved by the City Attorney, and
3. Authorize the City Manager to execute any amendments to the Agreement as necessary in a form approved by the City Attorney.
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LEGAL SERVICES RELATED TO RIGHT-OF-WAY ACQUISITION
MARCH 14,2023
PAGE #2
execution of the attached agreement (Attachment A) with Jones Mayer will be necessary. Staff recommends the approval of the agreement in order to maintain momentum on the projects currently under way as well as to have said legal services available for future projects. 107M. aws alm-n- rganma=z
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Jones Mayer will provide the same professional legal services at the rate of $235/hour for Mr.
Gridley's services so there is no fiscal impact. The cost of said legal services will be charged to various Capital Improvement Projects.
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4 This Agreement, entered into this 15th day of _March 2023, by and between the CITY OF DOWNEY, a California municipal corporation and charter city (hereinafter referred to as and JONES MAYER (hereinafter referred to as "CONSULTANT") (collectively referred to herein as the "PARTIES").
WHEREAS, the CITY desires to employ CONSULTANT to fumish specialized professional legal services ('TROFESSIONAL SERVICES"); and
WHEREAS, the CITY has determined that CONSULTANT is qualified by experience ant ability to perform the services desired by CITY, and CONSULTANT is willing to perform such services; and
WHEREAS, CONSULTANT will conduct all the work as described and detailed in this Agreement to be provided to the CITY.
I pill M so 121 t'4 .4 -ard 014:1114111 011140JO-1114 ft CA Zy &9N I CITY hereby agrees to engage CONSULTANT and CONSULTANT hereby agrees to perform the services hereinafter s"et forth, in accordance with all ternis and conditions contained herein.
CONSULTANT represents that all professional services required hereunder will be performed directly by CONSULTANT, or under direct supervision of CONSULTANT.
2.1 CONSULTANT shall provide services on an as -needed basis as requested by CITY as described in Exhibit "A" entitled "Scope of Services," attached hereto and made a part hereof.
2.2 As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement.
2.3 CONSULTANT will, in a professional manner, furnish all labor and all personnel; all supplies, materials, equipment, printing, vehicles, transportation, office space, and facilities; all testing, analyses, and calculations; and all other means, except as otherwise expressly specified to be furnished SERVICES.
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2.4 CONSULTANT shall be compensated for work completed on an as -needed basis for basic services rendered under this Section 2, at the rates as more particularly described in Exhibit 111311 entitled "Fees." CONSULTANT shall be compensated for additional services only upon prior written approval of CITY.
2.5 CONSULTANT shall submit monthly statements for basic and additional services rendered in accordance with this Agreement. Payments to CONSULTANT will be made by CITY within &7?ftn3;17%t$-.s !rM-FAP
CITY, within ten (10) days from the date of receipt of such billing, notifies CONSULTANT in writing of alleged inaccuracies, discrepancies, or errors in billing. In the event CITY disputes part or all of an invoice, CITY shall pay the undisputed portion of the invoice within the above mentioned thirty days.
Section 3. TERM.
The PROFESSIONAL SERVICES provided under this Agreement shall begin on the effective to��- - �11_ � of this A,23reement as more ?,articulaE1.-,_ described under and pursuant to Section 13 of this Agreement.
Section 4. CHANGES.
CITY may order changes to the Scope of Services within the general scope of this Agreement consisting of additions, deletions, or other revisions. If such changes cause a change in the CONSULTANT's cost of, or time required for, completion of the Scope of Services, an equitable ade, �ecttotheCITY's
approval. All such changes shall be authorized in writing, executed by CONSULTANT and CITY.
Section 5. OWNERSHIP OF DOCUMENTS.
All documents, data, studies, drawings, maps, models, photographs, and reports prepared by CONSULTANT under this Agreement shall be considered the property of CITY. CONSULTANT may I ut-k'.all deliver-A"rioinaLmaterials-W
-ff aterials as desired. b
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At any time during normal business hours and as often as may be deemed necessary the CONSULTANT shall make available to a representative of CITY for examination all of its records with respect to all matters covered by this Agreement and shall permit CITY to audit, examine and/or reproduce such records. CONSULTANT shall retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement.
Section 7. NO ASSIGNMENTS.
Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which CITY, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void.
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to control the means by which CONSULTANT accomplishes its services. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT or any subconsultant as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT shall follow the direction of the CITY as to end results of the work only.
Neither CONSULTANT nor CONSULTANT's employees shall in any event be entitled to any 1r1 •• d, includin , but not limited to, overtime, My retirement 117��Ilml , I I I I , I 1�i I W 11 W I , I OWN M-1 WIN - "A 1 0 M I W-1 'a 19 1 W I 11461010 Dullig SUICIJ rcsPullslulu LUL all bual III LLCYS,
withholding and all other regulations and laws governing such matters.
Section 9. LICENSES, PERMITS, ETC.
CONSULTANT represents and declares to CITY that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Anreement. an license permit, or agLy .InLoval , hich is le11 &_ required for CONSULTANT to practice its profession.
10.1 CONSULTANT shall procure and maintain for the duration of this Agreement insurance Best's rating of no less than "A-" and "VII" unless otherwise approved in writing by the CITY's Risk Manager.
10.2 CONSULTANT's liabties, including but not limited to CONSULTANT's indemnity obligations, under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. All policies of insurance required hereunder must provide that the CITY is entitled to thirty (30) days prior written notice of cancellation or non -renewal of the policy or policies, or ten (10) days prior written notice for cancellation due to non-payment of premium. Maintenance of speced insurance coverage is a material element of this Agreement.
10.3 Types and Amounts Required. CONSULTANT shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
10.3.1 [R�Comrnercial General Liability (CGL). If checked the CONSULTANT shall maintain CGL Insurance written on an ISO Occurrence form or equivalent providing coverage at least as broad which shall cover liability arising from any and all personal injury or property damage in the amount 1f $1,000,000-00 per occurrence and subject to an annual aggregate of $2,000,000.00. There
shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs, insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
10.3.2 O-Commercial Automobile Liability. If checked the CONSULTANT shall maintain Commercial Automobile Liability Insurance for all of the CONSULTANT's automobiles - insurance written on an ISO form CA
00 0 1 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of $1,000,000.00 per occurrence.
Insurance certificate shall reflect coverage for any automobile (any auto).
10.3.3 ZWorkers' Compensation. If checked the CONSULTANT shall maintain Worker's Compensation insurance for all of the CONSULTANT's employees who are subject to this Agreement and to the extent required by applicable state or federal law, a Workers' Compensation policy pu h[al �ili-- • ge. The CONSULTANT shall Cirovide
an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives.
10.3.4 EProfessional Liability. If checked the CONSULTANT shall also maintain Professional Liability (errors and omissions) coverage with a limit of $1,000,000 per claim and $2,000,000 annual aggregate. The CONSULTANT shall ensure both that (1) the policy retroactive date MI I "I'l - -4a;d" i;"XW4MWW"" W-2wii
111 10rW 10F U PCfLUU 01 K-L'M J UWS =Wf SLUSURILIdl U+111PICLITU 411 I-M—SVITIE +1 3CF4 IMILPIF LCHUMULT1111 of this Agreement whichever occurs last. The CONSULTANT agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the CITY's exposure to loss.
All defense costs shall be outside the limits of the policy.
10.4 Deductibles and Self-tnsured Retentions. Any deductibles or self -insured retentions are the responsibility of the CONSULTANT and must be declared to and approved by the CITY. At the option of the CITY, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the CITY, its officers, officials, employees and volunteers, or (2) the CONSULTANT shall provide a financial guarantee satisfactory to the CITY guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
10.5 Additional Required Provisions. The commercial general liability and automobile liability policies shall contain, or be endorsed to contain, the following provisions:
10.5.1 The CITY, its officers, officials, employees, and representatives shall be named as additional insureds. The CITY's additional insured status must be reflected on additional insured endorsement form which shall be submitted to the CITY.
10.5.2 The policies are primary and non-contributory to any insurance that may be carried by the CITY, as reflected in an endorsement which shall be submitted to the CITY.
10.6 Vercation of Coverage. CONSULTANT shall furnish the ary with original certificates and amendatory endorsements effecting coverage required by this Section 10. The endorsement should be on forms provided by the CITY or on other than the CITY's forms provided t �J i@ - ents. All certificates and endorsements are to be received 2 certified copies of all required insurance policies, including endorsements affecting the coveragc required by these speccations at any time.
10.7 City Options. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either (1) immediately terminate this Agreement, or (2) take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
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of its ofticers, agents anci employees anci suDconvactors In rvg� TU LU My ILIKA11111 11--i Iff dUL1T1LJF CIduricit—lop-LL by them on behalf of CITY pursuant to the terms of this Agreement.
Except as CITY may specify in writing, CONSULTANT shall have no authority, expressed or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONSULTANT shall have no authority, expressed or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever.
Section 12. INDEMNITY.
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold WAI I CK to I I F1.1
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Either party may terminate this Agreement at any time by giving ten (10) calendar days written notice to the other party of such termination and specifying the effective date thereof at least ten (10) calendar days before the effective date of such termination. In the event of a termination by CITY, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT shall, at the option of CITY, become the property of CITY. If this Agreement is terminated by CITY as provided herein, CONSULTANT will be paid an amount which ?F
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Should CONSULTANT be in default of any covenant or condition hereo,. CITY may (10) calendar days 1f receiving written notice of the default.
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information, marital status, or sexual orientation. CONSULTANT will take affirmative action to insure t1whij�h-maith—me em".1 yet-ani firat
sex, race, color, age, religion, ancestry, national origin, disability, medical condition, genetic information, marital status, or sexual orientation. 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.
CONSULTANT knows of no interests where it holds nor of any relationship it has or may have that would constitute a conflict of CONSULTANT performing the duties set forth in this Agreement solely in the best interest of CITY.
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consent of CITY. CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this SEE =1
a thirf. party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.
In the event of a dispute between CITY and CONSULTANT concerning the terms of this to mediation. If both PARTIES agree to mediation, CITY and CONSULTANT agree to cooperate in good faith to promptly select a mediator, to schedule a mediation session, and to attempt to settle the claim or dispute through mediation.
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All communications to either party by the other party shall be deemed made when received by such party at its respective name and address, as follows:
CITY: City of Downey
Attn: City Manager
I 1111 Brookshire Avenue
Downey, CA 90241
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City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, CA 90241
CONSULTANT: JONES MAYER
Attn: Bruce Gridley
3777 N. Harbor Blvd.
Fullerton, CA 92835
Such notice shall be deemed made when personally delivered or when mailed, five (5) days after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
This Agreement and its performance shall be governed, interpreted, construed, and regulated by the laws of the State of California. Any action brought to enforce or interpret any portion of this Agreement shall be brought in the County of Los Angeles, California - Section 21. ENTIRE AGREEMENT.
This Agreement, and its Exhibits, set forth the entire understanding of the PARTIES. There are no other understandings, terms or other agreements expressed or implied, oral or written.
Section 22. SEVERABILITY.
If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or c,,uch ?.ortion shall be deemed modified to the extent necessary, in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement shall continue in full force and effect.
6 Section 23. TIME IS OF ESSENCE.
Time is of the essence for each and every provision of this agreement that states a time for performance and for every deadline imposed by the CITY.
Section 24. COMPLIANCE WITH LAW.
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under this Agreement.
Section 25. STATEMENT OF EXPERIENCE.
By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform this Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance cersonnel. current workload. experience in dealin�-q
with private owners, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.
Section 26. NO WAIVER.
No failure of either the CITY or the CONSULTANT to insist upon the strict performance by the other of any covenant, term or condition of this Agreement, nor any failure to exercise any right or -if Agreement shall constitu"
a waiver of any such breach of such covenant, term or condition.
Section 27. DRAFTING AMBIGUITIES.
The PARTIES agree that they are aware that they have the right to be advised by counsel with to seeK acivice oj counsei WITI rCNpML LU U11SejgTCCMCIN U LQL;jjVjJn 7FLUM IS LIC S411C each party. This Agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of this Agreement.
Section 28. CONFLICTS BETWEEN TERMS.
If an apparent conflict or inconsistency exists between the main body of this Agreement and the •
-riain bodv of this Agreement shall control. If a conflict exists between an applicable federal, M01
requirement shall control. Each party shall notify the other immediately upon the identcation of any apparent conflict or inconsistency concerning this Agreement. gection 29. EXHIBITS INCORPORATED.
Exhibits "A" and "B" are incorporated into this Agreement by this reference.
Section 30. SIGNING AUTHORITY.
The representative for each party signing on behalf of a corporation, partnership, joint venture or mtMT-
parmersmp, joint venture, oU agrucs to nulu MCI
is later determined that such authority does not exist. 0 IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement the day and year first hereinabove written.
CITY: CONSULTANT:
CITY OF DOWNEY, JONES MAYER
a California municipal corporation
and charter city
y :Claudia M. Fro eta
Its: Mayor
ATTEST:
Duarte,Maria A.
City Clerk
APPROVED AS TO • •
AttorneyLauren Langer v
Interim City
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rd D. t yes er
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JONES MAYER
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CONSULTANT agrees to render legal services to the CITY when and as requested by the CITY with regard to a road widening project. Services to be performed by CONSULTANT may include, but are • limited • the rendering of "•. advice and consultation; representation of the CITY in negotiations with property owners, developers, and others; ftimishing of written legal opinions; drafting and preparation of necessary legal contracts and documents; legal reviews and approval of contracts and documents; attendance at local hearings or other meetings as required; and litigation services; all as requested •, the CITY.
me ='1' t7w"PRP
Principal
Senior Counsel
Of Counsel
Seni+r Assio,ciate
Associate
Paralegal
Legal Assistant
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Travel, subsistence, and other out-of-pocket expenses authorized in connection with the performance of duties under the agreement would include, along with any other such authorized expenses:
a. The amount of the actual cost of coach class transportation by common carrier or at the per mile rate established by the IRS, if travel is performed by privately -owned vehicle; b. Reasonable subsistence expenses, supported by detailed records in the amount of actual costs; C. Taxi and ride share fares, postage, online legal research and similar expenditures in the amount of the actual cost; and similar expenditures in the amount of the actual cost; and d. Fees and costs incurred by the firm in engaging consultants and experts approved by the client.
The firm shall not be reimbursed for secretarial or typist services for normal office operating expense. '5 �_�_iWtov rgi--YL
charges for service of process and costs of investigation.