Inglewood CITY OF INGLEWOOD *t??i?ki?i?ti 09 OFFICE OF THE CITY ATTORNEY 2009 DATE: March 17, 2015 TO: Mayor and Council Members FROM: Of?ce of the City Attorney SUBJECT: Agreement between Majesty Law Group and the City of Inglewood for Legal Services Rendered RECOMMENDATION: It is recommended that the Mayor and Council members approve an Agreement with Majesty Law Group to provide legal services to the City in the amount of $50,000. (General Fund) BACKGROUND: In January 2015, the City retained the services of Ms. JoAnna Esty of the law ?rm Majesty Law Group to assist it with copyrighting the City?s videos and determining if an individual is allowed to make derivative works of the City?s videos without the City?s permission. DISCUSSION: Ms. Esty has been a practicing attorney for over 25 years. Ms. Esty regularly litigates complex civil intellectual preperty matters in federal and state courts. She has represented clients in administrative proceedings before state, federal and regulatory agencies, and has handled litigation of patent infringement diSputes in various technology areas such as licensing of computer software and hardware systems. She has also served as the co-editor of New Matter, the periodical published by the IP Section of the State Bar of California and taught legal courses at the University of Southern California. She has discounted her normal fees to assist the City in this matter. Ms. JoAnna Esty is the principal attorney and her hourly rate is $300 per hour and $100 per hour for law clerk and paralegal assistance. ISSUES AND SOURCES: Suf?cient Funds are available in the Council-approved Fiscal Year 2014-2015 budget under Account Code No. 001.099.9930.44899.00 (General Fund-Non?Departrnental- Contract Services-Non? Departmental). Mayor and Council Members Page 2 of 3 JoAnna Esty Agreement March 17, 2015 LEGAL REVIEW VERIFICATION: This report, in its entirety, has been submitted to, reviewed and approved by the Of?ce of the City Attorney. FINANCE REVIEW VERIFICATION: This report in its entirety, has been submitt reviewed and approved by the Finance Department. DESCRIPTION OF ANY ATTACHMENTS: Agreement for Legal Services Mayor and Council Members JoAnna Esg: Agreement March 17, 2015 Page 3 of 3 APPROVAL VERIFICATION SHEET PREPARED BY: Kenneth R. Campos, City Attorney COUNCIL PRESENTER: Kenneth R. Campos, City Attorney DEPARTMENT HEAD APPROVAL: Kenneth R. Campos, City Attofney /r /m Artie ields, Ci anager CITY MANAGER APPROVAL: AGREEMENT 0.3 THIS AGREEMENT is made and entered into this day of 2015, by and between the CITY OF INGLEWOOD (hereinafter referred to as the ?City?), a municipal corporation, One Manchester Boulevard, Inglewood, California 90301 and Majesty Law Group, a Professional Law Corporation (hereinafter referred to as ?Special Counsel,?) with its principal place of business located at 6080 Center Drive, 6TH Floor, Los Angeles, California 90045. WHEREAS, the Special Counsel has represented the City in copyright and propriety matters; and WHEREAS, the City is desirous of continuing this professional relationship; and WHEREAS, Special Counsel is desirous of continuing to provide the City with legal representation and to be capable, quali?ed and experienced in providing such services and representation. NOW, THEREFORE, the City and Special Counsel (hereinafter collectively referred to as the ?Parties?), hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES Special Counsel agrees to render legal services to the City when and as requested by the City Attorney and under his direction. Legal services to be performed by Special Counsel under this Agreement may include, but are not limited to the rendering of legal advice and consultation, the drafting and preparation of necessary legal documents to effectuate the best interests of the City, and all appearances required by the court in litigation involving the City. Also, Special Counsel has the authority to retain experts to assist it in the representation of the City. ARTICLE 2 DUTIES OF THE CITY The City shall provide Special Counsel with such information as is possessed by the City and which is normally supplied to attorneys performing such services. ARTICLE 3 RESPONSIBLE ATTORNEY The Parties hereto agree that, unless otherwise speci?cally designated or agreed to by the City, JoAnna Esty, Esq., shall be personally responsible for and supervise all matters assigned to and handled by Special Counsel. The City shall have the right to designate other specific attorneys associated with Special Counsel to handle any particular matter or matters. ARTICLE 4 COMPENSATION The City agrees to pay Special Counsel, for services faithfully rendered hereunder, at the following rates! Senior Principal Level Associates .. $300.00 per hour Law Clerk and Paralegal .. $100.00 per hour The total compensation provided for pursuant to this Agreement shall not exceed Fifty Thousand and 00/100 dollars If additional funds are necessary for the provision of services as authorized pursuant to this Agreement, such additional funds must be approved by the City. In addition to the hourly time charges, Special Counsel shall be reimbursed for expenses actually and necessarily incurred including, but not limited to photocopying, long distance telephone charges, facsimile communication charges, overnight courier services, postage, travel expenses, filing fees, hiring of experts and similar expenses customarily separately billed by Special Counsel to its clients. If such expenses are signi?cant, Special Counsel may arrange for them to be billed directly to the City, if the expenses were authorized by the City Attorney. It is understood and agreed that Special Counsel is serving in a limited capacity to the City and only those services which the City Attorney has authorized to be performed shall be compensable hereunder. Special Counsel shall invoice the City on a basis for all work done and shall specify the number and dates of hours worked during the preceding month. Special Counsel shall certify on each invoice that it is entitled to receive the amounts requisitioned. Each invoice shall be in the form and number of copies requested by the City. Payment shall be made as soon as practicable in the ordinary course of the City?s business, after the City has approved the invoice for payment. Special Counsel shall maintain proper records of the hours worked pursuant to this Agreement and such records shall be open at any reasonable time for inspection by the City. ARTICLE 5 INSURANCE REQUIREMENTS Special Counsel shall provide and maintain, during the term of this Agreement, professional malpractice liability insurance in the amount of $1,000,000.00, as evidenced by a Certi?cate of Insurance. The Certi?cate of Insurance shall be ?led with the City upon execution of this Agreement. The Certi?cate of Insurance shall be reviewed for approval by the City Attorney or designee. ARTICLE 6 FINDINGS CONFIDENTIAL All reports, documents, ?ndings and conclusions, and any and all similar documents prepared or assembled by Special Counsel under this Agreement are con?dential. Special Counsel agrees that no documents prepared or assembled by it under this Agreement shall be made available to any individual or organization without prior written approval of the City, unless required by law. ARTICLE 7 NON Special Counsel shall not assign any interest in this Agreement and shall not transfer any interest in the same, whether by assignment or novation, without prior written approval of the City. ARTICLE 8 NOTICE Any notices given pursuant to this Agreement shall be deemed received and effective when properly addressed, posted, and deposited in the United States mail addressed to the respective Parties as follows: Special Counsel: JoAnna Esty, Esq. City Attorney: Kenneth Campos, Esq. City Attorney Majesty Law Group 6080 Center Dr., 6TH Fl, Los Angeles, California 90045 One Manchester Boulevard, Suite 860 Inglewood, CA 90301-1750 with a copy to: Yvonne Horton, City Clerk One Manchester Boulevard, Inglewood, CA 90301 ARTICLE 9 EQUAL EMPLOYMENT OPPORTUNITY Special Counsel agrees that during the performance of this Agreement, it shall not discriminate against any employee or applicant for employment because of race, creed, religion, color, sex, sexual orientation, age, disability or national origin. ARTICLE 10 CHANGES, AMENDMENTS AND MODIFICATIONS No changes, amendments or modifications to this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties hereto. ARTICLE 11 TERMINATION The City and Special Counsel agree that each shall have the right, at any time, to terminate this Agreement upon written notice to the other party. Any notice of termination shall be given in accord with the requirements of Article 8, herein. Special Counsel, upon receipt of a written notice of termination, shall immediately cease to render additional services to the City. Such termination shall not, however, relieve the City of the obligation to pay the fees due for services rendered and costs incurred prior to such termination. ARTICLE 12 WAIVER Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, not a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Special Counsel shall not constitute a waiver of any of the provisions of this Agreement. ARTICLE 13 GOVERNING VENUE This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Los Angeles, Superior Court, Southwest District, located at 825 Maple Avenue, Torrance, California 90503-5058. In the event of litigation in the United States District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. ARTICLE 14 SEVERABILITY In the event that any condition or covenant herein is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of the Agreement and shall in no way affect any other covenant or condition herein contained as long as the invalid provision does not CDOOQCDUII-PDONJH render the Agreement meaningless with regard to a material term in which event the entire Agreement shall be void. If such condition, covenant, or other provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope of breadth permitted by law. ARTICLE 15 MISCELLANEOUS The Parties waive any bene?ts from the principles of contra proferentum and interpreting ambiguities against drafters. No party shall be deemed to be the drafter of this Agreement, or of any particular provision or provisions, and no part of this Agreement shall be construed against any party on the basis that the particular party is the drafter of any part of this Agreement. Article titles, paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way de?ne, limit, extend, or describe the scope of this Agreement or any provision hereof. ARTICLE 16 - ENTIRE AGREEMENT This Agreement and any agreement, document or instrument attached hereto or referred to herein, integrate all the terms and conditions mentioned herein or incidental hereto, and supersede all oral negotiations and prior writings with respect to the subject matter hereof. In the event of any con?ict between the terms, conditions and provisions of this Agreement and any other such agreement, document or instrument, the terms, conditions and provisions of this Agreement Shall prevail. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year ?rst above written. CITY OF INGLEWOOD MAJESTY LAW GROUP gog?um Esty, Esq., I ecial Counsel James T. Butts, Jr., Mayor ATTEST1 Yvonne Horton, City Clerk APPROVED AS TO FORM: Kenneth Campos, City Attorney COLUMBIA CASUALTY COMPANY Member- JamisonPro DECLARATIONS Purchasing Group, Ltd. ATTACHING TO AND FORMING PART OF INTELLECTUAL PROPERTY LAWYERS PROFESSIONAL LIABILITY POLICY NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY. IT APPLIES ONLY TO THOSE CLAIMS THAT ARE BOTH FIRST MADE AGAINST AN INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. PLEASE REVIEW THIS POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Administered by: Herbert L. Jamison 00., L. L. C. 20 Commerce Drive. Second Floor Cranford. NJ 07016 I Lawyers Policy No.: 2 543 43 3 5 NAMED INSURED: Majesty Law Group PLC ADDRESS: 9719 Pulaski Highway Middle River, MD 21220 POLICY PERIOD: From: 03/22/14 To: 03/22/15 12:01 AM Standard Time at the address shown in Item 1 above. LIMITS OF LIABILITYEach claim - damages and claims expenses Aggregate damages and claim expenses Each claim death or disability and non-practicing extended C) 1 00 0 0 0 reporting period limit of liability damages and claim expenses D) Aggregate death or disability and non-practicing extended reporting period limit of liability damages and claim expenses DEDUCTIBLE: 5 5 I 0 0 Each claim - damages and claim expenses ANNUAL PREMIUM: $5 . 4'72 . 00 PREMIUM TAX: $164 - 16 STAMPING FEE: 0 - 00 RETROACTIVE DATE: 0 8 22 11 FORMS AND ENDORSEMENTS ATTACHING TO THIS POLICY: CNAS REPORT ALL CLAIMS T0: CNA Specialty Claim Email: LPLNewCIaims@cna.com PO. Box 8317 Fax: (866) 4196308 Chicago. Illinois 60680?8317 Online: Lawyers Claim Reporting Questions: (800) 540-0762 AUTHORIZED REPRESENTATIVW Date: 0 8 /22/14 This insurance is issued by a nonadmitted insurer not under the jurisdic? tion of the Maryland Insurance Commissioner. CNA77616XX (1-14) MAJO 0