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HomeMy WebLinkAboutDebra L. Reilly, a Professional Law Corporation dba Reilly Workplace Investigations - 2021-11-01 PROFESSIONAL. SERVICES CONTRACT BETWELN THE' CITY OF HUNIINGTON BEACH AND DEBRA L. REILLY, A PROFESSIONAL LAW CORPORATION dba REILLY \VORKPL.ACE INVESTIGATIONS FOR WORKPLACE INVESTIGATIONS THIS AGREEMENT ("Agreement") is made and entered into by and between the City Attorney on behalf of the City of Huntington Beach. a municipal corporation of the State of California. hereinafter referred to as "CITY,"and DEBRA L. REILLY, A PROFESSIONAL LAW CORPORATION dba REILLY WORKPLACE INVESTIGATIONS. a Professional Law Corporation hereinafter referred to as "CONSULTANT." WHEREAS. the City's Flwnan Resources Department. through the City Attorney's Office desires to engage the services of a consultant to conduct an internal administrative workplace investigation: and The provisions of the Huntington Beach Nunicipal Code. Chapter 3.03, relating to procurement of professional service contracts have been complied with: and CONSULTANT has been selected to perform these services, NOW. THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Debra L. Reilly who shall represent it and be its sole contact and agent in all consultations with CITY during the performance ofthis Agreement. Page 1 2 1-1 03 1 8/266048 2. CITY STAFF ASSISTANCE The Citv Attorney's Office or designee will work with CONSULTANT in the performance of this Agreement. 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on November 1. 2021 (the "Commencement Date"). This Agreement shall automatically terminate on December 31, 2022, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than December 31. 2022, from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Ef lective Date. CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "I3," which is attached hereto and incorporated by reference into this Agreement, a tee, including all costs and expenses, not to exceed Thirty-Thousand Dollars ($30.000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from the City Attorney's Office. Additional compensation for such extra work shall be allowed only if the prior written approval is obtained. Page 2 21-10318/266048 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "13." 7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation. all original drawings, designs. reports. both field and office notices, calculations, computer code, language, data or programs, maps, memoranda. letters and other documents. shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PRO.f ECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. 1-I01-1) HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnity and hold harmless CITY. its officers, elected or appointed oflicials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and tees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, ifany) negligent (or alleged negligent) performance ofthis Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULIANT's counsel. ']'his indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits du not act as limitation upon the amount of indemnification to be provided by CONS UI.TANT. Page 3 2 1-1 03 1 8/266048 B. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of'indemnification to be provided by CONSULTANT. 9. PROF ES S IONA L LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a prolessional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars (S1,000,000.00) per occurrence and in the aggregate. the above-mentioned insurance shall not contain a self-insured retention without the express written consent of'CTI Y: however an insurance policy "deductible" of Ten "Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable ifthe policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). 13. CONSULTANT shall notify CITY ofcircumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason. CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 11'CONSULT.ANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been Page 4 2 1-1 03 1 8/26604 9 procured and is in force and paid for, the CITY shall have the right. at the CITY's election. to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CF..RTIFICATG OF INSURANCE Prior to commencing performance of the work hereunder; CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended. voided or canceled by either pan, reduced in coverage or in limits except after thirty (30) days' prior written notice; however. ten (10) days' prior written notice in the event ofcancellation for nonpayment of'premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabovc required. Page 5 2 1-1 03 1 8/266048 11. INDEPENDENT CONTRACTOR CONSULTANT is. and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes. social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if and. in connection with the PROJECT and/or the services to be performed hereunder. 12, TERMINA"IION OF AGREEMENT All work required hereunder shall be perfanned in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PIZOJEC'T is fully complete. Anv termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY. become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CI"IY. If an assignment, delegation or subcontract is approved. all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hercinabove. Pave 6 2 1-1 03)1 8/266048 14. CITY EMPLOYEES AND OFFICIALS CONSUL LT ANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 15. NOTICES Any notices. certificates. or other communications hereunder shall be given either by personal delivery to CONSULTANI's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a scaled envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices. certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of 1-luntington Beach Debra L. Reilly. A Professional Law A'l M: Brittanv \Mello Corporation 2000 Main Street ATTN: Debra L. RcilIN Huntington Beach. CA 92648 2240 Encinitas Blvd.. Suite D-104 Encinitas. CA 92024 16. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. Page 7 2 1-1 03 1 8/266048 17. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 18. SECTION 1-TEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions. and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 19. INf6RFR1 fATION OF 'ri-IIS AGRGIMF..NF The language of all parts of this Agreement shall in all cases be construed as a whole. according to its lair meaning, and not strictly for or against any of the parties. If an provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void. illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other Unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law. and wherever there is any conflict between any provision contained herein and any present or future statute, law. ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail. and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Pa,,e 8 21-10318/266048 20. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and deliver. be deemed an original. Each duplicate original shall be deenud an original instrument as against any party who has signed it. 21. INWIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 22. ATTORNEVS FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of' this Agreement or to secure the performance hereof. each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 23. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 24. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 25. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement. Page 9 21-10318/266048 and shall indemnify CITY hilly for any injuries or damages to CITY in the event that such authority or power is not. in fam held by the signatory or is withdrawn. 26. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and Vulwltarily Ibllowing extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parly's behalf: which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits. contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 27. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Manager. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. Page 10 2 1-1 03 1 8/266048 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of DEBRA L. REILLY, A PROFESSIONAL California LAW CORPORATION dba REILLY WORKPLACE INVESTIGATIONS 941"" By: Oliver Chi ager ael E. Gates Allf ity Attorney Receive and File Clty Clerk /C/'21 COUNTERPART Page 11 21-10318/266048 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of DEBRA L. REILLY,A PROFESSIONAL California LAW CORPORATION dba REILLY WORKPLACE INVESTIGATIONS BY: � d' � Oliver Chi -City Manager h� r Michael 1". Gates City Attorney COUNTERPART Page 11 21-10318/266048 EXH1131T "A" General Statement of Work: The Cite of 1-luntington Beach (the "City") retained attorney investigator Debra L. Reilly to act in the capacity of an employment laxv attorney, utilizing her skill, training, professional knowledge in employment lacy, and her independent professional judgment concerning employment law issues, to perform legal services in the form of an independent and impartial workplace investigation into allegations by a City employee related to her non-selection for a promotion within the City's Fire Department. All interviews for this fact-finding investigation will be conducted via Zoom. FaceTime, or telephone. This is alimited-scope engagement of prolessional legal services for the purpose of conducting an objective investigation, and this attorney investigator will not be acting in the role ofan "advocate" attorney. The attorney investigator shall not make any legal conclusions concerning any state or ledcral laws or state or federal regulations. However. the attornev investigator is being retained specifically to use her legal expertise and her knowledge of employment law cases and related statutes to conduct a factual investigation. Attornev-Client Communication Privilege and Attornev Work Product Privilege: It is the understanding of the attorney investigator that the potential for litigation exists with respect to the claims alleged. Thus, this investigation and the ensuing report are attorney work product in that this investigation is being conducted in the reasonable anticipation of litigation. This attorney investigator will operate with the understanding that unless the City directs otherwise, the confidential investigative report and any verbal or written communications between this investigator and the Citv are attorney-client privileged communications and attorney work product. This attornev investigator will not be providing legal advice concerning whether the investigative report and Conlin Lill ications referenced therein are, in fact, protected From disclosure under the attorney-client communication privilege or the attorney work product privilege, or what the effects may be of disclosing the contents of the report to any third parties. Nilediation Privilege: This attornev investigator notes that a mediation could be conducted with the parties involved in the pending claim: and it is the understanding of this investigator that the written report to be prepared by this attornev investigator could very likely be used for the purpose Of', in the course of, or pursuant to, a mediation. [Cal. Evidence Code § 1 119, subdivisions (a) and (b).J This attorney investigator is not providing legal advice concerning whether the investigative report and communications referenced therein are, in fact, protected from disclosure under the mediation privilege, or what the effects may be of disclosing the contents of the report to any third parties. "this attorney investigator is not providing legal advice concerning whether the investigative report and communications referenced herein are, in fact. protected from disclosure under the mediation privilege, or what the effects may be of disclosing the contents of the investigative report to any third parties. EXHIBIT A Written Report: This attorney investigator will prepare a written report ocher findings and factual conclusions at the conclusion of the investigation. The original investigative report shall be mailed and emailed to the Interim Director of Administrative Services. The City agrees that it will advise the reporting part(ies) and the respondent(s) of the "conclusions" of the investigation, ijreguired to t10 so by any state or federal laws, by the Department of Fair Employment K Housing's or by the U.S. Equal Employment Opportunity Commission's regulations, or by the City's own written policies, procedures, and practices. Post-Written Report: This engagement shall be considered concluded after attorney investigator has provided an investigative report to the City. However. after the conclusion of this investigation, Should a need arise for the attorney investigator to respond to any subpoena. or otherwise provide court. arbitration. or deposition testimony, or meet with City employees or attorneys. in connection with this matter, the City shall compensate attorney inestigator at the regular hourly rate set forth below. The City shall compensate the attorney investigator for time expended reviewing her investigative report and exhibits, preparing for her testimony, waiting time, for her travel time and travel expenses (mileage. hotel, meals) to any hearing, deposition. arbitration. or trial, in addition to the actual time spent testifying. Related Post-Investigation Services: If attorney investigator is asked or required to prepare for and/or testify,including. without limitation, at deposition, trial,arbitration or any other proceeding, or otherwise consult with the City or its legal counsel as a result of services rendered under this Retention Agreement, and/or if attorney investigator must respond to subpoenas or discovery or otherwise perform services with respect to any matter relating to or arising out of the services performed for the Citv, the City agrees to pay attorney investigator for all time expended(including preparation time) at attorney investigator's then current full regular hour]\, rate (presently $3.10 per hour) and to reimburse attorney investigator for reasonable costs and expenses incurred, whether or not the investigation has been concluded. ']'his includes reasonable costs of legal representation of attorney investigator by counsel of attorney investigator's choosing, particularly legal representation by an attorney with expertise and specialized training in conducting workplace investigations. Such payment is due upon presentation of an invoice for services, costs and expenses. If costs and/or expenses, including the costs of legal representation are reasonablr expected to exceed 53.000, then the City shall advance the funds to attorney investigator or to attorney investigator's designee. Said independent attorney would be retained for purposes of: reviewing this attorney investigator's work product in this case in light of any future allegations by third parties: consulting with attorney investigator prior to any deposition or trial testimony of attorney investigator: representing attorney investigator during any future deposition of attorney investigator, and any other necessary legal services related to attorney investigator's work product herein should future litigation be instituted by any third parties related to this matter. Confidentiality: Unless required by law, or unless agreed to in writing by the City, the attorney investigator shall not disclose the substance of any report. document, or recommendation, the nature, results, opinions, or conclusions that the attorney investigator gives to the City in connection with the services provided for in this retention agreement. The attorney investigator also agrees to treat al] data, documents, reports, plans. and other information relating to the EX1-1113IT A investigation and services as confidential. Litigation Hold/Evidence Preservation: No litigation is currently pending; thus. no liti tad lion hold is leaalh required at this moment. However. this attorney investigator anticipates requesting production of documents from the various witnesses who may be interviewed in this matter. The requests may include electronically stored information ('`ESI"). As such. this attorney investigator requests Citv to consult with its attorneys concerning City's need (if any) to take action to notify the respondent and witnesses to preserve all potentially relevant ESI and to prevent the deletion of any relevant evidence. which could likely cover the period of July 1. 2020, to the present. The City should also consult with its attorneys regarding who will update the litigation hold if other witnesses with ESI are discovered during the course of this investigation, or if the relevant time period should change with the discovery of new information. phis attorney investigator is not responsible for notifying parties of the need to place a litigation hold on documents or ESI. Employee witnesses known to have ESI or hard copies should be requested to maintain and preserve evidence and ESI on all computers, tablets. flash drives, CD- RUM discs, handheld devices. smartphones, and any other media, whether digital or non-digital. The ESI to be preserved includes. but is not limited to, all "WRITINGS" as defined by California Evidence Code Section 250. which states: "Writing" means handwriting. typewriting, printingr photostating, photographing, photocopying, transmitting by electronic mail or facsimile. and every other means ofrecording upon any tangible thing. any form ofcommunication or representation, including letters. words, pictures, sounds, or symbols, or combinations thereof. and any record thereby created, regardless of the manner in which the record has been stored. Subpoena of Investigative Report and File by Third Parties: Should any person, government agency, or business entity subpoena the investigative file ofthis investigator, then this investigator will forward a copy of the subpoena to the City. Should the City desire to preserve the privileges of attorney-client communication and attorney work product. the City hereby agrees that it, or its attorneys. will file with the court and serve the necessary motion for protective order, motion to quash the subpoena, and timely written objections on behalf of the City. If the City desires attorney investigator to join in the written objections, then City will send the objections to attorney investigator to co-sign the objections in it timely manner. The parties agree that this attorney investigator will not bear any responsibility to file said motions and timely written objections. The parties agree that this attornev investigator will comply with the law and produce the investigative report and file, only upon receipt of a court order or a subpoena compelling production. EXI-11BIT A EXH1131T "B" Payment Schedule A. HourIv Rate CONSULTANT'S S fees for such services shall be based upon the following hourly rate and cost schedule: Fee The fee for said services is $340.00 per hour. which includes time spent interviewing witnesses, reviewing back,,round facts and relevant documents, preparing witness statement transcriptions (if requested by the City). preparing exhibits, preparing the written investigative report, consulting with the City or its attorneys, and travel time This fee also includes any time spent testifying, in deposition, hearings, arbitration, or trial, and attorney investigator's preparation time and travel time leading up to such testifying. This attorney investigators invoice shall be sent via entail anh to the attention of the Interim Director of Administrative Services (or his designee), on a monthly basis commencing on or about September 30. 2021, or at the conclusion of the investigation, in the discretion of the attorney investigator. Payment will be due by the City within fourteen (14) calendar days of the City's receipt ofeach invoice via email. Deposition, Arbitration, and 'Trial Testimony: Should the attorney investigator be requested, noticed, or subpoenaed by the City, or by any other party to testify as a percipient witness in a deposition or for trial testimony or anv other testimony, the Citv agrees to reimburse attorney investigator at her hourly investigative rate of 5340, for her time in reviewing the tile, preparing for, travelling to and from, and testifying at, deposition, administrative hearing. court trial, or arbitration. Expert Witness Testimony: Should the attorney investigator be requested, designated, noticed, or subpoenaed by the City, or by any other party, to testify as an `'expert witness" or as a "non- retained expert witness" and provide "expert witness opinions" in a deposition or Ror trial testimony. City agrees that attorney investigator Reilly will be paid her "expert witness" hourly rate of S455 for her time in reviewing the tile, preparing for. travelling to and From, deposition. court, or arbitration, and S535/hour for expert witness testimony in deposition, arbitration, or trial. 13. Travel Charges for time during, travel are not reimbursable. C. Billing I. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Bach month's bill should include a total to date. That total should provide,at a glance. the total fees and costs incurred to date for the project. EXHIBIT B 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any suet) product. CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due: D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement: and 1-. I-or all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satistitctory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of'the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notiF} CONSULTANT in writing of the reasons for non-approval and the schedule of performance set Forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the intormation required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if'the work performed is in accordance with the extra work or additional services requested, and it CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of'such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agree EXHIBIT I3 TE ACORD CERTIFICATE OF PROFESSIONAL LIABILITY INSURANCE 0A8/1(912021Y) PRODUCER THIS FORM 15ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE Budlsh Insurance Services,Inc. HOLDER.THIS FORM DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 508 Browning Court POLICIES BELOW. Mill Valley, CA 94941 415.762-2100 IflSUAERS AFFORDING COVERAGE BUDISHJ@ MAIL.COM CA License OM25211 INSURED Debra L. Reilly, APLC, dba INSURER A- ARCH Insura nce Company-(NAIL#11150) Reilly Workplace Investigations RATED A.— (SUPERIOR),FINANCIAL SIZE XV:APPROVED INSURER OF THE STATE BAR OF CA 2240 Encinitas Blvd., Suite D, #104 INSURER B: Encinitas, CA 92024-4304 INSURER C COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT.TERM OF CONDITION OF ANY CONTRACT OR OTHER DOCUMENTWITH RESPECi TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAMS. JAR ;YPE6 u5L14Aff Pg1C NW'bEP PSIEY EFFERNE PDLKY OARATY.N I_�1R l� 6AIEIR"JRVlP OAIEPQVDW-) GENERAL LIABILITY EAD DCCURENCE $ COMMERCIAL GENERAL LIABILITY DAMAGES:o Ren:ee Pre.Teez S CLAIMS MADE OCCURRENCE MED EXP(Any one Krsoaj S PERSONAL 6 ADV INJURY $ GENERAL AGGRREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPJOP ALL POLO PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S ANY AUTO (Ea acdcern) ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Per Person) _ MIRED AUTOS BODILY INJURY S _ NON OWNED AUTOS (Per accident) PROPERTY DAMAGE S APP OVED AS TO rORM (Per accdem) GARAGE LIABILITY BI Y.— AUTO ONLY EA ACCIDENT 5 ANYAUTO MICHAEL E. GATES OTHER THAN EAACC CITY ATTORNEY AHOONLY: AOG I S EXCESS LIABILITY EACH EACH OCCURRENCE _OCCURRENCE _CLAMS MADE AGGREGATE S S. _ DEDUCTIBLE 5 _ RETENPON S 5 WORKERS COMPENSATION AND m LIMITS Efl EMPLOYERS'LLABIUTY E.L.EACH ACCIDENT 5 E.L DISFASEFA EMPLOYEE ( S E.L.DISEASE—POLICY LIMIT IS A I OTHER Lawyers PrWessonaJ Lindlily hstrance 11LPL0962218 6-28.2021 6-28-2022 S1,000,000151,000,000 $10,000 God DESCRIPTION OF OF ERATIONSJLOCAT IONSJVEHICLESJEXCLU 5 IONS ADDED BY ENDORSEMENT15PECIAL PROVISIONS Rendering of Professional Legal Services CERTIFICATE HOLDER Iy, CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ME EXPIRAPON DATE City of Huntington Beach THEREOF,THE PRODUCER ABOVE WILL ENDEAVOR TO MAIL WITHIN30 DAYS WRITTEN NOTICE TO THE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE-FlO OBLIGATION OR LIABILITY OF E �6 2000 Main Street ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES OR PRODUCER Huntington Beach, CA 92648 PRODUCER SIGNATURE: nre'j Frd<J/e CA License 080E l it