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HomeMy WebLinkAboutItem 23 - Agreements and Amendments to Agreements for Legal ServicesCity Attorney's Office www.santa-ana.org/city-attorneys-office Item # 23 or City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report November 21, 2023 TOPIC: Agreements and Amendments to Agreements for Legal Services AGENDA TITLE Approve Agreement for Legal Counsel Services and Approve a Separate Agreement for Special Services: Training and Consulting Services with Liebert Cassidy Whitmore (LCW); Approve Amendment to Agreement with Richards Watson & Gerson APC for Legal Services; Approve Agreement with Ring Bender for Legal Services; and Approve Agreement with Goldfarb & Lipman LLP for Legal Services (General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an Agreement with LCW to provide special legal counsel services for an amount not to exceed $300,000 for a term beginning November 21, 2023 and ending December 31, 2026 with one optional one-year extension, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 2. Authorize the City Manager to execute a separate Agreement for Special Services with LCW to provide training and consulting services as a member of the Orange County Employment Relations Committee, renewable annually, in an amount not to exceed $5,000 plus a 5% annual increase, per year, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX). 3. Authorize the City Manager to execute a first amendment to an agreement with the law firm of Richards Watson & Gershon APC (RWG) for legal services for municipal advisory and litigation services including, but not limited to, elections work and employment matters, for the period of June 1, 2020 until May 31, 2024, in an amount not to exceed $300,000 for a total amount not to exceed $550,000, subject to non - substantive changes approved by the City Manager and the City Attorney (Agreement No. 2023-XXX). 4. Authorize the City Manager to execute a legal services agreement with the law firm of Ring Bender LLP for municipal litigation services, including but not limited to Agreements and Amendments to Agreements for Legal Services November 21, 2023 Page 2 litigation regarding AC 2525 Main v. City of Santa Ana, for the period of November 21, 2023 to June 30, 2026, with an option to extend for up to one year, in an amount not to exceed $500,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). 5. Authorize the City Manager to execute a legal services agreement with the law firm of Goldfarb & Lipman LLP for municipal advisory and litigation services, including but not limited to, defending the City in litigation challenging the Rent Stabilization and Just Cause Eviction Ordinance, housing, affordable housing, fair housing, rent stabilization, land use, and real property issues for the period of November 21, 2023 to November 30, 2026, with an option to extend for up to one year, in an amount not to exceed $500,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION Liebert Cassidy & Whitmore The City has had a contractual relationship with LCW for special legal counsel services, primarily in the area of labor relations, labor negotiations, and representing the City in administrative hearings before the Public Employment Relations Board. This Agreement will provide the Human Resources Department with the resources necessary to efficiently meet the specialized legal needs of the City, on an as -needed basis. LCW has specialized experience and expert knowledge in the fields of employment and labor law matters. The Agreement is for an amount not to exceed $300,000 for a term beginning November 21, 2023 and ending December 31, 2026 with one optional one- year extension. The City has been a member of the Orange County Employment Relations Consortium for several years. This membership has an annual fee of less than $5,000 and provides the City with group training workshops, monthly newsletters covering employment relations developments, and annual access to LCW library services. This Agreement expires on December 31, 2023. However, the Human Resources Department is seeking approval to execute an agreement to renew the membership for another year through December 31, 2024, for a total amount not to exceed $5,000. If the membership is renewed at the end of each agreement term, the total annual fee will increase by 5% annually. Staff recommends approval of the agreements to provide the special legal and training/consulting services in an efficient manner, on an as -needed basis by the City. The two Agreement do not guarantee work for LCW. Agreements and Amendments to Agreements for Legal Services November 21, 2023 Page 3 Richards Watson & Gershon APC On June 1, 2020, the City Attorney's Office engaged RWG for specialized municipal litigation and advisory services and for overflow work when necessary. In particular, the City Attorney's Office has utilized RWG for elections matters. The City exercised its option to extend the term of the Agreement to continue services until May 31, 2024 and now seeks approval to add $300,000 in funds to the agreement for a total not to exceed amount of $550,000. RWG currently represents the City in ongoing litigation brought by Share Our Selves Corporation in federal court challenging the validity of a zoning ordinance adopted by the City. The law firm of Richards, Watson & Gershon is a well -regarded municipal law firm specializing in general municipal law services and litigation. Rina Bender LLP The legal services agreement with Ring Bender LLP is set at a not -to -exceed amount of $500,000 for the term of November 21, 2023 to June 30, 2026 for municipal litigation services, including but not limited to litigation regarding AC 2525 Main, LLC v City of Santa Ana. Ring Bender has successfully represented the City in prior engagements with the City Attorney's Office (CAO) and its attorneys have a long history of representing municipal entities on a wide range of matters and litigation including on environmental, land use, water rights, governance, contractual, Section 1983 claims, and employment issues. Goldfarb & Lipman LLP The legal services agreement with Goldfarb & Lipman LLP is set at a not -to -exceed amount of $500,000 for the term of November 21, 2023 to November 20, 2026 for municipal advisory and litigation services including defending the City in litigation involving challenges to the City's Rent Stabilization and Just Cause Eviction Ordinance. Legal services provided by this firm focus on serving public entities with a positive community impact through affordable housing and community economic development. Its range of services will provide CAO access to a firm with decades of experience in housing, affordable housing, fair housing, rent stabilization, land use, and real property. FISCAL IMPACT Liebert Cassidv & Whitmore The estimated expenditures below are strictly approximations; contract authority may be paid in its entirety during any given fiscal year, expended throughout the term of the contract, or not spent at all. Moreover, any contract services and associated expenditures are subject to available funding in the Human Resources Department budget. Funds for the Special and Legal Services Agreement are budgeted and available in the Human Resources Services, Contract Services -Professional account (no. 01109051 — 62300) for FY2023-24. Future fiscal year funding will be included in the proposed budgets for City Council consideration. Agreements and Amendments to Agreements for Legal Services November 21, 2023 Page 4 Fiscal Year Amount 2023-24 $100,000 2024-25 $100,000 2025-26 $100,000 Total $300,000 Funds for the Agreement for Special Services are budgeted and available in the Human Resources Services, Training account (no. 01109050 — 62120) for FY2023-24 and will be budgeted on an ongoing basis. This initial agreement is not to exceed $5,000 plus a 5% annual increase, per year. Richards Watson & Gershon APC Specialized legal services during the remainder of the term for this Agreement, fiscal year 2023-24, will be paid out of the General Non -Departmental Contractual Services (Account No. 01105015-62300)** funds. Ring Bender LLP Funds are available in the General Non -Departmental fund contractual services (Account No. 01105015- 62300)** and will be budgeted in future fiscal years as follows. Future fiscal year funding will be included in the proposed budgets for City Council consideration. Fiscal Year Amount 2023-24 $200,000 2024-25 $150,000 2025-26 $150,000 Total $500,000 Goldfarb & Ligman LLP Funds are available in the General Non -Departmental fund contractual services (Account No. 01105015- 62300)** and will be budgeted in future fiscal years as follows. Future fiscal year funding will be included in the proposed budgets for City Council consideration. Fiscal Year Amount 2023-24 $200,000 2024-25 $150,000 2025-26 $150,000 Total $500,000 Note: The FY 2023-24 budget includes $600,000 for litigation in the non -departmental section of the General Fund budget. This is enough to get started with these contracts. However, staff expects to need additional funding. The Finance Department intends to Agreements and Amendments to Agreements for Legal Services November 21, 2023 Page 5 bring forward a staff report with recommended budget adjustments no later than the Mid -Year Budget Report currently scheduled for the second meeting in February. EXHIBIT(S) 1. Legal Services Agreement with Liebert Cassidy Whitmore 2. Agreement for Special Services (Orange County Employment Relations Consortium) with Liebert Cassidy Whitmore 3. First Amendment to Agreement with Richards Watson & Gershon APC 4. Agreement for Legal Services with Ring Bender LLP 5. Agreement for Legal Services with Goldfarb & Lipman LLP Submitted By: Sonia Carvalho, City Attorney Approved By: Steven A. Mendoza, Acting City Manager LEGAL SERVICES AGREEMENT WITH LIEBERT CASSIDY WHITMORE THIS AGREEMENT is made and entered into this 21st day of November, 2023, by and between Liebert Cassidy Whitmore, a Professional Law Corporation ("Attorneys") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to employ Attorneys to assist the City in providing labor negotiations and labor relations and with defending the City before administrative boards on labor matters. Legal services will include but are not limited to providing legal advice, drafting of labor relations documents, researching legal issues, attending labor negotiation meetings, providing negotiation services to the City, representing the City before administrative boards regarding labor matters, and drafting legal pleadings. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the fields of employment and labor law matters, in particular public agency labor negotiations and proceedings before the California Public Employment Relations Board and other administrative boards and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the patties agree as follows: 1. SCOPE OF SERVICES Attorneys will assist and advise the City in transactional and negotiation services related to the City's labor negotiations with any and all City labor organizations and/or representing the City before administrative boards when and as requested by the City. Attorneys accept said retention and agree to perform, in a timely and efficient manner all such services as may be requested by the City. Attorneys shall confirm their acceptance of work requested by the City in writing by e-mail or letter. 2. COMPENSATION a. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing Actions, compensation at the rates set forth in the attached fee schedule in Exhibit A. Time will be billed in 1/10th of an hour increments. During the term of this Agreement, the total amount authorized for services pursuant to this Agreement is three hundred thousand dollars and no cents ($300,000.00). This amount includes compensation for services provided since July 1, 2023. b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out-of- pocket expenses, including but not limited to, mileage, copying costs, service of process, mail services, and any relevant services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Any costs in excess of $5,000 require approval of the City Attorney prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. C. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). 3. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City, as aforesaid, shall be and remain under, and subject to the control and direction of said City at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters related to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment hereunder is terminated by City, as hereinafter specified, they shall return to the City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 4. TERM This Agreement shall commence on November 21, 2023 and terminate on December 31, 2026, unless terminated earlier pursuant to Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney for one (1) additional year. 5. INDEPENDENT CONTRACTOR Attorneys shall, during the entire term of this Agreement, be construed to be independent contractors and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Attorneys perform the services which are the subject matter of this Agreement; however, the services to be provided by Attorneys shall be provided in a manner consistent with all applicable standards and regulations governing such services. Attorneys shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 2 6. INSURANCE Attorneys shall provide to the City proof of Prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. iii. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. iv. Professional Liability (errors and omissions) insurance: with a combined single limit of not less than $2,000,000 per claim, and maintain such insurance throughout the term of this Agreement. b. If the Attorneys maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Attorney's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). ii. Primary Coverage- For any claims related to this contract, the Attorney's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of the Attorney's insurance and shall not contribute with it. iii. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. d. Waiver of Subrogation- Attorneys hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of said Investigators may acquire against the Entity by virtue of the payment of any loss under such insurance. Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been 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 Attorney's right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, malpractice, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. CONFIDENTIALITY All information and documents shared with Attorneys, as well as all work performed by Attorneys in connection with this Agreement, should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, or selected members of his/her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City, and shall be returned/provided to the City with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement or which would constitute a violation of the Rules of Professional Conduct. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other electronic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Copies to: Executive Director Human Resources Agency City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6515 To Attorneys: Attention: J. Scott Tiedemann, Managing Partner Liebert Cassidy Whitmore, APC 6033 W. Century Blvd., 5"' Floor Los Angeles, CA 90045 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 14. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, disability or any other protected class pursuant to federal or state law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal. state and local laws and regulations. 15. JURISDICITON - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Attorneys shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Attorneys shall notify the City immediately and in writing of the inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall. indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 18. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission, email, or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer Hall City Clerk CITY OF SANTA ANA Steven Mendoza Acting City Manager APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: LIEBERT CASSIDY WHITMORE, APC Ramon Figueroa Acting Executive Director Human Resources By: f J.Scott Tiedmann Managing Partner Exhibit A LIEBERT CASSIDY WHITMORE FEE SCHEDULE Partners $425.00 Senior Counsel $355.00 Associates $260.00 - $335.00 Labor Relations/Human Resources Consultant $270.00 Paralegals $145.00 E-Discovery Specialists $145.00 Law Clerks $145.00 - $185.00 SA370 AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the City of Santa Ana, A Municipal Corporation, hereinafter referred to as "Agency," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "Attorney." WHEREAS Agency has the need to secure expert training and consulting services to assist Agency in its workforce management and employee relations; and WHEREAS Agency has determined that no less than fifty (50) public agencies in the Orange County area have the same need and have agreed to enter into identical agreements with Attorney; and WHEREAS Attorney is specially experienced and qualified to perform the special services desired by the Agency and is willing to perform such services; NOW, THEREFORE, Agency and Attorney agree as follows: Attorney's Services: During Calendar year 2023, Attorney will provide the following services to Agency (and the other aforesaid public agencies): Six (6) days of group training workshops covering such employment relations subjects as management rights and obligations, negotiation strategies, employment discrimination and affirmative action, employment relations from the perspective of elected officials, performance evaluation (administering evaluations), grievance and discipline administration for supervisors and managers, planning for and responding to concerted job actions, current court, administrative and legislative developments in personnel administration and employment relations, etc., with the specific subjects covered and lengths of individual workshop presentations to be determined by Agency and the other said local agencies. It is expressly understood that the material used during these presentations, including written handouts and projected power points are provided solely for the contracted workshops. This agreement warrants there will be no future use of Liebert Cassidy Whitmore material in other trainings or formats without the expressed written permission of Liebert Cassidy Whitmore. Any such use will constitute a violation of this agreement and copyright provisions. 2. Availability of Attorney for Agency to consult by telephone. Consortium calls cover questions that the attorney can answer quickly with little research. They do not include the review of documents, in depth research, written responses (like an opinion letter) or advice on on -going legal matters. The caller will be informed if the question exceeds the scope of consortium calls. Should the caller request, the attorney can assist on items that fall outside the service, but these matters will be billed at the attorney's hourly rate. (See additional services section.) Providing of a monthly newsletter covering employment relations developments. 4. Annual Access to Premium Liebert Library Services. Fee: Attorney will provide these special services to Agency for a fee of Four Thousand Five Hundred Forty Five Dollars ($4,545.00) payable in one payment prior to August 15, 2023. The fee, if paid after August 15, 2023 will be $4,645.00. SA370 Said fee will cover Attorney's time in providing said training and consultative services and the development and printing of written materials provided to attendees at the training programs. Additional Services: Attorney shall, as and when requested by Agency, make itself available to Agency to provide representational, litigation, and other employment relations services. The Agency will be billed for the actual time such representation services are rendered, including reasonable travel time, plus any necessary costs and expenses authorized by the Agency. The range of hourly rates for Attorney time is from Two Hundred Forty to Four Hundred Twenty Five Dollars ($240.00 - $425.00) per hour for attorney staff, Two Hundred Seventy Dollars ($270.00) per hour for Labor Relations/HR Consultant and from One Hundred Forty -Five to One Hundred Eighty -Five Dollars ($145.00 - $185.00) per hour for services provided by paraprofessional and litigation support staff. Attorneys, paraprofessional and litigation support staff bill their time in minimum units of one -tenth of an hour. Attorney reviews its hourly rates on an annual basis and if appropriate, adjusts them effective July 1. Independent Contractor: It is understood and agreed that Attorney is and shall remain an independent contractor under this Agreement. Term: The term of this Agreement concludes on December 31, 2023. The term may be extended for additional periods of time by the written consent of the parties. Condition Precedent: It is understood and agreed that the parties' aforesaid rights and obligations are contingent on no less than fifty (50) local agency employers entering into a substantially identical Agreement with Attorney on or about January 1, 2023. LIEBERT CASSIDY WHITMORE A Professional_ Corporation CITY OF SANTA ANA A Municipal Corporation By: By: J. Scott Tiedemann / Managing Partner Name: Date: Title: Date: ATTEST: JENNIFER HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: JASON MOTSICK Executive Director Human Resources Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager FIRST AMENDMENT TO LEGAL SERVICES AGREEMENT WITH RICHARDS WATSON & GERSHON APC THIS FIRST AMENDMENT to the above -referenced agreement is entered into on November 21, 2023, by and between Richards Watson & Gershon, a California professional corporation ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). Collectively City and Attorneys are also referred to as "the Parties". RECITALS A. The Parties entered into Agreement No. A-2020-081 ("Agreement") on April 21, 2020, to provide legal services to the City, for general municipal law advisory and litigation matters including, but not limited to, election and employment -related matters. B. On May 16, 2023, the Parties exercised their option to extend the Agreement for an additional one-year period until May 31, 2024. The Agreement is current and in -effect. C. The parties now wish to amend the Agreement to increase the overall compensation to the Agreement. No other changes are contemplated by this First Amendment. The Parties therefore agree: Section 2.a., Compensation, is hereby amended to increase the total compensation by three hundred thousand dollars ($300,000). The total compensation amount for this Agreement shall not exceed five hundred and fifty thousand dollars ($550,000). 2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO City Attorney L.,GWf. al kaSr&4.`Gfi Laura A. Rossini Chief Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Acting City Manager WATSON & GERSHON APC Saskia T. Asamura, Esq. Shareholder %1� LEGAL SERVICES AGREEMENT WITH RING BENDER LLP This AGREEMENT is made and entered into on this 21 st day of November, 2023, by and between Ring Bender LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. The City of Santa Ana and the City Attorney desires to employ Attorneys to assist the in- house attorneys for the City ("City Attorney") in the provision of legal services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services and at rates detailed in Exhibit A, attached hereto and incorporated by reference. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement for attorney's fees and out of pocket expenses, shall not exceed five hundred thousand dollars ($500,000), including any extension period. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment, if pre -approved in writing by the City Attorney. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre -approved in writing by City Attorney. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS a. Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial/hearing date, party deposition dates, filing of motions for summary judgment or other significant motions, hearing date for motion for summary judgment or other significant motions, settlement conference date, and mediation date. b. For litigated matters, Attorneys also agree to provide the following reports: 1) 45 day initial evaluation of case and budget; 2) Periodic status updates re important depositions, expert witness designation, expert witness depositions, pertinent discovery issues; and 3) Pre-trial report 90 days before trial. c. For advisory matters, Attorneys shall provide periodic status updates not less than every 30 days and more often if, in the Attorney's professional experience it is necessary. 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2026, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Attorneys, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Professional Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If the Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Attorneys' insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Primary Coverage For any claims related to this contract, the Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Attorneys' insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Attorneys hereby grant to City a waiver of any right to subrogation which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (S) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (S) years after completion of contract work. Verification of Coverage Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorneys' obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, 4 restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 5 To Attorneys: Ring Bender LLP Attn: Kit Bobko, Partner 3150 Bristol Street Suite 220 Costa Mesa, CA 92626 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 6 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. [signature page to follow] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Sandra M. Flores Acting Chief Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Acting City Manager RING BENDER LLP r By: C- s'+i Title: I JI 0 0 Gtv) i v1 Gr PCi tom' IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Sandra M. Flores Acting Chief Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Acting City Manager RING BENDER LLP By: Title: PROPOSED RATES (November 3, 2023) MATTER: AC 2525 Main, LLC v. Santa Ana DEPOSIT: N/A HOURLY RATES: Patrick K. Bobko $400 per hour Norman A. Dupont $400 per hour Jay A. Tufano $400 per hour Sage Ertman, Associate $315 per hour Natasha Gonzales, Paralegal $205 per hour Other Paralegals Contract Attorneys Clerical Law Clerks (new hires) $175 to $235 per hour $325 to $355 per hour $95 per hour $110 per hour LEGAL SERVICES AGREEMENT WITH GOLDFARB & LIPMAN LLP This AGREEMENT is made and entered into on this 21 st day of November, 2023, by and between Goldfarb & Lipman LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California (11City»). RECITALS A. The City of Santa Ana and the City Attorney desires to employ Attorneys to assist the in- house attorneys for the City ("City Attorney") in the provision of legal services to the City. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal advisory and litigation, specifically litigation regarding housing, affordable housing, land use, fair housing, rent stabilization, real property, and real estate development. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS On an as -needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with municipal advisory and litigation, specifically litigation regarding housing, affordable housing, land use, fair housing, rent stabilization, real property and real estate development. Attorneys accept said retention and agree to perform., in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, Partners will be billed at the hourly rate of $350.00 - $365.00 for Partner, $345.00 - $365.00 for Senior Counsel, $210.00 - $345.00 for Associate, $195.00 for Senior Law Clerk, $180.00 for Law Clerk, $210.00 for Litigation Project Coordinator, and $180.00 for Project Coordinator. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement for attorney's fees and out of pocket expenses, shall not exceed five hundred thousand dollars ($500,000), including any extension period. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment, if pre -approved in writing by the City Attorney. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre -approved in writing by City Attorney. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. REPORTING REQUIREMENTS a. Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial/hearing date, party deposition dates, filing of motions for summary judgment or other significant motions, hearing date for motion for surmnary judgment or other significant motions, settlement conference date, and mediation date. b. For litigated matters, Attorneys also agree to provide the following reports_ 1) 45 day initial evaluation of case and budget; 2) Periodic status updates re important depositions, expert witness designation, expert witness depositions, pertinent discovery issues; and 3) Pre-trial report 90 days before trial. c. For advisory matters, Attorneys shall provide periodic status updates not less than every 30 days and more often if, in the Attorney's professional experience it is necessary. 6. TERM The term of this Agreement shall cornrnence on the date first written above and terminate on November 20, 2026, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Attorneys, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Professional Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If the Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Primary Coverage For any claims related to this contract, the Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Attorneys' insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Suhrogation Attorneys hereby grant to City a waiver of any right to subrogation which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptahility of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (S) years after completion of the contract of'work. 3. If coverage is canceled or non -renewed, and not replaced Kith another claims -made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting' coverage for a minimum of five (S) years after completion of contract work. Verification of Coverage Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorneys' obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either- party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12, NOTICE Any notice, tender, demand, delivery, or other- communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other- telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 5 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Goldfarb & Lipman LLP Attn: Karen M. Tiedemann, Partner 1300 Clay Street, Eleventh Floor City Center Plaza Oakland, CA 94612 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION— VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. City further- acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement. 20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter. [signature page to follow] IN WITNESS WHEREOF, the parries hereto have executed this Agreement the day and year first above written. FA-01:06 Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Chief Assistant City Attorney CITY OF SANTA ANA Steven Mendoza Acting City Manager GOLDFARB & LIPMAN, LLP By: Title: w