HomeMy WebLinkAboutItem 23 - Agreement for Legal Advisory Services Human Resources Department
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Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 2, 2025
TOPIC: Legal Advisory Services for the City’s Personnel Board
AGENDA TITLE
Agreement with Burke, Williams & Sorensen, LLP for Legal Advisory Services for the
City’s Personnel Board (General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Burke, Williams & Sorensen
LLP to provide legal advisory services for the City’s Personnel Board in an amount not to
exceed $250,000, for a term beginning December 2, 2025 and expiring November 30,
2027, with provisions for three (3), one (1) year extensions (Agreement No. A-2025-XXX).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
Created by the City Charter, the Personnel Board is comprised of board members
appointed by the City Council. The Personnel Board’s duties are set forth in the City’s
Municipal Code. The Human Resources Department recommends contracting with an
attorney or attorneys with specific personnel experience to act as the legal advisor to the
Board. This advisor would also conduct training for board members, appear at all board
hearings, advise the board on legal issues, and would assist the board chairperson in
drafting findings at the conclusion of each administrative hearing.
Informal Request for Proposals (RFP) was issued on June 10, 2025 by the Human
Resources Department. A summary of vendor participation and results is as follows:
4 Vendors notified
0 Santa Ana vendors notified
3 Proposals received
0 Proposals received from Santa Ana vendors
Proposals were solicited and evaluated. The proposals received met the City’s
requirements. An evaluation committee reviewed and rated the proposals according to
the criteria listed in the informal RFP.
Legal Advisory Services for the City’s Personnel Board
December 2, 2025
Page 2
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Staff recommends awarding an agreement to the highest-ranked firm, Burke, Williams &
Sorensen, LLP (BWS) (Exhibit 1). BWS is a well-regarded, municipal law firm with over
90 years of experience representing over 200 local government entities. BWS was
previously selected in 2021 to provide Special and Limited Legal Counsel Services for
the Human Resources Department and is currently contracted to advise the Personnel
Board. Due to their knowledgeable legal advisements and demonstrated dependability,
staff recommends approving an agreement with BWS to continue providing the Personnel
Board with legal services.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Funds are budgeted and available in the following accounts for Fiscal Year 2025-26.
Subsequent funding for the extension option, if exercised, will be included in future
proposed budgets for City Council consideration.
Fiscal
Year
Account Unit -
Account #
Fund
Description
Accounting Unit,
Account Description
Amount
FY 25-26 01109050-
62300
General Fund Human Resources-
Contract Services-
Professional
$29,167
FY 26-27 01109050-
62300
General Fund Human Resources
Services-Contract
Services-Professional
$50,000
FY 27-28 01109050-
62300
General Fund Human Resources
Services-Contract
Services-Professional
$50,000
FY 28-29 01109050-
62300
General Fund Human Resources
Services-Contract
Services-Professional
$50,000
FY 29-30 01109050-
62300
General Fund Human Resources
Services-Contract
Services-Professional
$50,000
FY 30-31 01109050-
62300
General Fund Human Resources
Services-Contract
Services-Professional
$20,833
Total $250,000
EXHIBIT(S)
1. Agreement with Burke, Williams, & Sorensen, LLP
Submitted By: Lori Schnaider, Executive Director - Human Resources Department
Approved By: Alvaro Nuñez, City Manager
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LEGAL SERVICES AGREEMENT WITH BURKE, WILLIAMS & SORENSEN LLP
FOR LEGAL ADVISOR SERVICES TO THE SANTA ANA PERSONNEL BOARD
This AGREEMENT is made and entered into this 2nd day of December 2025, by
and between Burke, Williams & Sorensen, 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 Executive Director of Human Resources desire
to employ Attorneys to act in the capacity of legal advisor to the City of Santa
Ana Personnel Board.
B.On June 10, 2025, the Human Resources Department issued a Request for
Proposal for a legal advisor to the Personnel Board. Three law firms submitted
proposals which were evaluated by City Staff.
C.Burke, Williams & Sorensen, LLP was ranked highest among the proposals and
was selected as a result.
D.Attorneys represent that they are licensed to practice law in the State of California,
have special experience and knowledge in providing legal advice to administrative
boards and commissions, such as the Santa Ana Personnel Board, regarding public
employee disciplinary appeal hearings and the other matters within the purview of
the Santa Ana Personnel Board, 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 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 provide an attorney(s) to act in the capacity of the legal advisor to the City of Santa
Ana Personnel Board including provide legal advice to the Personnel Board and conduct training
for Personnel Board Members and staff when requested. Attorneys accept said retention and
agree to perform services in a timely and efficient manner, as requested by the Executive Director
of Human Resources. 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 compensation at the following rates:
Partners (25+ years’ experience) $395/hour
Partners $350/hour
Senior Associates $325/hour
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Associate Attorneys $295/hour
Paralegals $200/hour
Time will be billed in 1/10th of an hour increments.
b.The total sum to be expended under this Agreement, shall not exceed two hundred and
fifty thousand dollars and zero cents ($250,000) including any extension periods.
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
Executive Director of Human Resources 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. 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 the approval of the Executive Director of Human
Resources 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. City will not pay interest on unpaid monthly statements.
4.CONTROL OF LEGAL MATTERS
a.Attorneys have been retained for their knowledge and experience regarding public
employment, labor law, litigation, and administrative hearings. Attorneys are
expected to exercise independent judgment, free from any influence by either
party or their legal counsel. Attorneys agree that they will also be knowledgeable
regarding the City's Personnel Board Rules and Regulations and all applicable
Santa Ana Charter and Municipal Code provisions. Attorneys agree that they will
keep the Executive Director of Human Resources generally informed of the status and
schedule for the various hearings and any other relevant matter that does not impede
upon Attorneys exercise of their independent judgment in providing services
pursuant to this Agreement.
b.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 the Executive Director of Human Resources 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.
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5.TERM The term of this Agreement shall commence on December 2, 2025 and terminate
on November 30, 2027, with the option for the City to grant up to three (3), one (1)-year
extensions, exercisable by a writing signed by the City Manager and the City Attorney, unless
terminated earlier in accordance with Section 15, below.
6.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.
7.INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys
shall maintain and shall require any subcontractors to obtain and maintain insurance as described
below for the entire Term of this Agreement against claims for injuries to persons or damage to
property which may arise from or in connection with services, products and materials supplied to
City. Total cost of such insurance shall be borne by Attorneys.
MINIMUM SCOPE AND LIMIT OF INSURANCE
•Commercial General Liability (CGL): Insurance Services Office Form CG 00
01covering 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 and $2,000,000 aggregate. Required
policy limits can be met with primary and umbrella/excess insurance policies.
•Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering
Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In
the event Attorneys does not maintain commercial automobile liability insurance,
City will accept evidence of personal automobile insurance.
•Workers’ Compensation (WC): 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, policy or employee, for bodily injury or disease. Coverage
is not required if Attorneys has no employees and signs request to waive such
insurance.
•Professional Liability (PL): with limits no less than $1,000,000 per occurrence or
claim, and $2,000,000 aggregate.
If Attorneys maintain broader coverage and/or higher limits than the minimum
requirements for each line of coverage shown above, City requires and shall be entitled to
the broader coverage and/or the higher limits maintained by Attorneys. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the
following provisions:
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• City, its City Council, its officers, officials, employees, agents, and volunteers are
to be covered as additional insureds, under Attorneys’ CGL and AL policies, with
respect to any liability arising out of work or operations performed by or on behalf
of the Attorneys including materials, parts, equipment, and personnel furnished in
connection with such work or operations.
• Attorneys’ Insurance company(ies) agrees to waive all rights of subrogation against
City, its City Council, its officers, officials, employees, agents, and volunteers for
losses paid under the terms of Attorneys’ CGL, AL, and WC policies which arise
from work performed by Attorneys under this Agreement.
• For any claims related to this contract, Attorneys’ insurance coverage shall be
primary and any insurance maintained by City, its City Council, its officers,
officials, employees, agents, or volunteers shall not contribute with it.
• A severability of interest provision must apply for all the additional insureds,
ensuring that Attorneys’ insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the insurer’s limits
of liability.
• Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given
to City. Ten (10) days prior written notice shall be provided to City for policy
cancellation or non-renewal due to non-payment of premium.
• Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa
Ana, Attention: Julie Hoang, Human Resources Department, 20 Civic Center Plaza,
Santa Ana, CA 92701. The name and location of project must be included in the
Description of Operations section of each certificate.
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.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of
California with a current A.M. Best rating of no less than A:VII, unless otherwise
acceptable to City.
Verification of Coverage
Attorneys shall furnish City with original Certificates of Insurance including all requi red
amendatory endorsements (or copies of the applicable policy language effecting coverage
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required by this clause) and a copy of the Declarations and Endorsement Page of the CGL
policy listing all policy endorsements before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive Attorneys’ obligation to
provide them.
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.
8. 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.
9. RECORDS Attorneys shall keep records and invoices in connection with the work to be
performed under this Agreement. Attorneys shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any services, expenditures, and
disbursements charged to the City for a minimum period of three (3) years, or for any longer period
required by law, from the date of final payment to Attorneys under this Agreement. All such
records and invoices shall be clearly identifiable. Attorneys shall allow a representative of the
City to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement during regular business hours. Attorneys shall allow inspection
of all work, data, documents, proceedings, and activities related to this Agreement for a period of
three (3) years from the date of final payment to Attorneys under this Agreement.
10. CONFIDENTIALITY If Attorneys receive from the City information which due to the
nature of such information is reasonably understood to be confidential and/or proprietary,
Attorneys agree that it shall not use or disclose such information except in the performance of this
Agreement, and further agrees to exercise the same degree of care it uses to protect its own
information of like importance, but in no event less than reasonable care. “Confidential
Information” shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other
means. 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.
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11. CONFLICT OF INTEREST CLAUSE
a. Attorneys covenants that they presently have no interests and shall not have interests,
direct or indirect, which would conflict in any manner with performance of services specified
under this Agreement.
b. Attorneys acknowledge that Santa Ana Municipal Code § 2-112 prohibits the City,
and any person authorized to act on behalf of the City from awarding any agreement, contract,
grant, or any amendment(s) to said awards to an immediate family member of the Mayor,
Council Member, or City Officials, including appointed board and commission members for
the purposes of receipt of a financial benefit or interest. Financial benefit or interest shall
include any direct or indirect financial interest on the specific contact, agreement, or grant,
including any commissions, fees, share of the proceeds, prospect of a promotion or future
employment, a profit, or any other form of financial aware.
c. Attorneys must comply with all conflict of interest laws, ordinances, and regulations
now in effect or hereafter to be enacted during the term of this Agreement. Attorneys warrant
that it is not now aware of any facts which conflict with the prohibitions defined above. If the
Attorneys hereafter becomes aware of any facts that might reasonably be expected to create a
conflict of interest, it must immediately make full written disclosure of such facts to the City.
Full written disclosure must include, but is not limited to, identification of all persons
implicated and a complete description of all relevant circumstances. Failure to comply with
the provisions of this paragraph will be a material breach of this Agreement.
d. Attorneys covenants that none of its directors, officers, employees, or agents shall
participate in selecting or administrating any subcontract supported (in whole or in part) by
City funds stemming from the Agreement where the awarding of the subcontract has any
direct or indirect financial benefit or interest to any individual, as defined in subsections (b)
and (c) above.
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 telefacsimile 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
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Courtesy Copy:
To Attorneys:
Executive Director
Human Resources Department
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
Daphne M. Anneet, Partner
Burke, Williams & Sorensen LLP
444 South Flower St., Suite 2400
Los Angeles, CA 90071-2953
Email: DAnneet@bwslaw.com
Fax: (951) 788-0100
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 telefacsimile, 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 no t
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
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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 ex pression, 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.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. Consultant shall notify the City immediately and in writing of its inability to obtain or
maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause
for termination of this Agreement.
19.MISCELLANEOUS
a.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.
b.All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
c.This Agreement supersedes and terminates Agreement No. N-2021-133.
20.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. The
Parties acknowledge they are familiar with Section 6148 of the California Business and
Professions Code.
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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: _________________________
LAURA ROSSINI
Chief Assistant City Attorney
RECOMMENDED FOR
APPROVAL:
_____________________________
Lori Schnaider
Executive Director
Human Resources Agency
CITY OF SANTA ANA
____________________________
ALVARO NUÑEZ
City Manager
BURKE, WILLIAMS & SORENSEN,
LLP
By: ______________________________
Name:
Title: