HomeMy WebLinkAboutItem 17 - Agreements for Legal Counsel Services City Attorney’s Office
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Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 2, 2025
TOPIC: Agreements for Legal Services
AGENDA TITLE
Agreements for Legal Counsel Services with Richards Watson & Gerson APC and
Goldfarb & Lipman LLP (General Fund)
RECOMMENDED ACTION
1. Authorize the City Manager to execute a legal services 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 for the
period of December 2, 2025 until December 1, 2028 with an option to extend for
up to one year, in an amount not to exceed $350,000 (Agreement No. A-2025-
XXX).
2. 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, administrative procedures,
housing, affordable housing, fair housing, rent stabilization, land use, and real
property issues for the period of December 2, 2025 to December 1, 2028, with an
option to extend for up to one year, in an amount not to exceed $400,000
(Agreement No. A-2025-XXX).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
Agreements for Legal Services
December 2, 2025
Page 2
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5
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Richards Watson & Gershon APC
RWG has provided general advice and legal review to the City on a case-by-case basis
when matters arise in relation to litigation, election issues, or personnel matters
requiring immediate attention. RWG recently concluded representation of the City in a
federal civil rights lawsuit and the City is processing the remaining invoices. The City
wants to continue to have RWG available to provide litigation and general advice
services as needed.
Goldfarb & Lipman LLP
On November 21, 2023, the City entered into a three (3) year agreement with Goldfarb
Lipman LLP to provide legal services 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. Since 2023, an increase in litigation
and writ actions, stemming from the Ordinance, required the City to re-evaluate its
current agreement to allow and provide continued and uninterrupted legal defense to
the City. Goldfarb Lipman LLP, with its vast experience and success provided by this
firm, will continue to focus on serving public entities with a positive community impact
through affordable housing and community economic development.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Richards Watson & Gershon APC
Specialized legal services during the remainder of the term for this Agreement, fiscal
year 2025-26, will be paid out of the General Non-Departmental Contractual Services
(Account No. 01105015-62300) funds. Funding is available in the current FY 2025-26
budget and funding for subsequent fiscal years will be included in the proposed budgets
for City Council consideration.
Fiscal Year Accounting Unit-
Account #
Account
Description
Amount
FY 2025-26 01105015-62300 General Non-
Departmental
Contractual
Services Fund
$250,000
FY 2026-27 01105015-62300 General Non-
Departmental
Contractual
Services Fund
$50,000
Agreements for Legal Services
December 2, 2025
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5
4
5
5
FY 2027-28 01105015-62300 General Non-
Departmental
Contractual
Services Fund
$50,000
Total:$350,000
Agreements for Legal Services
December 2, 2025
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5
4
5
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Goldfarb & Lipman LLP
Funds are available in the Liability and Property Insurance Fund, Losses Paid
(08009051-64050) to cover costs subject to litigation against the City, as approved by
Adminsure for coverage under this fund. Funding is available in the current FY 2025-26
budget and funding for subsequent fiscal years will be included in the proposed budgets
for City Council consideration
Fiscal Year Accounting Unit-
Account #
Account
Description
Amount
FY 2025-26 08009051-64050 Liability & Property
Ins. Fund, Losses
Paid
$150,000
FY 2026-27 08009051-64050 Liability & Property
Ins. Fund, Losses
Paid
$125,000
FY 2027-28 08009051-64050 Liability & Property
Ins. Fund, Losses
Paid
$125,000
Total:$400,000
EXHIBIT(S)
1. Agreement for Legal Services with Richards Watson & Gershon APC
2. Agreement for Legal Services with Goldfarb & Lipman LLP
Submitted By: Sonia Carvalho, City Attorney
Approved By: Alvaro Nuñez, City Manager
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LEGAL SERVICES AGREEMENT WITH
RICHARDS WATSON & GERSHON
This AGREEMENT, made and entered into this 2nd day of December, 2025, by and
between Richards Watson & Gershon, a California Professional Corporation (“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”). Collectively, City and Attorneys are
also referred to as “the Parties.”
RECITALS
A. The City of Santa Ana and the City Attorney’s Office desire to employ Attorneys to assist the
in-house attorneys for the City (“City Attorney”) in the provision of legal services to the City,
for general municipal law advisory and litigation matters.
B. Attorneys represent that they are licensed to practice law in the State of California, have
special experience and knowledge providing general municipal law advisory and litigation
services and desire to undertake said service.
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 general municipal advisory and litigation matters, including but not
limited to, elections matters filed against the City and to defend the City, its employees and its
officials. 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, all attorneys will bill their time at
$335/hour, all paralegals will bill their time at $195/hour, and 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, during the initial term of this Agreement shall not exceed three hundred fifty
thousand dollars and zero cents ($350,000.00). Parties agree that any remaining budget available
from the initial term shall be made available for any optioned extension period. If needed, any
increase in the overall compensation amount listed here, shall be subject to approval by the City
Council of the City of Santa Ana.
c. The compensation includes payment of invoices since May 1, 2025. This amount is
included and does not increase the not-to-exceed amount set forth above.
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d. 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.
i. In-house printing, copying, and reproduction charges will be reimbursed at the
rate of 20 cents per page.
ii. 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
and if pre-approved in writing by the City Attorney.
iii. 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.
iv. Attorneys agree to directly pay for vendors, consultants, or experts, and then
seek reimbursement from the City.
v. Attorneys agree to seek authorization from City Attorney before retaining
experts and consultants.
vi. Automobile travel will be reimbursed at the standard mileage rate in effect at
the time of billing by the Internal Revenue Service.
vii. 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 refl ection of work
performed and fees incurred. City will not pay interest on unpaid monthly statements.
City and Attorneys agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House (ACH) transfers. City acknowledges that Attorneys have
executed the City’s standard ACH Vendor Payment Authorization and provided required
documentation, and, upon verification of the data provided, the City will be and is authorized to
deposit payments directly into Attorneys’ account(s) with financial institutions. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals which
may reasonably be expected by City.
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
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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 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 date, filing of motions for summary judgment, hearing date for motion for
summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide
the following reports:
a. 45-day initial evaluation of case and budget;
b. Pre-trial report 90 days before trial; and
c. Regular trial reports during trial.
6. TERM The term of this Agreement shall commence on the date first written above, and
terminate on December 1, 2028, 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 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
1. 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 and $2,000,000 aggregate. Required policy limits can be met
with primary and umbrella/excess insurance policies.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1
(any auto), or if Attorneys have no owned autos, Code 8 (hired) and 9 (non-owned), 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.
3. 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
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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.
4. Professional Liability (PL)/ Errors and Omissions: with limits no less than $2,000,000 per
occurrence or claim, and $2,000,000 aggregate.
If Attorneys maintains 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:
1. 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.
2. 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.
3. 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.
4. A severability of interest provision must apply under the CGL and AL policies 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.
5. Insurance policies required herein other than PL/Errors & Omissions policies 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.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: Laura Rossini, 20 Civic Center Plaza, M-29, 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
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Self-insured retentions must be declared to and approved by the City. Attorneys have declared to
the City that they have a $250,000 self-insured retention for professional liability insurance and
City has approved that level.
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 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 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. Attorneys may provide
redacted policies or specimen forms in order to prevent the disclosure of material Attorneys
deem confidential, privileged, or trade secret information.
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
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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 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
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: Attention-Saskia Asamura, Esq.
Richards Watson & Gershon APC
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Fax (213) 626-0078
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
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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 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, o r
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.
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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.
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 A. ROSSINI
Chief Assistant City Attorney
CITY OF SANTA ANA
______________________
ALVARO NUÑEZ
City Manager
RICHARDS WATSON & GERSHON
A Professional Corporation
By: ______________________________
SASKIA ASAMURA
Shareholder
LEGAL SERVICES AGREEMENT WITH
GOLDFARB &LIPMAN LLP
This Agreement is made and entered into on this 2nd day of December,2025,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
("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 advisory and litigation,
specifically litigation regarding housing,affordable housing,land use,fair housing,rent
stabilization,administrative procedures,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,administrative procedures,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 $370.00 -$385.00 for Partner;$265.00 -$365.00 for Associates;$250.00 for Senior Law Clerk,
$220.00 for Law Clerk,$220.00 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,during the initial tenn of this Agreement shall not exceed four hundred thousand
dollars ($400,000).Parties agree that any remaining budget available from the initial term shall be
made available for any optioned extension period.If needed,any increase in the overall
compensation amount listed here,shall be subject to approval by the City Council of the City of Santa
Ana.
c.City agrees to pay for outstanding invoices since October 1,2025.This amount is
included and does not increase the not-to-exceed amount of $400,000.
d.City agrees to reimbw-se 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.ln-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
perfonned 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 di.rection 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:
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1)45 day initial evaluation of case and budget;
2)Periodic status updates re important depositions, expert witness designation,
expert witness depositions, pe11inent 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 tenn of this Agreement shall commence on the date first written above and
te1rninate on December 1, 2028, unless ternunated 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 patties,
including the City Manager and the City Attorney.
7.INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that,
in the pe1formance 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 for injuries to persons or damages to prope11y 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 occun-ence 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 perfonned 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 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 3 8; and CG 203 7 if a later edition
is used).
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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 O I 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 ofInsurers
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:
I.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 (5)
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.fìve (5)years after completion of contract work.
Verification of Coverage
Attorneys shall furnish the City with original Certificates of Insurance including all required
amenda tory 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.
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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 hannless 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 infonnation 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
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Courtesy Copy:
To Attorneys:
Facsimile (714)647-6956
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O.Box 1988
Santa Ana,California 92702
Facsimile (714)647-6515
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.ln the event of a conflict between the tenns 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
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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 infonnation,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 affinn 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 tenns 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]
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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.CARY ALHO
CITY OF SANTA ANA
Alvaro Nuñez
City Manager
GOLDFARB &LIPMAN,LLP
City Attorney
as.(to .1-it-K
Andrea Garcia-Miller By:Karen M Tiedemann
Title:Partner
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Senior Assistant City Attorney