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Home My WebLink AboutItem 50 - Agreements with Selected Law Firms to Provide Ongoing Legal ServicesCity Attorney Office www.santa-ana.org/ca/ Item # 50 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 21, 2022 TOPIC: Agreements with Selected Law Firms to Provide Ongoing Legal Services AGENDA TITLE: Approve Agreements and Amendment for Ongoing Legal Services for City Attorney's Office (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with (1) Atkinson, Andelson, Loya, Ruud, & Romo, for the period of August 21, 2022 through June 30, 2025 in the amount of $2,000,000; (2) Carpenter Rothans & Dumont LLP for the period of July 1, 2022 through June 30, 2025 in the amount of $2,500,000; (3) Talley & Talley, APC for the period of July 1, 2022 through June 30, 2025 in the amount of $750,000; and one (1) amendment with Graves & King, LLP, for the remaining period through June 30, 2024 to increase the not -to - exceed compensation amount from $50,000 to $500,000 for legal services, as detailed below, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION In an effort to increase efficiency and streamline approvals for contract services related to ongoing legal services, the City Attorney's Office is submitting this omnibus staff report for four (4) legal services agreements. The City Attorney's Office asks the City Council to approve the legal services agreements, as each supports ongoing operations related to issues, which vary from labor and employment law, police defense, and general liability. The various agreements, and the amendment, are for services with the following law firms and in the amounts noted below: (1) Atkinson, Andelson, Loya, Ruud, & Romo ("AALRR"). The legal services agreement with AALRR is set at a not -to -exceed amount of $2,000,000 for the term of August 21, 2022 to June 30, 2025 for legal services in the area of employment law. In 2018, the City Attorney's Office selected AALRR to represent the City due to its decades of experience in representing public entity clients in all aspects of labor and employment matters. The new agreement will allow AALRR to continue to provide ongoing services to the City Attorney's Office, as necessary, to respond to varied legal services or defend the City. Agreements with Selected Law Firms to Provide Ongoing Legal Services June 21, 2022 Page 2 (2) Carpenter Rothans & Dumont LLP ("CRD"). The legal services agreement with CRD is set at a not -to -exceed amount of $2,500,000 for the term of July 1, 2022 to June 30, 2025 for legal services in the area of police defense and general liability. Since 2006, CRD has provided legal services to the City, specializing primarily in police litigation defense services in both federal and state court with an emphasis on civil rights matters involving public safety employees. CRD has also represented the City in complex dangerous condition of public property cases. The new agreement will allow CRD to continue to provide ongoing services to the City Attorney's Office, as necessary. (3) Graves & King ("G&K"). The first amendment for legal services with G&K will amend the not -to -exceed amount from $50,000 to $500,000 for the remaining period of the Agreement through June 30, 2024, with an option to extend the agreement. Following a request for proposal process in March 2022, G&K was chosen to represent the City in a dangerous condition of public property case that involves a wrongful death claim. G&K has a reputation for representing public entities regarding a variety of issues. The amendment will allow G&K to continue to provide ongoing services to the City Attorney's Office. (4) Talley & Talley, APC. The legal services agreement with Talley & Talley, APC is set at a not -to -exceed amount of $750,000 for the term of July 1, 2022 to June 30, 2025 for legal services in the area of police defense and general liability. In 2018, the City Attorney's Office selected Talley & Talley to assist with various legal services and litigation. The new agreement will allow Talley & Talley to continue to provide ongoing services to the City Attorney's Office, as necessary. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds, as detailed below, are available in the budgeted amounts for FY 2022-23, and will be budgeted in future fiscal years as follows: Atkinson. Andelson, Lova. Ruud & Romo Accounting Unit, Fiscal Accounting Account Year Unit -Account # Fund Description Description Amount Liability & Property Ins Liability and Fund, Losses FY 22-23 08009051-64050 Property Ins Fund Paid $ 1,000,000.00 Liability and Liability & FY 23-24 08009051-64050 Property Ins Fund Property Ins $ 500,000.00 Agreements with Selected Law Firms to Provide Ongoing Legal Services June 21, 2022 Page 3 Fund, Losses Paid Liability & Property Ins Liability and Fund, Losses FY 24-25 08009051-64050 Property Ins Fund Paid $ 500,000.00 Total $ 2,000,000.00 Carpenter Rothans & Dumont Accounting Fiscal Accounting Unit, Account Year Unit -Account # Fund Description Description Amount Liability & Property Ins Liability and Fund, Losses FY 22-23 08009051-64050 Property Ins Fund Paid $ 850,000.00 Liability & Property Ins Liability and Fund, Losses FY 23-24 08009051-64050 Property Ins Fund Paid $ 850,000.00 Liability & Property Ins Liability and Fund, Losses FY 24-25 1 08009051-64050 1 Property Ins Fund I Paid 1 $ 800,000.00 Total $ 2,500,000.00 Graves & King Accounting Fiscal Accounting Unit, Account Year Unit -Account # Fund Description Description Amount Liability & Property Ins Liability and Fund, Losses FY 22-23 08009051-64050 Property Ins Fund Paid $ 300,000.00 Liability & Property Ins Liability and Fund, Losses FY 23-24 08009051-64050 Property Ins Fund Paid $ 200,000.00 Total $ 500,000.00 Agreements with Selected Law Firms to Provide Ongoing Legal Services June 21, 2022 Page 4 Talley & Talley - Accounting Fiscal Accounting Unit, Account Year Unit -Account # Fund Description Description Amount Liability & Property Ins Liability and Fund, Losses FY 22-23 08009051-64050 Property Ins Fund Paid $ 350,000.00 Liability & Property Ins Liability and Fund, Losses FY 23-24 08009051-64050 Property Ins Fund Paid $ 350,000.00 Liability & Property Ins Liability and Fund, Losses FY 24-25 1 08009051-64050 1 Property Ins Fund I Paid $ 50,000.00 Total $ 750,000.00 EXHIBIT(S) 1. Agreement with Atkinson Andelson Loya Ruud & Romo 2. Agreement with Carpenter Rothans & Dumont 3. Amendment to Agreement with Graves & King 4. Agreement with Talley & Talley, APC Submitted By: Sonia Carvalho, City Attorney Approved By: Kristine Ridge, City Manager LEGAL SERVICES AGREEMENT WITH ATKINSON, ANDELSON, LOYA, RUUD & ROMO, APLC This AGREEMENT, made and entered into this 2 " day of August, 2022, by and between Atkinson, Andelson, Loya, Ruud & Romo, APLC., a Professional Law 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"). RECITALS A. City 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 administrative and litigation related matters by a firm with specialized expertise. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning general liability, personnel and police matters, 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 assist the City Attorney with litigation filed against the City, for general advice and legal review on a case -by -case basis when urgent matters arise in relation to personnel, police or general liability 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 payment in full for all services according to the following: Partners will be billed at the rate of $330 to $450 an hour (depending on years of experience); Associates will be billed at the rate of $245 to $350 an hour (depending on years of experience); and Paralegals will be billed at the rate of $200 to $225 an 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 $2,000,000, finless otherwise authorized by the City Council, including any extension periods. C. As specifically outlined below, the City agrees to reimburse or not reimburse the following charges or services as follows 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. ii. City agrees to reimburse in-house printing, copying, and reproduction charges at the rate of 20 cents per page. iii. City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, 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. iv. City will not reimburse Attorneys for ordinary document management systems used for discovery purposes or any other purpose unless such technology is deemed necessary by the City Attorney and pre -approved in writing by City Attorney. V. City agrees to reimburse Attorneys for their direct payments to vendors, consultants, or experts for work in connection with the performance of duties under this Agreement. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. vi. City will reimburse automobile travel at the standard mileage rate in effect at the time of billing by the Internal Revenue Sei vice. 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 reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 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 2 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; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2025, 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 provide to the Executive Director of Human Resources proof of insurance 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: a. 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 $2,000,000 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. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non - owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance 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. d. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If 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 Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. 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 Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the foram of an endorsement to Attorneys' 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 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' 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 Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. f. 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 agree 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. g. 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. h. 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. i. Claims Made Policies - If any of the required policies provide coverage on a claims -made basis: 4 i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. 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 (5) years after completion of contract work. j. 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 Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorney's 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. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. 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 C'ity'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 i, 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council 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: Irma Rodriguez Moisa, Esq. Atkinson, Andelson, Loya, Ruud & Romo, APLC 12800 Center Court, Ste. 300 Cerritos, CA 90703 Facsimile; (562) 653-3 33 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. 6 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. 7 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City orney Y Tamara Bogosian Senior Assistant City Attorney CITY OF SANTA ANA Kristine Ridge City Manager ATKINSON, ANDELSON, LOYA, RUUD & ROMO, ALPC Ln- Irma Rodriguez Moisa, Esq. Partner LEGAL SERUM AGREEMENT R_1"M CAAFF.P['F .w... ROrrHANS 6 D13MONT, LL This A('rR>".>:.h,iENT, made Laud enc t-ed inla ihIF 1 # day of July. 2022� by and between CarpemwT, Ratltr,ur, & Dmmom J_.LP., a limitod iishi [ity pamershiP ("Auorncy+ )md the City of Santa Ana, a duwter city and t] wak ipA coTpcwm6on duly orgaaied apd cxisdng and,et &t: cumtiu ioa and laws -of the Shitaof Califomia (ICi[y-)_ RECTA .S A_ City desires 0 employ Altanneys to assist 19w in-house attnrncys for t1he City f City Aftcwy") in the prOwisaon avFlcO mffvi= to itte City, and B_ Atturrmys rcprewW that thry are liconscd tD practice law in dw Stm of Califarni-!� havc spacial wcpmmwx and knur%kdge related to ehi=atradw and ftawn matt m r:Urrvq Mg dal liability, peraorr (:and polies r xAfi amO dcsinc to undwtake sand 6ervim_ NOW THEREFOM in curmuierafKyn of the rrruhrat and rescpmAivo promises, and subject to dic turns and wnditiioes hrrcinaftar set i:a rth, the parti-as aria a:!� !Mky ys. t_ RF-rP '170N Ci ATTORNEYS din rm as-roeeded basis, and at the noic 4isorenon of (fit ab, CAy Eby AgMeS to =d doft return Abtorrr ,,. for the wrktpmsahMM hCMnatlk-,r speC&i 10 as5+st the City Anon ey with fifigafion fslcd against Che City, foT g=KzW advice and legal review rxn a r -by bass when argent Fnait a I'SO in To6tion to personnel, police orZcncral iiabtlity 10 defi�Fd the City, its ftnplea}coK and its affieials_ AnoumYr- sm pt said rnerrtion aril a�wm to perfonx�, in a tiwely effi6fmt wamer, all suds servimn; as may EEC rimMested bey the City AtIorney. } numey . ill cox&m ter acc_-pt=o_- of wolr rQgw=ed by c. t.y in vrriring by or lever_ 2. COMPENSAMON FOR SERNgQ _RBNDERBD a_ City agrees to compensate Attumtvo�b, mr+d Au eys agree to =xpt ftrt n Ozy, as payAwnt in Cull for the foregoing srrvi at the rate of &250 an bmw for anorncys ano � 100 all bour for Pa mbLgals, Time will be billrrl in 111 M of an hour hwrenwnts, b_ TIve total sum to bC expended under thifi A' rnern# shall mot exo=d 2,500,f1W Wgess oftierwise AFffioT� by the City Couiuil, incLudmg any esurmon pea�c' C. A-& spedlic lly oudirod blow, the City agrees to reimbrasc or not reml xm c the following rhargm ar seas as fol]ows Otyagfeft to renni bumu AttDrncys for out -or n including but na lirrritcd wk, milk, copying costs, sna rx r}f pry aad ataif sea wires; authcs i by the City Attorney -M u5nnccticm %VU i 6- Performaure of duties wbdcr this Agreernent ii. Oty agrees to reunburie in-hnuno pTmtin;E_ oopyirrg, and n` miducbm -charges at the rare of20 teat:; per ym.8,. iii, Coy will not reimburse Attorneyr. for Lexis, Wrstlaw oT 0I1her laid legzl reseax& sub iplism r&-vlom f{rr rrndins ry lcgO resmch. Hrrwcvcr. City will rcimbursc Att�ymcys for exnaoudmaf}y legal re&e4kciE its related to a t"lox 9eo matter or assigninent if pYeapproved in wra#in8 by the City A Qey. iV_ City Will nAit reirnburso Attorneys fior ordinary dot ++ice €nt systems used tar &wovery purposes or any other purpoeic unlrw; mwb ftohnoiogy is deerrmed nncmary by the City Atfmmey w!Pd gvc-appxovvd in writing by Ciry A tamey_ v_ Gty a to rcirnbime AOwucys fDr their diet payments to vendiom, wTL-&W[nnt% cfr cxpem for work in cot3 mWn with the performance of dLdiM xinderfts AgreerrrerA. AMimeys agrft lo smk author-3mim- M from City AnGmey bekare retaining expo and eons lltants_ vi. Oty rv1111 reim=.burw a u nobik travel at the M ndnrd m&age rxe im of e*A at thm time ofballing by the Intl Revtmu,e Scnice_ V1E. ATLy coots vi excess crt .UW requve City Attorney approval putor is the eapr AU expt cim mual have suplxnting draumcnfabc-m srrbmined with the inveion 3_ l~.il'f'l OID OF FAYMFNT Attornys sball submit a rnout iy UWernent speeifyiAS the semczs pw bnTwd. dam and number of hours and an ikon of expen&ft rebtedthemto with suppOtangdOcurneaitation (i.e. receipts, invoices, copy ofebwk etc_)_ Cityarknovwledgns that the fees i=uTed fed.' 1A+[> k performadby Awrrmeyr, on 115 behalf are d= wood nwrRg within 30 days of the wo* being per brmed. At Attorneys' dim retioc� tbffy MAY ChWS& to &fer payment_ Motwitbs.tand.irtg this, City agr that it 4 all tender pAymcrd within 30 days of M iitrn dernand by Attomeys fcr payment- Unlrsa: exp curly meted theroor, m utbly mwinam gcricraUA J)y AtLmwys "I not o nm= %kmittm demand. but sha11 simply be a writim refieLti= of vwurk perfb rwd and fm uwwred. City wi l not pay iblerest on ungid moAffl ;g MatemmLs- 4, C TJ3& OF L AI _��.S ltittoraeya a tbai each and mqfry maiicr cw prccwding in which i6ey un erL*w to &ssist the City Attm+rney, as afa,maid, *d3all be and rcrnsnn under, and mitb act hD the oanbrol msd davz-of pid City Atkxnr r at all stags, wod th w they "I at xLl times 1rcop the City Attic} WOMM4 OCA MoMen PerMining dorebo. City will keep Anotimys inioffned of all sig ii.ficaw 62 martem rda6ng to any r+rewnhdion W.rloMUM by Atturncy& Attorney-, further agnx:, if and when their w1m6m benuzider is Wm4zed by City, as hcmina spwified, they shaLL reMsn VD City AUmbey any and aD files then m th6ir possession CanUming each and ever faameror pros ed;in in whi,th tbcc rtjxeumird the C4i puTm am to tbn ,fit. ;5. T LgQ.KW JIBE� Attarneys agme to keep the City Affo ney, and any oflyer persa al s) desiputed by the City Aiterney, iaforimcd of Mig-nificanE cvcnk, in the Actims, including but KxA hnuted to bur] dair, filing of mOom for =nrnary ]udgmwt, hearing date for motioo for 2 Summary Judgrnmt, SeTU ML11 wnfer=-cr, dale- and med.ialiCi , Sys also a w prrnl6p the fol Icing tt dli- a_ 45 day Milial cva]uabon otca6e and budgd, and b, > uiul rq+Wt 90 days befogtriSal, 6- ' LIH-RM The term of this Aft steal[ =rwrq�nQe on the dtaW ftt^st vMritten ahmm am tcrininaw cn June 30, 2025, imL:ss t4xrm uw4E# d earlier purvwmt to won 1 :5 below_ -rho tum of#his AgeuneW may lac exkm&d f r up to ooe (] ) year upgn a Wig eaci�crdbd by ba€h pwic s, including, the City ? MaZC.T and the City Anrney. 7. IN-DM3ENTDfSN'r-Qb-ULRACTQRS rl il� mil ly a i by and ba.-lwr~cn thc parties dtel~ i [he of their hCrc-ur r, t#oraes s are and shLA be iufpendenl -rmu ct ws, ann npt of OM of ernl3d Of CJW. 8_ WSh1R�W a AUun eys shall pmvide LO IINf: e X&Mklr� Duvctur of 1�iurnw Resource goof ofinsUrance prior to umlerbtk-ing perfo mar r& of work Lmdcr tWS Agwemenli, Atiorncy3 4W] maiwu�n and shall require pits if any, to -Dbia m and maintain ;r sunmcc as descn%&d below= a_ FSW GMeraj Fiftbility (CGL): In%==Ce SMViccs woe Forrn CG 00 01 +rig COL on an `bo ►rrR:nac" basis, imc� products and ownplet+ed operations, prcTt--fty damage, bodily w1my aad perrwD" & advcrtisuog injury wide limIL& no ko 01m S2-D3%0D0 per nccurrCn , ff a general aWugtF Limit applier, either the gEvK" aggregaw limit ,,hall apply aGpazate3y to his pa, exctfJQc ,zt (190 CG 25 03 0w 2 or the general a a �-ale limit !3-h a n be twifx the r!Equimd o= rrcncc limit. b_ AutgavaNt,c Y.iabi`I 1ft&U ante Stuvmm Mee p Number CA OW 3 ccverir g- Ci de l (any mW , or if Conculratit I�6 nu awnod autos. cocie 8 (hjrrd) and 9 (nou-,Dwneed), with limit Qo less thaa $ 1,0MW per owideW for bodily injury and proper damage- (NoE mquiend it OGMVW=t dolls not mic an automobile to perform scEvicc�� C- Workers' Co[npenwariwL lnsa3rancc as required by the `;tatt of C'alifiomta, with Staff" i _iWts. aDd >;A1pky='s l.iahility Insurwijw with limit of no less tharn S ] ,000,0W per ar,m:d= for bcd:rly injury ordise r- CL Prof ssiod5al T_a biliiv fkTrwS ndJ)missiag.L:)= lwwrawc- app ria to the C',onsultarCs pMfession, vnffi limit no Iess than $2,DKOX por occurrence or clairn. S2,000,W0 a€- l'f AUrmcyg waim$a 1xro der imago and/or MgfSeir Limns tlfmn thm mi�ui nums shown above, the City requires and A3all he miitlod w the bro r r.avrra anWor the higher lamitr. maintained by AUorney�5. Any available i&nta=t� ?x 4q in cKoess of The s aFiad minimum 1 iMits of ins=- nee anal vo ra ggc shall be availablr, lu the Ciry- c- der LwArance P'm}iai - ]-#tic i-caumnee poll-cim = to mMi rt or bt: eFdnrrtA 10 Goataiti, the fD1IaW3-ngpruMsioFks; i.Addilional �ftsured SbAms- T m Oty or Saab A a, its offioexs, off -irony, emplWye-ft% wid volumus are to be Coveted JIS W3khhOF al incur On 430 I, policy with Mpect to liability arming out of of operatiortis wed by or pit bchW of Attiameys iti I di Yr.a1t+j;A1� pam, rr upmcnt f4 ished in connection with such work or operatirms. General liability image can be paiyvidmi. ao the Perm of our -eoducsenumt to Arknueys' iisnurar = (at least as broad as M F*rm CO 20 10 11 85 or if n0L aVa 19bla, tf mvo thu ad&rion ofbo>ffi CC 20 1% CC 20 2fiL, CCy 2013, ar UG 20 3S; and 00 20 37 forty s if l ftw revisi u _ ii_ F`rirri.�y €`AvvPB!9 Ei cl relabetl t 6 t~ ktipDrneys' in,zurancc coverage shall be ptu=rg at icau as broad as M OG 20 41 04 13 as n [a the Oty of Santa Anna its ofnceis., officials, empioyeza, avid vat rs. Any in rmw& or self -in ez ma�rrt ned by dw- C%ty -pf mta Anna6 its offiofficiaLs, tmployac�, pw vohwAxers shall be cmxzs ot Aiitokaeys' ir+sunMrt and shall not omuibuse with it. t#=coverage shall rolbe =n=luci, asp" wrtb notice to the CitY_ r W.Bivor of Submgatk m- AUMTWYS hereby grant €e City a vGT of any right to subro<<gauon, wilriQb my iOSUA- r• of said Attorneys may acquires against tho Oly by deco- of the jpaymcnL of any Joss under sueb iasu=oe. Attorney& agrm to obtain mny eadoaseFmnt that may be necess ry to affect diis waiver of mbregatian, but th.i� prnvirann applies Mgwlew of Whetber or neat ffie City has r eiVed a waiver ofsubr-option ftidorbAwnent from the insweT_ Z- ci - iu Reteniims - Self-inuu-rd r&-ffntirwmTmim he dcclaned to and approvtrd by the Citg_ the {sky rmay require 11e Attarys to pm-e a crage witfi a lower rr%mtitm or pravidn ~of a ftr OD pay losses and relLted inve,.tigati , clairn ad17a_i ri istratixa, and deFt w ewpeDses within the reten6oTL Thc pQ1WY Wguape shall provides, or br en&nTiod to provide, that the sell- msured rete:atayn may be satisfied by either the ma ed inau>od cx City. h- AD>eptablEty of r m rrrc _ Irtcmrwbca L$ to be pad w-E(f[ imLaTm auflH rimd trt oandr,ct business it tau~ &Ude with a cu1r A.M_ Best's raktg of no than A-Vll, ImIess otherwise acrzptable to the City. i_ CUaims Mode Rnfacian - Ifany ofthe required provxicowvcra.ge- n a claimso- ruade baste- a- The Itctroactivc Date must be shown and mm-i be beforc fhe date of the Contract er the begirming -of naurt w-ork. ri, Insurwee must be ruai�aainod and cvuJv� of insurance must be prom for at I&Nt fiv6 (5) gears of cornpletico 4otthe contraa of work_ If ioveragc ik ea KAed cyr nonA-enewed, and not .mplaced with another elaiaLs- na& potiiuyfcKm with a Rena ctiv+e Dale pracu W Ehc cnntract Wective dale, &_- AffmTwys must pw ch "extcnded rgpprtjag" coverage for a minimiaTi , of1ie (5) years aflame mm]-)1cpon of cmtma Work_ j. Verification of Dove .- AtM neys shall furnish IhV Ory W#h -OTQ nal Ce�tifit�ie #F SUMUMVCC inc all rcgUirod arnmdaWry cre1or&ffmzmt5 (-or copies of the 2LPf,l1G bW PO&CY language CfFCcling coverage requubd by this clause) and a copy of tfic McImutions and FnrlO.-&cnnrnt page of the CGL policy liffing all"icy eatlorsements to >r'rruty bekire volt bcgins, However, LpAure to obtain the irked documcmis prior W tbo work beV=ing Sh@B not wml r. Chiz A=MOYS oNi ition to prude them_73w Cay nmervcs the rig to re jwM ' mpkao,- Dertified ,opies of all required inFtu ncc policies, including andarwrncntS required by Ibex spC+fiOtioas, at any times 1c, Subomfi v!ars - Attorneys shall rexawre and verify that all subcon[ractars rnaint4un i rLwarree M e tmg all thc rrquine nears stateai bmrin, and Attorneys shall -unsure that City 3s an additional in—r=d on insurance required feom sub-c-o tmeteas& 1. Special Dishes or Orcurnstaneas - OLLy Twmwves the rift I* modify those regaironimts, including 1-1111its, Sassed M Lbe rattan crfthc risk, Luc erperie ncr:, iin p , coverage, or c her spocial eircumt� 9. WD ri!* ENC`.,. 1JO N AMDMys agree to and shall ind-emni:fy d l lyd l armless the City, its oifiaeri, mats, eft OOyees, aad from liability Far pm-iorW injury, dama�q_-h, restitution, jfWtoW or egUilable rchcfto the cmmt mused by Aftor„eys' neeEgent or wroo ful perfenTuvitm or conduct related to this Agrmnco#, 10_ CC FC[ RN'T1A1,1;fY AL infonTm6cn anO domments &hwud wieh Auomcysas well as A work pc'r rmed by AlLarncyr. in cKfflnCCtJCM with this A4Ttm ncnt should be bnmtbd ah Ai r_c ]y con_fiideffdi d_ Iti+[oroaver, all cvmrtxumicatians. beween Attcmcys and City shall be t=tcd as prwectod by rho attorney -client p6vilegt and th-c aUomey work product dr«etr-inc. A dirj !', info n=Lion rwciv d by Attorners from C,Ety sfiougd be kepi is a secure plain, a-n-d no informalion Ott Ibis work may be disclaarai to any third party without Units prior written appn: vat. Atbumeys shall pro*i& mabffrWr 4Fu fly to the Cily Aticm ey, Sonia C.arvalho, or uulevAad mcmbcrs &f lux ofFct-- as dircczd by lbc City Alloccey_ All ^ueb inforin;13�on and any wribtcn product m connection VO-th A eys' rwenTiAm under this Agzeemeirt, shall be, mmimd as "PRIVFbEGhFD AND CONPTOEWnAL � ATTORNEY -WORK PRDDUCl"" and shall be the property of the City Attnrney'a Mcc, aid shall be reftun6dlprQvidod to the Of1Cr of the City AUmo ey with all oupim upvm the request of the City Atlgrircy. Confidential inforrrmticfo disclosed to either p;;xty by any subsidiary andfur agnl of the Qthcr patty is coved by thir, Agrwment. 'Ile fOTEgOing obligation,. ofru�usc and u3ndisclomae shall not apply to my in tprmab c flud(a) has Wm diisckma i in publicly avai 4"c wwDas; (b) is,, dwoujfi no fault of the Attaraey�, dig AMOd in a publicly available vxxr" (c) is in rightful pos.; imn of the Attorneys willoui ar, Qbkgaiion of wnfidcntiality, (d) is required to be disclosed by operatYaft of laws or (c) is indepeodmt]ly dcvclopod by the Attorneys wilhauE rcfcrvaoe to intomsation disclQsod by the City_ 1 1 _ {7 N H ICT F: IN-fER ST CLAUSE Aitiymej+& coven= that it presently has no interests mlid shall tot bave ira-ureklr:, diTMt or indircM that would conf7ict in any mamer vhith pr6co nano of services specified under this AgremerA. 12_ NOTICE Any Tw cc, under, demand, delivefy, pmwnanj to this Agr=ncn "L be w writing and shalt 1�c dremvd to Ric properly Veen T delivered im FmTs on or mat W by first class or mortified Mail, po►.tasc prepaid, or sent by telefacsimile Dr *d1cr tcicg-aphic comnuuni=,6= in ihr- marpravidcd in this Section,to the following p mr , To City: Clerk -of ffist� cb u cil City a Sa= Ana 20 Civic Cater Flan W-30) F.0_ BOX 19SS Sotta A-n?LCWirbFnLa 702-1988 Passim ite (714) 647-6956 CO:Urtcsy Copy: City Aftomey 20 twivic cmtew Flom -29) p_O. EkXX 1988 Santa Arm California 92702 Fecsiu"Oe 14) 647-6515 To Attorneys: Sb--Y m 1. Rothans, P.N. CAupcfir, Rothans & Dtunoat, LLP 500 S_ Ch-artd. Amur, 19th Floor t mq Anors, CA 90071 F: sirnilc; (213) 228-Wi A party may than its addre&,. by Zivmg no4oc ID writing to the other party- Tluffrcaftcr• any uat_icc, tt n --r, dmnwrd. delivery, or other con= niv on shall bi� addmwad and au smiobf d icy the ruew addresEL If fat by maiL conunurlir�tm shall bc uftctive -or deemed to have be= p iven dMM { days aloe tt has been deposited in the UT6tod Stow mail, dtdy registered or arrtifC4 Vrith postage prepLmd, and addressed as set forth above- If seiat by tcicfacz5imitc4 communication shall he effective w4ccmcd w have been given twenty-four (24) hmxs air the time set forib on the transmission report is;imcd by tic tramsmiuiog fimmmle maChlf&, es.'!Pbd are r9ct Beth above_ For purprosm of calcu1ativg these time frames, weel=dr., fedr, al} waW, Cbunty or City holidays shall he cXatuded_ 13_ EXCLUSIVITY AND L141 T This Ag ftmernt reprownts #hc coro kte and =clusiva =ement between the CAA afld AHmTncyz, =id snpmedes any and all other AV-r� oral or written betw cn the pauiim_ io e�xt f a con11€cE between the term csf thin rnerrt and any anew-.hme herd, the temp of this Agreement shall pr��i€. 'a -as Agrcwn"t may not be modiAed except by written ir,sir,,.,,emt 2j;9,cJ by the Chy and by an auuthotti2ed repnmentafivc of Avorney& The partite sec that any tcrrnR Or condiVons of arty purch order or other it sUuffient dud are ilmonMEfo tt with, ar iq 4"Ct n 10, the tenets and Ooft6tiorui hrr=f, steal l not bind of obligate Attorneys or the City- Farb meaty to this Agent a0caovrledges that rFo repres mmmans, imkioernentsk patiarxsises ur aZpRerne"ts, telly or otherwise, bane bmade by any party, oranyuae acting on bt!hAf-of anypartir:5, whicAh arm not embodiedbecei 14_ ASS3 Inasmueb as this: Ji�Fmrn-um is intended to secure the special; wrrriOMti of Attorneys.,Au*nm}r, may root 8SA91. Q=Sfer, delegate, fm subcimIract any ink"U herein - wiithmit the pfiw wriMm coaseai -of The City a d any vueh ass gnmeK transfer, &-leptzn oT subovntr Ewith rE 1 e iiy's priOTwritIM jai shall'be corAderednull acid Void- Woihing i<n this AgreemerrL shall be crinstrmEDi to limit the Ckys al5ality Mj 1>$ve any of the %"CAes whieh aue the "cc[ i)f Oils Agreement performedlby sty PftVgnnd oT by Wier AMM eys rimed by OLLy. 15- 'I`LWTNA FON TWS Ago=mcmi may bG t=inated tv City at any lime- in such went} AuonKnfs shall be-entitlad to nmumve and Ow City shall pair Attorneys. ixm,pr.- saL6cm For al I scro ecs Fxnformcd by Attornc-s priorta rem ofsuch nU6rc*f ii Ina#iort. }4s a condition of such paymcni, Afforrreys shall deli,rer 1-0 Ore City all filet znwJ rpoov& gerterWed mrd€x this Agn=m nt as of such date_ ArWrrbuys mew remloaW tj= fit, k;aN= io tbCir obll"i= to provide wfittcn n-_&vmmlr1c ru*cc of at ie:9st chins (30) dam to anM49e alkTRMliu4D TC.PTCMMtajOEL In such c2. City agmes to secure aew c.=,.LL 2aquickFyas pcsaleand trroDoaperalefidly in tlx: LaAmiimfioo oft1+c rev courusel w ucnm=1 cif rcr-orcL in M the ,Adonis_ 16, NOT-DL43CRMWA7TQ +E �t#�r„ shall root di�critninatebera,�te �fraae, color, religi=6 Sas, marital Scars. swnml cciefflaLatl, 9%deridAm13ty, '#TlSndor 4MXpression. gender, medical ownditiois, gmetk iafOrr i•+� OF military arsd ;-c&ran sG MS, ages aabooal Qrion. aOC&WY, qr digalaility, a;, Winod and "ibited by upplicabie laver, in fhe rocnuitwmi# selection, leadhn, tzatMkk9, utilizXjOn, prCrrroiiOFl, LIMI. irsffigri ora r empIcTment related w6viitics -Qr any Ste+ OW provided w derthis Agimerner,C AMumz vs affimm thW it is an nZLud oppMtmity IrmplgyU and shall comply with all applicable faieral. stm and local lags aad re&alalipn$_ 17. J_V_R This Agnmmiwt bas been o cidBd aid delivcrod in the Soon - of Cafifomia and tLe validity. inIffrpoWWon. per#`orrnce, a d eaforcemcnf of Envy ofthe clauses ofthis Agr& rO ent shall be1JdN= imed and governed by Ile 1aaVs _Qf the S Of CaJifaMi3L R+th pasties firtlier agree (hat Change mzty, Califonmia, sbWl be The veftue for any aciaou or proceecl that maybe brought or M isc Out of, hn cormectioa with or by rearm rnf INZ3 AgrOMWML I& MISCEL I-ANMA 1 EWh grad reprrrCnts arrd Warrants that its c+gl� h bow has Ift PYWU_ &Abx ity anal nighi to bind ncoir rmV=Vw pies to each of thc nftbis Agreernerft, and stall it &n-Laify City fully, T_Wk ding ressamble costs aud:+rrr,=y'k� Ups, for any injuries or lu ntv in tho event tha such sudKdty or ptywer iM ncr4 in fact, fold by the sivm4hazy gr 1;5 wld3&aWn, 19. Q�X1NTJ=R ARTS, S' GNAT i'k. -13 Agmemei t may be ems cui$d In Cplzntur� F,rcurt::d Via Facsimllc #F jiLgs� or otherwise, aizb of -which sh$]_I bu dmucd to be an Clt.`Igi iA_ PFK&DOWics of any executed rOu tegiaA Mall hwm the mrg fume and effect as an original_ City further acknow3e k rhat it ha$, nod anal r u d a copy the full test Seefic n .6148 of Elie C':allfarnia Rvzincss and P'rofessioas C-0d,e prior to signing thir, Agnwmm . ND City undws+ n& and admowrWges that &ere are oalairr risks and uacevtaintcFL m- the pursuit many miwf:r fqw which Attoraeys Lave bin retained, dw lav, is not an cxart sriwm;lp- t Attorneys have rrradc Tko ream-ewnta ions ar gummyLem i3fmccen mgan:iing the emcksion of any pmtacW2ir matter, and [bat all cxprc ions rei*adrre flkWaM arm rFLKzTs of AUbmeyrt' opuaim oRly- In -odmw words. Amorneys make no njmm--er cmFL oT guarantees of :::pDim regarding any taitur- FN trN)kSS WHEREOF, the }=uiim hercoo hmvc meted flsis A4m=nwnt thy: dad and year hmt above vnitten. ATTF-ST: CITY OF SANTA ANA W&Y 0*FneZ Ridge Clerk oftheCtxnal City M;'ngrr ,APPROVED AS TO FORM: C1 L7*ITFK XOTHA NS DUMO NT, LF.F SCNU R- CARVAT .ti- O City A _,:ram•.-M... . r . y• -••- A�r Rv- _ fix' hi, Schw — — Steer- J. Rothans Senior 14ssista.nt Ci[y AiturnL-v Pan er FIRST AMENDMENT TO LEGAL SERVICES AGREEMENT WITH GRAVES & KING LLP THIS FIRST AMENDMENT to the above -referenced agreement is entered into on this 2 1 " day of June, 2022 by and between Graves & King, LLP, a limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized under the constitution and law of the State of California. RECITALS A. On March 22, 2022, the City and Attorneys entered into Agreement No. N-2022-102 ("Agreement") for Attorneys to provide legal services related to civil litigation matters and other related matters for services provided by a firm with their specialized experience. The term of the agreement continues until June 30, 2024, with an option to extend the term of the Agreement up to one (1) year. The Agreement is current and in -effect. B. In accordance with the terms and conditions of the Agreement, the Parties desire to amend the Agreement and increase the amount of compensation. No other changes are contemplated to this First Amendment. The Parties therefore agree: 1. Section 2.b., COMPENSATION FOR SERVICES RENDERED, is amended as follows: The total sum to be expended under this Agreement shall not exceed $500,000, unless otherwise authorized by the City Council. 2. Except as modified by this First Amendment, all other 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 DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Aoe By:MSchwarz mnn Senior Assistant City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager GRAVES & KING LLP LEGAL SERVICES AGREEMENT WITH TALLEY & TALLEY LAW, APC This AGREEMENT, made and entered into this 1st day of July, 2022, by and between Talley & Talley Law, APC, a 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"). RECITALS A. City 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. B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge related to administrative and litigation matters concerning personnel, police matters, or general liability matters, 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 assist the City Attorney with litigation filed against the City, for general advice and legal review on a case -by -case basis when urgent matters arise in relation to personnel, police or general liability 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, for payment in full for all services at the rate of $305 an hour for partners, $210 an hour for associates, and $140 an hour for paralegals. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed $750,000. C. As specifically outlined below, the City agrees to reimburse or not reimburse the following charges or services as follows i. 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. ii. City agrees to reimburse in-house printing, copying, and reproduction charges at the rate of 20 cents per page. iii. City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, 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. iv. City will not reimburse Attorneys for ordinary document management systems used for discovery purposes or any other purpose unless such technology is deemed necessary by the City Attorney and pre -approved in writing by City Attorney. V. City agrees to reimburse Attorneys for their direct payments to vendors, consultants, or experts for work in connection with the performance of duties under this Agreement. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. vi. City will reimburse automobile travel 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 reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 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 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; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2025, 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 provide to the Executive Director of Human Resources proof of insurance 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: a. Commercial General Liabilitv (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 $2,000,000 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. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if consultant does not use an automobile to perform services) C. Workers' Compensation: Insurance 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. d. Professional Liability (Errors and Omissions Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If 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 Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. 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 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 Attorneys' 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 forms if later revisions used). ii. Primary Coverage- For any claims related to this contract, Attorneys' 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 Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. f. 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 agree 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. g. 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. h. 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 ANII, unless otherwise acceptable to the City. made basis: Claims Made Policies - If any of the required policies provide coverage on a claims- i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract 4 effective date, the Attorneys must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. j. 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 allpolicy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attomy's 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. k. Subcontractors - Attorneys shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Attorneys shall ensure that City is an additional insured on insurance required from subcontractors. 1. 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 ftom 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. 5 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: Clerk of the Council 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) =6:1. L• M Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Cristina Talley, Esq. Talley & Talley Law, APC 23461 South Pointe Drive, Suite 130 Laguna Hills, CA 92653 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 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. 6 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 7 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: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: / M VMV/ Tamara Bogosian Senior Assistant City Attorney CITY OF SANTA ANA Kristine Ridge City Manager TALLEY & TALLEY LAW, APC Cristina Talley, Esq. Partner