Loading...
HomeMy WebLinkAboutGOLDFARB & LIPMAN LLP. Ii15lJFUa1LE U;%r ri�E DEC 15 2025 Dow%AQvlAOVIC4 {�7.) 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 Cc i ty"). 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-inail 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 S370.00 - $385.00 for Partner; $265.00 - $365.00 for Associates; $250.00 for Senior Law Clerk, $220.00 for Law Clerk, 1220.00 for Project Coordinator. Time will be billed in 1i10th 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 four hundred thousand dollars ($400,000). Parties agree that any remaining budget available fi•om the initial term shalt 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. 1 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. In-house printing, copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment, if pre-approved in writing by the City Attorney, The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of$5,000 require City Attorney approval prior to incurring;the expense. All expenses must have supporting;documentation submitted with the invoice. 3. METHOD OP PAYMENT" Attorneys shall submit a monthly statement specifying the services performed,dates and number ofhours,and an itemization of expenses related thereto with supporting documentation (i.e. receipts,invoices,copy of check,etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing,within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment, Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. 4. CONTROL OF LEGAL_MATTERS Attorneys agree that each and every matter or proceeding; in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS a. Attorneys agree to keep the City Attorney, and any other person($)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 inatters,Attorneys also agree to provide the following reports; 2 1) 45 day initial evaluation of case and budget; 2) Periodic status updates re important depositions, expert witness designation, expert witness depositions,pertinent discovery issues;and 3) Pre-trial report 90 days before trial. c. For advisory matters, Attorneys shall provide periodic status updates not less than every 30 days and more often if, in the Attorney's professional experience it is necessary, 6. TERM The terra 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 perfbrrnance 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 property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Attorneys, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Professional Liability applicable to the work being performed,with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If the Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Arlrlitiona/Insured Status The City, its officers,officials,employees, and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on behalf of the Attorneys including materials,parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the farm of an endorsement to the Attorneys' insurance(at least as broad as ISO Form CO 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26,CG 20 33, or CG 20 38; and CG 2037 if a later edition is used), 3 PriMarrry Coverage For any claims related to this contract, the Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CCU 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Attorneys' insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver o f Subrogation Attorneys hereby grant to City a waiver of any right to subrogation which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation,but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations,claim administration, and defense expenses within the retention.The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Marie Policies If any of the required policies provide coverage on a claims-made basis: 1.The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided,for at least five (S) years after completion of the contract of work. 3.If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with ra Retroactive Date prior to the contract effective date,the Attorneys must purchase"extended reporting"coverage for a rninimurn offive (5) years after completion of contract work. Verification of Coverage Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy Iisting all policy endorsement,; 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. 4 The City reserves the right to require complete,certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special.Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior-experience, insurer, coverage,or other special circumstances. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, it's 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, Soria 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 "PR.IVILF..GED AND CONFIDENTIAL / ATTORNEY-WORD 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 foregovzg obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 5 Facsimile(71.4) 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(7l4) 647-6515 To Attorneys: Goldfarb &Lipman LLP Attn: Karen M. Tiedemann,Partner 1300 Clay Street,Eleventh Floor City Center Plaza Oakland, CA 94612 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other comtununication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal,state,County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys,and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any teens 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 Agreernont acknowledges that no representations,inducements,promises or agreements,orally or otherwise,have been trade 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 abil ity 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 6 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 inforination, 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, SIGNATUIES 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. [signralure page to fbllow] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF S TA ANA ennifer CH4 Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: GOLDFARB & LIPMAN, LLP SONIA R. CARVALHO City Attorney By: Andrea Garcia-Miller By: Karen M Tiedernann Senior Assistant City Attorney Title:Partner S A►C a® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDfYYYYI ill 04/18/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Larissa Soul NAME: The Liberty Company Insurance Brokers PAHo No Exr: (415)892-1080 TX No): Lic#OD79653 E-MA ADDRESS: larissa.sourlis@libertycompany.com 5955 De Soto Ave,Ste 250 INSURER(SI AFFORDING COVERAGE NAIC# Woodland Hills CA 91367 INSURERA: Aspen American Insurance Company 43460 INSURED INSURER B Goldfarb&Lipman LLP INSURERC: 1300 Clay Street INSURER D 11 th Floor INSURER E Oakland CA 94612 INSURER F COVERAGES CERTIFICATE NUMBER: CL2541866488 REVISION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADUL SUBM POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ii WVD POLICY NUMBER MM10DfYYYY MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 AMA E T RE 0 CLAIMS-MADE OCCUR PREMISES Ea occurrence)$ ME EXP(Anyone person) $ PERSONAL&ACV INJURY $ RLOLICY AGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $JECT LOC PRODUCTS-COMPIOPAGG THER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accidem ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY Per accident $ AUTOS ONLY AUTOS i ) HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED I I RETEN71ON$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I I ER ANY PROPRIETORIPARTNERIEXECUTIVE ❑ N f A E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In I E.L.DISEA5$-EAEMPLOYEE S If yes,describe under DESCRIPTION OFOPERATIONS below E.L.DISEASE-POLICY LIMIT S Professional Liability Aggregate Li $5.000,000 A LPP002314-11 04/11/2025 04111/2026 Per Claim $5,000,000 Deductible $50.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {ACORO 101,Additional Remarks Schedule,maybe attached If more space is required) TU ran Digitally signed by Tu Tran Nguyen Proof of Professional Liability Coverage. oaze:2:zdzs.os.Is Nguyen p7:27:z,-070o APPROVED By Tu Fran Nguyen at 7.26 am,May 15,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana Attn:Risk Manager ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza P.O.Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) TheACORD name and logo are registered marks of ACORD This endorsement, effective 12:01 A.M.,05/09/2025 forms a part of Policy No. LPP002314-11 Issued to: Goldfarb&Lipman LLP By:Aspen American Insurance Company WAIVER OF SUBROGATION ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium paid,the policy is modified as follows: Company agrees to a waiver of its subrogation rights under policy Section V. CONDITIONS, paragraph G. Subrogation with respect to any Claims based upon, arising out of, or in connection with Professional services provided by the Insured to City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers. All other provisions of this policy remain unchanged. ASP LPP 162(03 20) Page 1 of 1