Item E-9 Agenda Report — Beverly Hills City Council, October 3, 2023

-1-

AGENDA REPORT
Meeting Date:

Item Number:

October 3, 2023
To: Honorable Mayor & City Council
From: Shelley Ovrom, Director of Human Resources
Marco Bernocchi, Senior Human Resources Analyst
Subject: AMENDED AND RESTATED AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND BURKE, WILLIAMS & SORENSEN, LLP

TO CONDUCT INDEPENDENT INVESTIGATIONS OF
CONFIDENTIAL PERSONNEL MATTERS; AND

APPROVAL OF A CHANGE PURCHASE ORDER IN THE AMOUNT
OF $48,518.50 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF
$128,518.50 FOR FISCAL YEAR 2022/2023; AND

APPROVAL OF A PURCHASE ORDER IN THE AMOUNT OF
$130,000 FOR FISCAL YEAR 2023/2024; AND

APPROVAL OF AN ONGOING APPROPRIATION FROM THE

POLICY, ADMINISTRATION, AND LEGAL FUND IN THE AMOUNT
OF $100,000 TO BEGIN IN FISCAL YEAR 2023/2024
Attachments: 1. Agreement

2. Draft Amended and Restated Agreement

RECOMMENDATION
Staff recommends City Council (1) approve an amended and restated agreement between the City of Beverly Hills and Burke, Williams & Sorensen, LLP., for independent investigations of confidential personnel matters which increases the not to exceed amount to $400,000, (2) approve a change order in the amount of $48,518.50 for a total not-to-exceed amount of $128,518.50 for Fiscal Year 2022/2023, (3) approve a purchase order in the amount of $130,000 for Fiscal Year 2023/2024, and (4) approve an ongoing appropriation from the Policy, Meeting Date: October 3, 2023
-2-
Administration, and Legal Fund in the amount of $100,000 to begin in Fiscal Year 2023/2024.

This agreement is exempt from the bidding requirements under Beverly Hills Municipal Code Section 3-3-112 (G) (Professional Services).

INTRODUCTION
The City utilizes the services of outside firms to conduct independent investigations of a wide variety of confidential personnel matters.

DISCUSSION
The City utilizes a combination of Human Resources staff and outside firms to conduct personnel investigations. Over the past few years, the number of personnel investigations has increased, resulting in an escalation in the utilization of outside firms. Historically, Human Resources carried approximately five to eight investigations at any point in time, which were managed internally by Human Resources staff, supplemented by the resources of outside firms. However, over the past year the average number of investigations carried at any point in time has increased to 20- 25 investigations and the complexity of the investigations has also increased, which has resulted in Human Resources’ need to further outsource this work. Based on this current experience, the number of cases is expected to continue at this level and Human Resources is requesting an ongoing appropriation from the Policy, Administration, and Legal Fund for $100,000 to cover these anticipated increases. By expanding the use of outside personnel investigation services, Human Resources will be able to ensure the continuity and timeliness of personnel investigations into the future.

Burke, Williams & Sorensen has over 19 investigators who conduct independent personnel investigations for various agencies. The City has utilized Burke, Williams & Sorensen for a variety of personnel investigations and have found their services to be impartial, fair, and timely. The City previously entered into a three-year agreement with Burke, Williams & Sorensen, LLP on July 1, 2022 in the not-to-exceed amount of $100,000. Staff recommends amending and restating the agreement with Burke, Williams & Sorensen, LLP to clarify certain provisions and increase the not-to-exceed amount to $400,000 through June 30, 2025, to allow for the continued and expanded use of their services for personnel investigations Beverly Hills Municipal Code 3-3-112 (G) allows an exception to the bidding requirement when the agreement is for professional services such as attorneys, physicians, architect, engineers, consultants, accountants, specialized printers or other individuals or organizations possessing a high degree of professional, unique, specialized or technical skill or expertise. In this case, Burke, Williams & Sorensen, LLP will provide consulting/personnel investigation services, which falls within an exception to the bidding requirement.

FISCAL IMPACT
Based on the increased number of personnel investigations, the Human Resources Department is recommending an amended and restated Agreement with Burke, Williams & Sorensen through June 30, 2025, which increases the consideration of the agreement to a not-to-exceed amount to $400,000. Additionally, staff is requesting a change purchase order for Fiscal Year 2022/23 of $48,518.50. Lastly, staff is requesting a Fiscal Year 2023/24 purchase order of $130,000 to pay Meeting Date: October 3, 2023
-3-
for continuing personnel investigations along with a request for an ongoing appropriation of $100,000 from the Policy, Administration, and Legal Fund to cover this increasing trend in investigations activity.

Jeff Muir Shelley Ovrom
Director of Finance Director of Human Resources
Approval By Approval By
Attachment 1
Prof. Consult. (1864059v8)

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BURKE, WILLIAMS & SORENSEN, LLP TO CONDUCT

INDEPENDENT INVESTIGATIONS OF CONFIDENTIAL

PERSONNEL MATTERS
NAME OF CONSULTANT: Burke Williams, & Sorensen, LLP
RESPONSIBLE PRINCIPAL OF CONSULTANT: John J. Welsh, Managing Partner CONSULTANT’S ADDRESS: Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
Los Angeles, CA 90071-2953
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Shelley Ovrom, Director of
Human Resources
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $100,000
DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 545-22
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BURKE, WILLIAMS & SORENSEN, LLP TO CONDUCT

INDEPENDENT INVESTIGATIONS OF CONFIDENTIAL

PERSONNEL MATTERS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Burke, Williams & Sorensen, LLP, (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Works.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.
(a) CONSULTANT’s Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No representation outside of the matters set forth in Exhibit A shall be provided by CONSULTANT to CITY. No representation of any directors, officers, employees, shareholders, or any other persons or entities affiliated with CITY shall be provided unless such representation is expressly included in Exhibit A. CONSULTANT will provide those legal services reasonably required to provide attorney investigation services to CITY.

CONSULTANT will take reasonable steps to keep CITY informed of progress and to respond to CITY’s inquiries. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date on the cover page or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth on the cover page.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation. CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 3 particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B.
(b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY. (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth on the cover page shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT. Before agreeing to provide attorney investigation services to CITY, CONSULTANT has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity that would bar CONSULTANT from performing the work contemplated in Exhibit A. CONSULTANT has reviewed this issue in DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 4 accordance with the Rules of Professional Conduct adopted in California. CONSULTANT believes that those rules, rather than the rules of any other jurisdiction, are applicable to CITY’s representation. CITY’s execution and return of the enclosed copy of this letter represents an express agreement to the applicability of the Rules of Professional Conduct adopted in California to any and all representation arising under this Agreement.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 5 (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation. (c) CONSULTANT may withdraw with CITY’s consent or for good cause.

Good cause includes CITY’s breach of this Agreement, refusal to cooperate or to follow CONSULTANT’s advice on a material matter or any fact or circumstance that would render CONSULTANT’s continuing representation unlawful or unethical. When CONSULTANT’s services conclude, all unpaid charges will immediately become due and payable. After services conclude, CONSULTANT will, upon CITY’s request, deliver CITY’s file, and property in CONSULTANT’s possession, whether or not CITY has paid for all services.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 6 Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work. CITY agrees to be truthful with CONSULTANT, to cooperate, to keep CONSULTANT informed of any information or developments which may come to CITY’s attention, to abide by this Agreement, pay CONSULTANT’s bills on time, and to keep CONSULTANT advised of CITY’s address, telephone number, and whereabouts. CITY will assist CONSULTANT in providing necessary information and documents.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 7 prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney-Client Privilege.
(a) This Agreement creates an attorney-client relationship between CONSULTANT and CITY. It is understood that the investigation(s) contemplated in the Scope of Work described in Exhibit A will be subject to the attorney-client privilege until and unless CITY waives that privilege and/or a court determines that some or all of the investigation(s) are not subject to the privilege. CONSULTANT will take all reasonably necessary steps to preserve the attorney-client privilege and the confidentiality of the investigation report(s). The investigation report(s) will be provided in confidence only to CITY. All communications between CONSULTANT and CITY will be maintained in confidence and not disclosed to anyone outside the attorney-client relationship. It is further understood and agreed that CONSULTANT will not disclose to anyone any facts relating to the investigation(s) except to CITY as agreed to herein; to others involved in the investigation(s), but only to the extent necessary to conduct the investigation(s); and to any others as required by law, legal process, or court order. (b) CITY’s separate legal counsel will advise City with respect to issues of attorney-client privilege, scope of privilege, waiver, and work product in connection with services provided under this Agreement. CITY and CONSULTANT intend that CONSULTANT’s investigation(s) will be covered by the attorney-client privilege and attorney work-product privilege to the extent legally permitted, although CONSULTANT understands that CITY may choose to waive the privilege in the future. CITY specifically gives its informed consent to a limited scope engagement and understands that it may seek independent legal advice concerning the proposed limited scope engagement if it wishes. Upon conclusion of the investigation(s) and termination of legal services set forth in this Agreement, the attorney-client privilege with respect to the investigation(s) will survive.

Section 20. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code Sections 6200-6206, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 8 Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

Section 26. Mediation/Arbitration; Waiver of Jury Trial. If a dispute arises out of or relating to any aspect of this Agreement between CITY and CONSULTANT, or the breach thereof, and if the dispute cannot be settled through negotiation, CONSULTANT and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. Nothing herein shall limit or otherwise affect CITY’s right under Sections 6200-6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and clients. However, should discussions, mediation or the non-binding arbitration provided through a local bar association program not resolve the dispute, the dispute shall be determined by binding arbitration before the American Arbitration Association under its then prevailing commercial arbitration rules, except that discovery may be taken in that arbitration pursuant to the California Code of Civil Procedure.

The claims or controversies subject to this provision shall include, without limitation, any claim of professional negligence or malpractice. The arbitration shall be held in Los Angeles, California, unless we mutually select another venue, and judgment may be entered upon the arbitrator’s award by any court having jurisdiction. Should CITY refuse or neglect to appear or participate in the arbitration proceedings, the arbitrator is empowered to decide the claim or controversy in accordance with the evidence presented. CITY should realize that by accepting the arbitration provision, CITY WILL WAIVE ITS RIGHT TO A JURY TRIAL AND THE RIGHT, EXCEPT UNDER LIMITED CIRCUMSTANCES, TO APPEAL THE ARBITRATOR’S DECISION. ________(CITY Initial Here) _____(CONSULTANT Initial Here) Section 27. Disclaimer of Guarantee and Estimates. Nothing in this Agreement and nothing in CONSULTANT’s statements to CITY will be construed as a promise or guarantee about the outcome of the matter(s). CONSULTANT makes no such promises or guarantees. Any estimate of fees given by CONSULTANT shall not be a guarantee. Actual fees may vary from estimates given.

Section 28. Modification by Subsequent Agreement. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them, or an oral agreement only to the extent that the parties carry it out.

Section 29. Effective Date. This Agreement will govern all legal services performed by CONSULTANT on behalf of CITY commencing with the date CONSULTANT first performed services. The date at the beginning of this Agreement is for reference only. Even if this Agreement does not take effect, CITY will be obligated to pay CONSULTANT the reasonable value of any services CONSULTANT may have performed for CITY.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 9 EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation

GEORGE CHAVEZ
City Manager
CONSULTANT:

JOHN J. WELSH
Managing Partner
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

SHELLEY OVROM
Director of Human Resources
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 18th August 22
10 EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following services:

CONSULTANT will provide attorney investigation services to CITY. Although CONSULTANT is a law firm, CITY will obtain separate legal counsel regarding any legal issues arising out of the investigation(s). Accordingly, CONSULTANT’s services will be limited to investigating the facts surrounding the complaint(s) that form the basis of the investigation(s).

CONSULTANT will render legal services to CITY in the form of conducting neutral factfinding workplace investigation(s) in anticipation of potential litigation. CONSULTANT will notify CITY of any additional factual allegations that arise during the course of the investigation(s). The decision whether to include additional allegations within the scope of the investigation(s) rests solely with CITY.

CONSULTANT has been selected and specifically retained in their capacity as attorneys at law to bring their skill, training, legal expertise, and professional judgment to bear in conducting investigations. CONSULTANT will use their legal expertise to identify pertinent facts, interview witnesses, collect and review pertinent evidence, synthesize the evidence, make factual findings about what actually occurred, and prepare a written report. CONSULTANT will personally perform the investigation(s) and all related professional services. CONSULTANT will make factual findings, utilizing their legal skills, knowledge and experience in so doing.

The scope of this engagement is limited. CONSULTANT will not render a legal determination whether there was any violation of law or statute. It is understood that in this engagement, in order to protect the neutrality of the investigation(s), CONSULTANT has not been retained to represent CITY in litigation related to the investigation(s), to advocate on behalf of CITY related to the investigation(s), or to render legal advice as to what action to take as a result of the findings of the investigation(s). Rather, CITY or legal counsel other than CONSULTANT will be responsible for those legal services, as well as advice with respect to issues which may arise relating to the investigation(s), privacy and privilege, the consequences of any decision to reveal all or part of the results of the investigation(s) to third parties, the need for any interim measures, such as the propriety of placing employees on administrative leave during the pendency of the investigation(s), the consequences of any employee’s failure to cooperate in the investigation(s), any steps CITY should take to preserve and retain evidence, the propriety and scope of any confidentiality admonitions, the propriety of any electronic searches, any obligations under state or federal fair credit reporting laws or investigative consumer reporting requirements, and other matters other than the investigation(s) themselves.

CITY agrees to make available the witnesses and documents requested by CONSULTANT to permit them to perform independent investigation(s). This will include arranging access to witnesses and documents and arranging a location for interviews. CONSULTANT is authorized to DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 11 discuss all aspects of the investigation(s) with CITY or such other employee or counsel as CITY may choose. It is understood that there is no guarantee or assurance that any particular result will be reached by the impartial investigation(s).

II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 12 D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285- 1073.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 13 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates for Attorneys and other timekeepers through June 30, 2025. $335 Partners
$300 Associates
$195 Law Clerks and Paralegals
(b) CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.
(c) The time charged will include the time CONSULTANT spends on telephone calls relating to CITY’s investigation(s), including calls with CITY, witnesses, or third parties.

The legal personnel assigned to CITY’s matter may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. Likewise, if more than one of the legal personnel attends a meeting, interview, or other proceeding, each will charge for the time spent. CONSULTANT will charge for waiting time in interviews and elsewhere and for travel time, both local and out-of-town.
(d) CONSULTANT will incur various costs and expenses in performing legal services under this Agreement. CITY agrees to pay for all costs, disbursements and expenses in addition to the hourly fees. The costs and expenses commonly include: long distance telephone charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, unavoidable administrative staff and secretarial overtime, and other similar items. Except for the items listed below, all costs and expenses will be charged at CONSULTANT’s cost.

In-office photocopying/page: $ .20
In-office color photocopying/page $ 1.00
Facsimile charges/page: $ 1.00
Mileage/mile: $ .58 (per IRS notices)
(e) Out-of-town travel. CITY agrees to pay transportation, meals, lodging and all other costs of any necessary out-of-town travel by CONSULTANT’s personnel. CITY will also be charged the hourly rates for the time legal personnel spend traveling. (f) Interest Charges. If a billing statement is not paid by its due date, interest will be charged on the principal balance (fees, costs, and disbursements) shown on the DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 14 statement. Interest will be calculated by multiplying the unpaid balance by the periodic rate of .833% per month (TEN PERCENT [10%] ANNUAL PERCENTAGE RATE).

The unpaid balance will bear interest from the date of the invoice until paid. (g) If CONSULTANT is asked or required to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other proceeding, because of services rendered under this Agreement, if CONSULTANT must respond to subpoenas or discovery or otherwise respond or perform services with respect to any matter relating to or arising out of the services performed for CITY, CITY agrees to pay CONSULTANT for all time expended (including preparation time) at CONSULTANT’s then current regular hourly rate and to reimburse CONSULTANT for reasonable costs and expenses incurred in connection therewith. Payment is due upon presentation of a bill for services, costs and expenses. If testimony is required, CONSULTANT retains the right to hire legal counsel with respect to any services relating to such testimony.

CITY will be responsible for payment of such legal counsel at that counsel’s usual and customary rate but in no event greater than 90% of the rate the CITY is paying for the seniormost counsel involved in representing the CITY in the matter in which the testimony of CONSULTANT is required.
(h) CONSULTANT must be able to seek out and support their conclusions without concern about being possible defendants in a lawsuit. Accordingly, if as a result of services performed or findings made by CONSULTANT relating to the investigation(s), CONSULTANT is named as a defendant (or respondent, charged party, or party of any sort) in any legal action, CITY will provide a defense at its expense through its legal counsel or, at CONSULTANT’s discretion, will be responsible for payment of legal fees of legal counsel chosen by CONSULTANT. CITY will be responsible for payment of such legal counsel at that counsel’s usual and customary rate but in no event greater than 90% of the rate CITY is paying for the seniormost counsel involved in representing the CITY in the matter in which CONSULTANT has been named as a party. CITY also will indemnify and hold CONSULTANT harmless with respect to any judgment entered against them or any settlement Agreement (approved in advance by CITY) that is entered into. This paragraph does not apply to any allegations brought by CITY against CONSULTANT.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 EXHIBIT C 15

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS C.

COMP
ANY
(A. B.

C.)

COVERAGE POLICY
NUMBER
EXPIRA
TION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE

LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLET
ED

OPERATIONS
BLANKET

CONTRACTUAL
CONSULTANT'S

PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS'

COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 16 Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance 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.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 5C83A0E9-33AD-42B7-9FBA-C3A9E1955649 Certificate Of Completion
Envelope Id: 5C83A0E933AD42B79FBAC3A9E1955649 Status: Completed Subject: Please DocuSign: Burke Williams Sorensen 2022 - FINAL.DOCX Source Envelope:

Document Pages: 16 Signatures: 5 Envelope Originator:

Certificate Pages: 2 Initials: 3 Kirsten Rowe
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
8/12/2022 10:09:52 AM
Holder: Kirsten Rowe
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 8/12/2022 10:14:13 AM
Viewed: 8/12/2022 2:54:36 PM
Signed: 8/12/2022 2:54:53 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John J. Welsh
[email protected]
Managing Partner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 76.95.197.239
Signed using mobile
Sent: 8/12/2022 2:54:54 PM
Viewed: 8/12/2022 2:58:07 PM
Signed: 8/12/2022 2:58:28 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 8/17/2022 8:17:39 AM
Viewed: 8/17/2022 10:18:29 AM
Signed: 8/17/2022 10:19:38 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shelley Ovrom
[email protected]
Director of Human Resources
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 8/17/2022 10:19:39 AM
Viewed: 8/17/2022 1:41:17 PM
Signed: 8/17/2022 1:42:11 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.168.110.145
Sent: 8/12/2022 2:58:29 PM
Resent: 8/17/2022 8:01:13 AM
Resent: 8/17/2022 1:42:13 PM
Viewed: 8/17/2022 1:47:34 PM
Signed: 8/17/2022 1:47:45 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt Coffey for
[email protected]
Assistant City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 8/17/2022 1:47:46 PM
Viewed: 8/17/2022 4:07:32 PM
Signed: 8/17/2022 4:08:12 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/12/2022 10:14:13 AM
Certified Delivered Security Checked 8/17/2022 4:07:32 PM Signing Complete Security Checked 8/17/2022 4:08:12 PM
Completed Security Checked 8/17/2022 4:08:12 PM
Payment Events Status Timestamps
Attachment 2
B0785-0001\2805797v4.doc

AMENDED AND RESTATED AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND BURKE, WILLIAMS &

SORENSEN, LLP TO CONDUCT INDEPENDENT

INVESTIGATIONS OF CONFIDENTIAL PERSONNEL MATTERS
NAME OF CONSULTANT: Burke Williams, & Sorensen, LLP
RESPONSIBLE PRINCIPAL OF CONSULTANT: John J. Welsh, Managing Partner CONSULTANT’S ADDRESS: Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
Los Angeles, CA 90071-2953
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Shelley Ovrom, Director of
Human Resources
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $400,000 for the term of the Agreement at the rates set forth in Exhibit B
DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -2-
B0785-0001\2805797v4.doc

AMENDED AND RESTATED AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND BURKE, WILLIAMS &

SORENSEN, LLP TO CONDUCT INDEPENDENT

INVESTIGATIONS OF CONFIDENTIAL PERSONNEL MATTERS
This Amended and Restated Agreement for Independent Investigations of Confidential Personnel Matters (“Agreement”) is dated _____________________202_, and between the City of Beverly Hills, a California municipal corporation (“CITY”), and Burke, Williams & Sorenson, LLP (“CONSULTANT”), and fully amends, restates and replaces in its entirety that Agreement for Independent Investigations of Confidential Personnel Matters, dated August 18, 2022 and identified as Agreement Number 545-22.

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work.

Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -3-
B0785-0001\2805797v4.doc
(b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY. (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT. Before agreeing to provide attorney investigation services to CITY, CONSULTANT has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity that would bar CONSULTANT from performing the work contemplated in Exhibit A. CONSULTANT has reviewed this issue in accordance with the Rules of Professional Conduct adopted in California. CONSULTANT believes that those rules, rather than the rules of any other jurisdiction, are applicable to CITY’s DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -4-
B0785-0001\2805797v4.doc
representation. CITY agrees to the applicability of the Rules of Professional Conduct adopted in California to any and all representation arising under this Agreement.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -5-
B0785-0001\2805797v4.doc
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

After services conclude, CONSULTANT will, upon CITY’s request, deliver CITY’s file, and property in CONSULTANT’s possession, whether or not CITY has paid for all services.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work. CITY agrees to be truthful with CONSULTANT, to cooperate, to keep CONSULTANT informed of any information or developments which may come to CITY’s attention, to abide by this Agreement, pay CONSULTANT’s bills on time, and to keep CONSULTANT advised of CITY’s address, telephone number, and whereabouts. CITY will assist CONSULTANT in providing necessary information and documents.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -6-
B0785-0001\2805797v4.doc
Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney-Client Privilege.
(a) This Agreement creates an attorney-client relationship between CONSULTANT and CITY. It is understood that the investigation(s) contemplated in the Scope of Work described in Exhibit A will be subject to the attorney-client privilege until and unless CITY waives that privilege and/or a court determines that some or all of the investigation(s) are not DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -7-
B0785-0001\2805797v4.doc
subject to the privilege. CONSULTANT will take all reasonably necessary steps to preserve the attorney-client privilege and the confidentiality of the investigation report(s). The investigation report(s) will be provided in confidence only to CITY. All communications between CONSULTANT and CITY will be maintained in confidence and not disclosed to anyone outside the attorney-client relationship. It is further understood and agreed that CONSULTANT will not disclose to anyone any facts relating to the investigation(s) except to CITY as agreed to herein; to others involved in the investigation(s), but only to the extent necessary to conduct the investigation(s); and to any others as required by law, legal process, or court order. (b) CITY’s separate legal counsel will advise CITY with respect to issues of attorney-client privilege, scope of privilege, waiver, and work product in connection with services provided under this Agreement. CITY and CONSULTANT intend that CONSULTANT’s investigation(s) will be covered by the attorney-client privilege and attorney work-product privilege to the extent legally permitted, although CONSULTANT understands that CITY may choose to waive the privilege in the future. CITY specifically gives its informed consent to a limited scope engagement and understands that it may seek independent legal advice concerning the proposed limited scope engagement if it wishes. Upon conclusion of the investigation(s) and termination of legal services set forth in this Agreement, the attorney-client privilege with respect to the investigation(s) will survive.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

Section 26. Mediation. If a dispute arises out of or relating to anyaspect of this Agreement between CITY and CONSULTANT, or the breach thereof, and if the dispute cannot be settled through negotiation, CONSULTANT and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -8-
B0785-0001\2805797v4.doc
Nothing herein shall limit or otherwise affect CITY’s right under Sections 6200-6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and clients.

Section 27. Disclaimer of Guarantee and Estimates. Nothing in this Agreement and nothing in CONSULTANT’s statements to CITY will be construed as a promise or guarantee about the outcome of the matter(s). CONSULTANT makes no such promises or guarantees.

Any estimate of fees given by CONSULTANT shall not be a guarantee. Actual fees may vary from estimates given.

Section 28. Effective Date. This Agreement will govern all legal services performed by CONSULTANT on behalf of CITY commencing with the date CONSULTANT first performed services. The date below is for reference only.

EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
JULIAN A. GOLD, M.D.

Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: Burke, Williams &
Sorensen, LLP
JOHN J. WELSH
Managing Parnter
[Signatures continue]
DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -9-
B0785-0001\2805797v4.doc
APPROVED AS TO FORM:
_________________________
LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager

SHELLEY OVROM
Director of Human Resources
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -10-
B0785-0001\2805797v4.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following services:

The scope of this engagement is limited. Pursuant to this engagement, CONSULTANT will not render a legal determination whether there was any violation of law or statute. It is understood that in this engagement, in order to protect the neutrality of the investigation(s), CONSULTANT has not been retained to represent CITY in litigation related to the investigation(s), to advocate on behalf of CITY related to the investigation(s), or to render legal advice as to what action to take as a result of the findings of the investigation(s). Rather, CITY or legal counsel other than CONSULTANT will be responsible for those legal services, as well as advice with respect to issues which may arise relating to the investigation(s), privacy and privilege, the consequences of any decision to reveal all or part of the results of the investigation(s) to third parties, the need for any interim measures, such as the propriety of placing employees on administrative leave during the pendency of the investigation(s), the consequences of any employee’s failure to cooperate in the investigation(s), any steps CITY should take to preserve and retain evidence, the propriety and scope of any confidentiality admonitions, the propriety of any electronic searches, any obligations under state or federal fair credit reporting laws or investigative consumer reporting requirements, and other matters other than the investigation(s) themselves.

CITY agrees to make available the witnesses and documents requested by CONSULTANT to permit them to perform independent investigation(s). This will include arranging access to witnesses and documents and arranging a location for interviews. CONSULTANT is authorized to DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -11-
B0785-0001\2805797v4.doc
discuss all aspects of the investigation(s) with CITY or such other employee or counsel as CITY may choose. It is understood that there is no guarantee or assurance that any particular result will be reached by the impartial investigation(s).

II. INFECTIOUS DISEASE
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285- 1073.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -12-
B0785-0001\2805797v4.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT in an amount not to exceed Four Hundred Thousand Dollars ($400,000) at the rates set forth in this Exhibit. In no event shall the total compenation for the three year term of the Agreement exceed Four Hundred Thousand Dollars ($400,000).
(a) Rates for Attorneys and other timekeepers through at least June 30, 2025:
$365 Partners
$300 Associates
$195 Law Clerks and Paralegals
CONSULTANT shall notify the City Manager and City Attorney in writing no less than sixty (60) days prior to the modification of these rates. (b) CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.
(c) The time charged will include the time CONSULTANT spends on telephone calls relating to CITY’s investigation(s), including calls with CITY, witnesses, or third parties.

The legal personnel assigned to CITY’s matter may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If CONSULTANT woulld like more than one of the legal personnel to attend a meeting, interview, or other proceeding, CONSULTANT shall obtain the prior written permission of the City Attorney. CONSULTANT will charge for waiting time in interviews, meetings and other proceedings and for travel time within the Los Angeles metro area. CONSULTANT shall charge one half of its standard rates for such travel tijme..
(d) CONSULTANT will incur various costs and expenses in performing legal services under this Agreement. CITY agrees to pay for all costs, disbursements and expenses reasonably incurred in the performance of the Agreement in addition to the hourly fees.

The costs and expenses commonly include: long distance telephone charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, unavoidable administrative staff and secretarial overtime, and other similar items. Except for the items listed below, all costs and expenses will be charged at CONSULTANT’s cost.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 -13-
B0785-0001\2805797v4.doc
In-office photocopying/page: $ 5 cents
In-office color photocopying/page $ 10 cents
Facsimile charges/page: $ 50 cents up to a maximum of $45 Mileage/mile: $ 655 cents (per IRS notices)
Out of Town Travel: There should be no out of town travel required (outside of the Los Angeles metro area). In the unlikely event out of town travel is required,

CONSULTANT
shall obtain the prior written permission of the City Attorney to charge for out of town travel. Travel time shall be charged at half the standard CONSULTANT rates. (e) If CONSULTANT is asked or required to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other proceeding, because of services rendered under this Agreement, if CONSULTANT must respond to subpoenas or discovery or otherwise respond or perform services with respect to any matter relating to or arising out of the services performed for CITY, CITY agrees to pay CONSULTANT for all time expended (including preparation time) at CONSULTANT’s regular hourly rate and to reimburse CONSULTANT for reasonable costs and expenses incurred in connection therewith. Payment is due upon presentation of a bill for services, costs and expenses.CONSULTANT must be able to seek out and support their conclusions without concern about being possible defendants in a lawsuit. Accordingly, if as a result of services performed or findings made by CONSULTANT relating to the investigation(s), CONSULTANT is named as a defendant (or respondent, charged party, or party of any sort) in any legal action, CITY will provide a defense at its expense through its legal counsel This paragraph does not apply to any allegations brought by CITY against CONSULTANT.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6

EXHIBIT C
B0785-0001\2805797v4.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance 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.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 2C09C6BB-17AB-42AF-B537-9EFC9FA1F9B6 Certificate Of Completion
Envelope Id: 2C09C6BB17AB42AFB5379EFC9FA1F9B6 Status: Sent Subject: Complete with DocuSign: CLEAN - Amended and Restated Burke Williams HR Agreement 2023.pdf Source Envelope:

Document Pages: 14 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Marco Bernocchi
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
9/26/2023 9:53:09 AM
Holder: Marco Bernocchi
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
John Welsh
[email protected]
Managing Partner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.24.204.51
Sent: 9/26/2023 10:18:37 AM
Resent: 9/27/2023 10:23:10 AM
Viewed: 9/27/2023 10:23:55 AM
Signed: 9/27/2023 10:24:02 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 166.199.97.10
Signed using mobile
Sent: 9/27/2023 10:24:03 AM
Viewed: 9/27/2023 12:05:14 PM
Signed: 9/27/2023 12:10:19 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shelley Ovrom
[email protected]
Director of Human Resources
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 9/27/2023 12:10:21 PM
Viewed: 9/27/2023 12:12:44 PM
Signed: 9/27/2023 12:12:50 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 9/27/2023 12:12:51 PM
Viewed: 9/27/2023 12:57:16 PM
Signed: 9/27/2023 12:57:23 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 9/27/2023 12:57:25 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian Gold
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/26/2023 10:18:37 AM
Payment Events Status Timestamps

Beverly Hills City CouncilOctober 3, 2023

Beverly Hills City Council
October 3, 2023