insurance policies covering Employee, Employee’s spouse and Employee’s eligible dependents. The medical, dental and vision insurance policies and options available to Employee shall be commensurate with the policies available to other full-time City employees.
C. Life Insurance. Employer agrees to make all required premium payments on a 20- year Term Life insurance policy in the face amount of Five Hundred Thousand Dollars ($500,000.00) during the term of her employment, with the beneficiary to be named by the Employee. Such insurance will be procured through the City’s usual insurance broker.
D. Standard Employee Insurance. Employee shall also receive any other insurance benefits not set forth herein that regular full-time employees receive. Any changes in insurance benefits that are made available to the other regular full-time employees during a fiscal year shall also be made available to Employee.
E. Health Reimbursement Account. Employer agrees to establish a Health Reimbursement Account for the Employee and on January 1 annually, contribute up to One Thousand Five Hundred Dollars ($1,500.00) to reimburse employee for health related expenses. The account balance shall not exceed $1,500 in any given year. Any remaining balance will be forfeited at the termination of this Agreement.
SECTION 12. Retirement System.
A. PERS 2% at 60. The Employee shall be enrolled in the California Public Employees' Retirement System (CalPERS) at the two percent (2%) @ age 60 formula. The Employee shall pay the seven percent (7%) employee contribution.
B. 457 Plan. Employer shall annually contribute the maximum amount allowable to the City-sponsored 457 Plan on Employee's behalf. This subsection shall be governed by the terms and conditions of such plan as they now exist, or as they may be changed in the future.
C. Compliance with Mission Square. Employer and Employee shall both abide by the rules of Mission Square (formerly ICMA/RC) relating to the deferred compensation programs (IRC 457), as such rules now exist or may hereafter be modified.
D. 401(a) Plan. Employee shall be able to participate in City's 401(a) retirement plan by contributing up to five percent (5%) of her salary, which contribution shall be matched by the Employer. Such contributions shall be consistent with the rules and regulations of the Plan as set forth by the United States Internal Revenue Service.
E. Standard Employee Retirement Benefits. Employee shall also receive any other retirement benefits not set forth herein that regular full-time employees receive. Any changes in retirement benefits that are made available to the other regular full-time employees during a fiscal year shall also be made available to Employee.
F. Excess 401(a) Contributions. If the Employee meets the Public Employees' Pension Reform Act (PEPRA) annual compensation limit, any excess funds shall be paid to the Employee’s 401(a) retirement plan.
City Manager Contract
SECTION 13. Dues and Subscriptions.
Employer agrees to budget for and to pay the professional dues and subscriptions of Employee necessary for her continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for her continued professional development, growth and advancement, and for the good of the Employer.
SECTION 14. Professional Development.
A. Standard Travel Expenses. Employer agrees to budget for and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings, and conferences adequate to continue the professional development of Employee and adequately pursue necessary official and other functions for Employer.
B. Education Seminars. Employer agrees to budget for and to pay the travel and subsistence expenses of Employee for continuing education, short courses, institutes and seminars necessary for her professional development and for the good of the Employer.
SECTION 15. General Expenses.
Employer recognizes that Employee will incur certain expenses of a nonpersonal and job- affiliated nature. Employer agrees to reimburse Employee for or to pay such expenses.
Accordingly, Employer will authorize the Finance Director to disburse funds for such expenses upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits.
SECTION 16. Election Protection.
Employer agrees not to terminate Employee during any one hundred eighty (180) calendar day period after a City Council election without the payment of an additional severance allowance.
This additional severance allowance will offer new City Council members an opportunity to work with and observe the Employee prior to taking any action against Employee. If the City Council does terminate the Employee within one hundred eighty (180) days after a City Council election, the Employee shall be entitled to a severance payment in the sum of an amount equivalent to one hundred eighty (180) calendar days of Employee’s Base Salary at that time, in addition to the severance pay provided under Section 4 of this Agreement, subject to the limitations of Section 53260 of the Government Code.
SECTION 17. Indemnification.
A. City Indemnifies. Employer shall defend, hold harmless and indemnify Employee against any tort, liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in or arising out of the performance of Employee's duties as City Manager. Employer will compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon with the exception of punitive damages, which shall be paid only upon a specific agreement to do so by a majority of the whole City Council and solely in its discretion.
City Manager Contract
B. Exception to Indemnity. Notwithstanding the foregoing indemnification and defense language in Section 17, Paragraph A, if any such funds are paid by Employer for the legal criminal defense of Employee and Employee is subsequently convicted of (or pleads guilty or enters into a plea of "no-contest") any illegal act or other act involving moral turpitude, abuse of office or position or personal gain to her, any funds paid by Employer for such defense shall be immediately reimbursed to Employer.
SECTION 18. Bonding.
Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance.
SECTION 19. Other Terms and Conditions of Employment.
A. Termination at City’s Option. Employee has indicated that she, as a long-term resident of the community, prefers to continue to live in the community. If Employer terminates this Agreement under any Section herein, Employer retains the right to offer Employee a position within the City, commensurate with Employee’s then-existing pay range and experience, in lieu of the Employee’s right to payment of any and all severance set forth in Section 4 of this Agreement. If Employee accepts Employer’s offer to continue in such position, and Employee serves in that position for a period of no less than twelve (12) consecutive calendar months, Employee waives the right to severance as discussed in Section 4. During the course of the twelve (12) months of Employee’s service in said position, the City Council retains sole authority to terminate Employee. If, for any reason, Employee does not accept the position offered, Employee shall remain entitled to all severance as set forth in Section 4 of this Agreement.
B. Council May Set Conditions. Employer, in consultation with the Employee, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent or in conflict with the provisions of this Agreement, state codes or any other laws.
C. COLAs. Cost of Living Adjustments (COLAs), fringe benefits and working conditions applicable generally to employees of the Employer, as such adjustments, benefits or rules now exist or hereinafter may be amended, shall also apply to the Employee, except where such adjustments, benefits or working conditions are inconsistent with the terms contained herein.
D. Tuition Reimbursement. Employer shall also provide Employee with a tuition reimbursement of up to Ten Thousand Dollars ($10,000.00) per year under this Agreement towards employee's masters or doctoral degree, which may include paying down existing student loans. In addition, Employer shall provide funds for Employee to attend one Harvard University professional development course each year of this Agreement.
SECTION 19. Notices.
Notices pursuant to this Agreement shall be in writing and delivered personally, or deposited in the custody of the United States Postal Service, postage pre-paid, addressed as follows:
City Manager Contract
Employer: Employee:
Mayor and City Council Members Ronda Perez
City of Palmdale 38300 Sierra Highway
38300 Sierra Highway Suite “A”
Suite “A” Palmdale, California 93550
Palmdale, California 93550
With copies to:
City Attorney Department
City of Palmdale
38300 Sierra Highway
Palmdale, California 93550
Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the course of transmission in the United States Postal Service. Notices shall also be mailed or personally delivered to the Employee’s home address then on file with the City’s Personnel Office.
SECTION 20. General Provisions.
A. Full Agreement. The text herein shall constitute the entire Agreement between the Parties. The terms of this Agreement may be changed or amended only by written Agreement between the Parties.
B. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors or administrators of Employee.
C. Severability. If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect.
City Manager Contract
IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed in duplicate on its behalf by its Mayor, and duly attested by its City Clerk, and the Employee has executed this Agreement, all as of the day of year first above written.
EMPLOYER:
CITY OF PALMDALE
_____________________________
Laura Bettencourt, Mayor
ATTEST:
_____________________________
Roxanne Faber, Acting City Clerk
APPROVED AS TO FORM:
_____________________________
EMPLOYEE:
_____________________________
Ronda Perez
City Council Staff Report
DATE: FEBRUARY 1, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT
DISTRICT: ALL
SUBJECT: CONSIDERATION OF CONTRACT FOR LEGAL SERVICES WITH
HARPER & BURNS, LLP, INCLUDING APPOINTMENT OF WILLIAM
P. CURLEY, III AS INTERIM CITY ATTORNEY
ISSUE
Consideration of Contract for Legal Services with Harper & Burns, LLP, including William P. Curley, III’s appointment as Interim City Attorney.
RECOMMENDATION
Staff recommends that the City Council:
1. Approve Legal Services Agreement No. A -8232, with Harper & Burns, LLP, including the appointment of William P. Curley, III as Interim City Attorney; and,
2. Authorize the City Manager or her designee to execute the Agreement with Harper & Burns, LLP.
BACKGROUND
The City will commence recruiting a permanent “in -house” employee City Attorney. A contract-based city attorney is necessary to represent the City until the permanent appointment of an “in-house” City Attorney.
DISCUSSION
William P. Curley, III, and Harper & Burns , LLP, have been serving the City and also serve as city attorneys in other cities.
FISCAL IMPACT
The fiscal impact is not to exceed $ 100,000, to be transferred from accounts 10114001- 701000-708000 to account 10114001-721100.
Report to Mayor and City Council
Re: Consideration of Legal Contract – Harper & Burns, LLP February 1, 2023
STRATEGIC PLAN
Goal IV: Maintain a desirable community where everyone wants to live, work and play.
Objective: C. Invest in staff and other human resource strategies to attract and retain a highly qualified, diverse, and creative workforce.
Prepared by: Ronda Perez, Interim City Manager
Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
ATTACHMENTS
1. Original Agreement A-8232
1 l
AGREEMENT NO. A-8232
LEGAL SPECIAL COUNSEL SERVICES
AND INTERIM CITY ATTORNEY SERVICES
THIS AGREEMENT is made and entered into by and between the City of Palmdale, a charter city (thereinafter the "City") , and the law firm of Harper & Burns, LLP ('hereinafter the "Firm'') and shall be deemed dated and effective as of February 1, 2023.
WITNESSETH:
The parties hereto agree as follows:
SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts:
A. City desires to engage the Firm and, as primary lead attorney, William P. Curley III, and the Firm to act as legal counsel for the City in various capacities and to perform all legal services requested; and,
B. The Firm has agreed to provide the requested legal services in the time, manner, and for the compensation as hereinafter set forth:
SECTION 2. LEGAL SERVICES. The Firm shall perform the following legal services for the City:
A. The lead attorney is designated as William P. Curley Ill.
B. Provide legal advice when requested by the City Council, City Manager, or the City Manager's designee, except when prevented from doing so by a legal conflict; and C. Represent the City in personnel and related civil litigation to which the City is a party at the direction of the City Council or City Manager. At the outset of each matter of litigation assigned by the City the Firm shall cause a written estimate litigation budget to be prepared and presented to the City Manager. The Firm and City Manager (or City Manager’s designee) shall monitor the expenditures and provide updates to the City Council at regular intervals to be determined on a case-by-case basis; and
D. The City Manager is hereby authorized to meet with the Firm to discuss service and performance levels at any time during this Agreement, and to bind the attorneys to items including, but not limited to, a schedule of standard response times to service requests for specialty projects, expert advice from third parties and any action necessary or desirable for the health, safety, and welfare of the City. In addition, the Firm shall maintain a list of pending work assignments and shall provide progress reports thereon to the City 2 Manager, as directed by the City Manager.
E. The City Council and the City Manager retain the right to direct those attorneys other than the Firm perform legal work for the City or any of its related entities. Unless otherwise agreed by the Parties, the Firm shall be the sole firm representing the City as to its assigned cases.
SECTION 3. COMPENSATION. The Firm shall be compensated by City for the performance of such services as follows:
A. Rates. The Firm shall be compensated, apart from reimbursable expenses, as set forth on "Attachment I "hereto, which is incorporated by this reference. All fees, charges, costs and reimbursable items for the term of the Agreement shall not exceed a maximum of $100,000, commencing from the effective date of this Agreement.
B. Legal Services Provided by the Attorneys other than Designated Lead. The Firm shall be compensated for the performance of legal services in accordance with this Agreement, and particular this Section 3.
C. Reimbursable Expenses. The Firm shall be entitled to reimb ursement for all reasonable and necessary expenses incurred by it in the performance of legal services hereto. Reimbursable expenses to wh ich Firm shall be entitled shall include, but are not limited to, third party legal service legal experts, legal consultants, legal specialist, duplication costs; word processing costs; mileage, in amounts as authorized for other City officers or employees; extraordinary telephone and telecommunication costs; extraordinary mail costs; messenger services; and other costs customarily made as part of the performance of legal services by Firm.
SECTION 4. PAYMENT FOR SERVICES. The Firm shall submit monthly invoices to the City for all services provided and costs incurred pursuant to the terms of this Agreement. Said statements shall clearly set forth by date the type of work performed, the time spent on a task and the attorney performing the task. Payment to Firm shall be made by the City within thirty (30) days of receipt of the invoice, except for those specific items on the billing which are contested or questioned and returned by the City with written response to any invoice contested or questioned and further, upon a request of City, provide City with any and all documents related to the service or costs.
No charge shall be made for time expended in providing this information to the City.
SECTION 5. TERM. The term of this Agreement shall commence on February 1, 2023, and shall continue to the final conclusion of all assigned matters or the decision to terminate this Agreement by either party hereto. Firm may terminate this Agreement on the 3 giving of thirty (30) days written notice to the City of such determination. If such determination notice is given, the same shall be effective on the thirtieth (30th) day after the giving of such notice. Firm will comply with all obligations required of it pursuant to the State Bar Act in connection with such termination and the transition to replacement counsel. City, via the City Manager, may terminate this contract at will and without cause or prior notice, and that thereafter the City shall pay all compensation and reimbursement due through and including the effective date of such termination.
SECTION 6. NOTICES. Notices required pursuant tothis Agreement shall be given by personal service upon the party to be notified, or by delivery of same to the custody of the United States Postal Service, or its lawful successor, postage prepared and addressed as follows:
CITY: City of Palmdale FIRM: Harper & Burns LLP
38300 Sierra Highway 453 S. Glassell Street Palmdale, CA 93550 Orange, CA 92866 Atten: City Manager Atten: Managing Partner Service or notice by personal service shall be deemed to have been given as of the date of such personal service. Notices given by deposit with the United States Postal Service shall be deemed to have been given two (2) consecutive calendar days following the deposit of the same in the custody of said Postal Service.
SECTION 7. INDEMNITY. The Firm does hereby agree to and hold the City, and its elected and appointed officers and officials, employees, and other agents free and harmless of any claim, demand, or judgment that may arise based upon personal injury or damage to property arising out of any negligent omission or intentional misconduct by Firm regarding the performance of services hereunder.
Firm and each attorney of the Firm, and Firm contractees shall be due and allowed to utilize all statutory, common law, and other applicable defenses, immunities, and causes of action due to a City employee under the California Government Code, common/case law and any other applicable law, regulation, r policy. Further, the designated city attorney, assistant city attorney and associates are designated as public officials, public officers, or City officials for all purposes.
SECTION 8 . INSURANCE REQUIREMENTS. The Firm shall procure and maintain for the duration of the contract the following insurance:
A. Insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees and professional errors and omissions insurance providing not less than two million dollars ($2,000,000) coverage. Firm shall maintain such coverage for no less than three years following the termination of th is Agreement. This 4 insurance policy shall provide coverage to the City for any damages or losses suffered by City as a result of any error, omission, or neglect bythe Film that arises out of the professional services rendered under this Agreement. Such insurance may be subject to a self-insured retention or deductible to be bone entirely by the Firm.
B. The Firm will obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code.
C. The Firm will obtain and maintain in full force and effect commercial general liability insurance in an amount not less than $1,000,000 per occurrence with a $2,000,000 aggregate.
D. The Firm will obtain and maintain in full force and effect a commercial automobile liability policy in an amount not less than $1,000,000 including owned (if any), non- owned and hired automobile coverage.
E. All insurance coverage specified above will provide for a minimum of thirty (30) days’ notice of cancellation by the insurance carrier and will be maintained in full force and effect throughout the term of this Agreement. Such insurance shall name the city as an additional insured and shall include a waiver of subrogation.
SECTION 9 . GENERAL PROVISIONS.
A. The Firm shall not assign this Agreement, or any of the rights, duties, or obligations hereunder. It is understood and acknowledged by the parties that Firm is uniquely qualified to perform the services of this Agreement.
B. In the event an instance of conflict of interest arises with another client, the Firm will protect the best interests of the City and will take all necessary actions, to resolve or eliminate the conflict situation. If the circumstance cannot be lawfully avoided or resolved, the Firm will undertake to recommend substitute counsel to protect the interests of the City.
C. The Firm is and shall always remain as to the City a wholly independent contractor serving as a public official. Neither the City not any of its officers, employees, servants, or agents shall have control over the conduct of Firm or any of Firm's officers, employees, or agents. The Firm, shall not at any time or in any manner, represent that it or any of its officers, employees, or agents are in any manner employees of the City. City acknowledges and agrees that the Firm and the Firm lawyers will need to represent to others their capacity and relationship to the City and shall enjoy and apply all rights, powers, and privileges attendant thereto. In the performance of this Agreement, the Firm shall not engage in discrimination in employment of persons because of the age, race, color, sex, sexual orientation, national origin, caste or ancestry, or religion of such persons.
D. Nothing contained in this Agreement shall be deemed, construed, or represented 5 by the City or the Firm to any third person to create a relationship of principal or agent, or of a partnership, or of a joint venture, or any other association of any kind or nature between the City and the Firm.
E. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed, and acknowledged by both of the parties hereto.
F. Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared.
G. Firm, and lawyers, paralegals, administrative and support staff shall report to and take assignments only from the City Manager or the City Manager’s designee. Each signatory to this Agreement, by execution of this Agreement, represents and warrants that they have lawful authority to bind their respective parties to the terms herein.
H. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver.
SECTION 10. OWNERSHIP OF DOCUMENTS.
A. The Firm shall maintain complete and accurate records with respect to costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. The Firm shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Firm shall provide free access to the representatives of City and/or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, 6 surveys, notes, and other documents prepared while providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Firm. With respect to computer files, the Firm shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
SECTION 11. LICENSES. At all times during the term of this Agreement, the Firm shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement, at its own sole cost and expense.
SECTION 12. GOVERNING LAW. The City and the Firm understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement.
SECTION 13. LITIGATION. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Palmdale, California. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for further relief granted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their representatives as follows:
CITY OF PALMDALE: HARPER & BURNS LLP:
____________________________ ____________________________ RONDA PEREZ WILLIAM P. CURLEY, III
Interim City Manager Managing Partner
ATTEST:
_______________________________
ROXANNE FABER
Acting City Clerk
7 ATTACHMENT
"1"
Firm Partner Attorney $350.00 /hr.
Attorney- Senior Counsel $315.00/hr.
Attorney-Associates $285.00 /hr.
Paralegal $250.00 /hr.
AdministrativeAssistant $200.00 /hr.
Computer Services Actual Cost.
Third-Party Legal Services/Legal
Support/Experts
ActualCost, plus 5% oftotal
Legal Interns / Law Clerks $90.00 /hr.
All Other Services Actual Cost, plus 5% of total
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Andrea Alarcon, Mayor Pro Tem
SUBJECT: Monthly Informational Report – Events and Meetings DATE: January 11, 2023
During the period December 1, through December 31, 2022, I attended the following meetings and events:
December 21: Special Closed Session
Regular Council Meeting
December 22: SAVES Christmas Holiday Basket Distribution
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Laura Bettencourt, Mayor
SUBJECT: Monthly Informational Report – Events and Meetings DATE: January 11, 2023
During the period December 1, through December 31, 2022, I attended the following meetings and events:
December 1: Special Closed Session
December 7: Regular Council Meeting
December 13: Special Closed Session
December 21: Special Closed Session
Regular Council Meeting
December 22: SAVES Christmas Holiday Basket Distribution
CITY OF PALMDALE
OFFICE OF THE CITY COUNCIL
M E M O R A N D U M
TO: City Clerk
FROM: Eric Ohlsen, Councilmember
SUBJECT: Monthly Informational Report – Events and Meetings DATE: January 11, 2023
During the period December 1, through December 31, 2022, I attended the following meetings and events:
December 21: Special Closed Session
Regular Council Meeting
December 22: SAVES Christmas Holiday Basket Distribution