CF 10.10
City of Paramount 16400 Colorado Avenue Paramount, CA 90723 (562) 220-2000 www.paramountcity.govp
NOTICE OF SPECIAL MEETING
Paramount City Council
NOTICE IS HEREBY GIVEN that a Special Meeting of the Paramount City Council will be held on Tuesday, December 3, 2024 at 4:00 p.m. in the Council Chamber at City Hall, 16400 Colorado Avenue, Paramount, California. The purpose of said special meeting is to consider the following item:
MASTER LEGAL SERVICES AGREEMENT WITH RICHARDS, WATSON
& GERSHON FOR CITY ATTORNEY SERVICES
Recommended Action: Approve the Master Legal Services Agreement with Richards, Watson & Gershon for City Attorney services for an initial three-year term commencing December 4, 2024, with automatic renewals thereafter until either party chooses to terminate the agreement by giving appropriate notice as defined in the proposed agreement.
Notice of this Special Meeting is furnished to each Member of the City Council in compliance with applicable laws of the State of California.
Dated: November 27, 2024
Annette C. Delgadillo, Mayor
I, Heidi Luce, City Clerk of the City of Paramount, California, hereby certify that I caused the aforementioned Notice of Special Meeting to be posted on the Paramount City Hall, Paramount Library, Paramount Park Community Center and Paramount Sheriff’s Station bulletin boards and on the City’s website at least 24 hours prior to the time set for the special meeting in accordance with Government Code Section 54956.
Dated: November 27, 2024
Heidi Luce, City Clerk
Agenda
City Council
December 3, 2024
Special Meeting - City Hall Council Chamber - 4:00 p.m. 16400 Colorado Avenue Paramount, CA 90723 (562) 220-2000 www.paramountcity.com
PUBLIC PARTICIPATION NOTICE
In-person Attendance: The public may attend the City Council meetings in-person.
View the City Council meeting live stream:
• YouTube Channel https://www.youtube.com/user/cityofparamount • Spectrum Cable TV Channel 36
Public Comments: Members of the public wanting to address the City Council regarding only the item shown on the agenda below may do so by the following methods:
• In-Person
If you wish to make a statement, please complete a Speaker’s Card prior to the commencement of the Public Comments period of the meeting. Speaker’s Cards are located at the entrance. Give your completed card to a staff member and when your name is called, please go to the podium provided for the public. • E-mail: [email protected]
E-mail public comments must be received by 15 minutes prior to the start of the meeting. The e-mail should specify the following information: 1) Full Name; 2) City of Residence; 3) Phone Number; 4) Public Comment or Agenda Item No; 5) Subject; 6) Written Comments.
All public comments are limited to a maximum of three (3) minutes unless an extension is granted. No action may be taken on items not on the agenda except as provided by law. All public comments will be recorded and rules of decorum and procedures for the conduct of City meetings will apply when addressing the City Council whether in-person, via email or by teleconference.
CALL TO ORDER: Mayor Annette C. Delgadillo
PLEDGE OF ALLEGIANCE
ROLL CALL OF
COUNCILMEMBERS:
Councilmember Isabel Aguayo
Councilmember Brenda Olmos
Councilmember Vilma Cuellar Stallings
Vice Mayor Peggy Lemons
Mayor Annette C. Delgadillo
Agenda December 3, 2024
Special Meeting City Council Page 2
PUBLIC COMMENTS ON AGENDIZED ITEM
NEW BUSINESS
1. APPROVAL MASTER LEGAL SERVICES AGREEMENT WITH RICHARDS,
WATSON & GERSHON FOR CITY ATTORNEY SERVICES
Recommended Action: Approve the Master Legal Services
Agreement with Richards, Watson & Gershon for City Attorney services for an initial three-year term commencing December 4, 2024, with automatic renewals thereafter until either party chooses to terminate the agreement by giving appropriate notice as defined in the proposed agreement and authorize the Mayor to execute the agreement.
ADJOURNMENT
To an adjourned meeting on December 17, 2024 at 6:00 p.m. in the Council Chamber at City Hall, 16400 Colorado Ave., Paramount, CA
Americans with Disabilities Act: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk’s office at (562) 220-2225 at least 48 hours prior to the meeting to enable the City to make reasonable arrangements to ensure accessibility to this meeting.
Note: Physical hard copies of agenda items are on file in the City Clerk’s office and are available for public inspection during normal business hours. Materials related to an item on this Agenda submitted after distribution of the agenda packet are also available for public inspection during normal business hours in the City Clerk’s office. The office of the City Clerk is located at City Hall, 16400 Colorado Avenue, Paramount.
To: Honorable City Council
From: John Moreno, City Manager
By: Grissel Chavez, Assistant City Manager
Heidi Luce, City Clerk
Date: December 3, 2024
SUBJECT: MASTER LEGAL SERVICES AGREEMENT WITH RICHARDS, WATSON & GERSHON FOR CITY ATTORNEY SERVICES
BACKGROUND
On July 9, 2024, the City Council authorized the City Manager to enter into a Professional Services Agreement with Tripepi Smith for professional executive recruitment support for City Attorney services. Over the past several months, staff worked closely with Tripepi Smith to develop, oversee and manage the recruitment process.
The City released a Request for Proposals for City Attorney services on August 15, 2024, with proposals due September 13, 2024. A total of eight (8) proposals were received by the due date.
The proposals were evaluated by the City’s evaluation committee, which included Mr.
Mike Egan of Tripepi Smith, the City Manager, Assistant City Manager, and City Clerk.
All eight (8) firms were included in the first level interview with the City management team on October 17, 21 and 22, 2024. Following City Council’s review of those interview results, the top ranked firms were invited to interview with the City Council on October 29, 2024; November 7, 2024; and November 19, 2024.
DISCUSSION
Upon conclusion of the thorough evaluation and interview process the City Council selected the firm of Richards, Watson & Gershon (RWG) to provide legal services to the City of Paramount with the designation of Nicholas “Nick” Ghirelli, as the City Attorney.
Mr. Ghirelli currently serves as City Attorney for the cities of Rancho Cucamonga and Seal Beach, and Assistant City Attorney for the City of Agoura Hills. He also serves as General Counsel for the Gateway Integrated Regional Water Management Joint Powers Authority (GWMA), the Southeast Water Coalition, and as special counsel to the Contra Costa County Clean Water Program. The firm proposes Roxanne Diaz to serve as Assistant City Attorney, and Lindsay Thornson to serve as Planning Commission attorney.
Agenda Report December 3, 2024
MASTER LEGAL SERVICES AGREEMENT (RWG) Page 2
RWG was founded in Los Angeles in 1954 and now is a statewide leader providing legal services to municipalities and other public agencies from offices in Orange County, Los Angeles, San Francisco, Temecula, Sacramento, and the Central Coast. The firm is a full-service law firm with over 70 attorneys, and currently serve as City Attorney to 27 California municipalities, and as general or special counsel to local and regional public agencies across the state. Specifically, RWG attorneys have served as City Attorney for the City of Seal Beach since 1976, the City of Brea since 1977, the City of La Mirada since 1980, the City of Westlake Village since 1981, the City of Agoura Hills since 1982, the City of Rancho Cucamonga since 1985, the City of Beverly Hills since 1987, the City of Temecula since 1996, the City of Fairfield since 1997, the City of Mill Valley since 2000, the City of Monrovia since 2002, the City of Calimesa since 2004, the City of Highland since 2004, the City of Jurupa Valley since 2011, and the City of Manhattan Beach since 2011. Most recently, they have entered into contracts as City Attorney for the cities of Atascadero, Maywood, Millbrae, San Bruno, Solvang, South Pasadena, and Suisun City.
Tripepi Smith conducted reference checks of RWG by contacting City staff and elected officials that work or have worked with RWG. All responses were very positive, expressing high remarks and comments about the firm’s services and responsiveness.
The attached draft agreement is pending final language revisions relating to insurance requirements contained in Exhibit B. The final approved agreement form will be provided to Council by Tuesday evening. Staff recommends the City Council approve a professional services agreement with Richards, Watson & Gershon for an initial threeyear term commencing December 4, 2024, with automatic renewals thereafter until either party chooses to terminate the agreement by giving appropriate notice as defined in the proposed agreement.
If approved, RWG is able to commence services on December 4, 2024. The firm will work closely with the interim City Attorney to transition the City’s current legal matters and caseload. Prior to the commencement of City Attorney services, Mr. Ghirelli will meet with the City Manager, current City Attorney, and Departments to discuss pending and upcoming projects as well as ask questions regarding how each department utilizes the services of the City Attorney. This initial intake of the City’s processes, documents, and workload will enable the new City Attorney to determine not only how best to deliver legal services but also introduce, recommend, and, if desired, implement efficiencies without sacrificing quality.
FISCAL IMPACT
Funding in the amount of $450,650 was included in the FY 2024-25 Budget for City Attorney services. Staff will recommend the appropriate funding amount for legal services to be included in upcoming fiscal years for City Council approval during the annual budget process.
Agenda Report December 3, 2024
MASTER LEGAL SERVICES AGREEMENT (RWG) Page 3
For reference purposes, the contract charges will be based on the labor rate schedule outlined in the table below. Further description of each rate category is included in the attached agreement.
Commencing July 1, 2026, and on each July 1 thereafter, the rates charged above shall be automatically increased by the United States Department of Labor, Bureau of Labor Statistics’ Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach-Anaheim region statistical area (“CPI”) for the preceding twelve-month period ending April 30. However, rates will not increase by more than 5% in any given year without City Council approval. Any other adjustments in the rates shall require prior approval of the City Council.
VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity and guidelines; and provide the framework for policy decision making. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No 6: Efficient, Effective, and Fiscally Responsible - Deliver an efficient and effective City government in a fiscally responsible, transparent and collaborative manner.
RECOMMENDED ACTION
Approve the Master Legal Services Agreement with Richards, Watson & Gershon for City Attorney services for an initial three-year term commencing December 4, 2024, with automatic renewals thereafter until either party chooses to terminate the agreement by giving appropriate notice as defined in the proposed agreement and authorize the Mayor to execute the agreement.
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CITY OF PARAMOUNT
CITY ATTORNEY
MASTER LEGAL SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this day of 2024, between the CITY OF PARAMOUNT, a municipal corporation in Los Angeles County, California, (hereinafter "City") and, Richards, Watson & Gershon, A Professional Corporation licensed to practice law or comprised of individuals who are licensed to practice law in the State of California, with its principal place of business at (hereinafter "Consultant"). City and Consultant are
sometimes individually referred to herein as "Party" and collectively as "Parties."
RECITALS
WHEREAS, the City is required by law and City ordinance to have a City Attorney; and WHEREAS, City engaged in a competitive process from which Consultant was selected to perform legal services related to general municipal law; and WHEREAS, Consultant has agreed to perform the services as provided in this Agreement in return for the compensation described in this Agreement; and WHEREAS, in reliance upon Consultant’s representations regarding its qualifications, the City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DESCRIPTION OF SERVICES
Consultant promises and agrees to furnish to the City all labor, materials, services, and incidental and customary work necessary to fully and adequately supply the professional legal consulting services necessary under this Agreement ("Services"). The Services are more particularly described below and in Exhibit A. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In the event of any conflict between Consultant’s Services and this Agreement, the terms of this Agreement shall apply. Legal services shall include the following:
A. Attendance at City Council meetings, and any other meeting directed by the City Manager (hereafter “City Manager” shall include the City Manager’s designee), unless excused therefrom by the City Manager; B. Attendance at staff meetings when directed by the City Manager; C. Legal research and legal advice to the City Council, Planning Commission, DRAFT
other City commissions, various committees and sub-committees, the City Manager and City Staff;
D. Preparation and review of ordinances, resolutions, and agreements as requested;
E. Representation of the City in non-adversarial administrative proceedings, legislative hearings and other intergovernmental matters; F. Representation of the City and City officials and employees in claims and litigation filed by or against the City as requested;
G. Oversight of legal matters handled by outside counsel; H. Legal services for entities created by the City Council; I. Such other legal services as may be directed by the City Council or City Manager from time to time.
2. TERM OF AGREEMENT
The term of this Agreement shall be for three (3) years effective from December 4, 2024, and thereafter shall be automatically renewed under the terms of this agreement unless terminated pursuant to Section 7.
3. COMPENSATION
(a) Billing. In order to request payment, Consultant shall submit monthly invoices to the City identifying the services performed and the charges therefor (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the Consultant’s billing rates set forth on Exhibit "A.” The Consultant shall endeavor to provide monthly invoices no later than 30 days after the end of each billing cycle (i.e., all services identified on the invoice were performed no more than 60 days prior to the date the City received the invoice). The City shall have no obligation to pay Consultant for services to the extent performed more than 120 days prior to the date the City receives the invoice for the services. The City shall make monthly payments to Consultant for services which are performed in accordance with this Agreement, to the satisfaction of the City.
(b) Services Performed. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by the city manager or his designee. The City does not guarantee any specific amount of work or billable hours will be authorized, unless specifically approved by the City’s Authorized Representative. No overhead or other expenses can be recovered for interim periods when the Consultant's services are not utilized by the City.
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(c) Consultant’s Failure to Perform. If Consultant performs services which do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from the City, re-perform the services, without additional compensation from the City. Consultant shall reimburse the City for damages incurred due to Consultant’s failure to perform, which City may charge as an offset to Consultant’s payment.
4. INDEPENDENT CONTRACTOR
(a) City and Consultant agree and represent this Agreement is entered into with the understanding Consultant is not an employee of City and is intended, for all purposes, to have the status of independent contractor under Labor Code Section 2776 and as consistent with the office of an appointed city attorney.
In the event the City determines a legal, judicial, or administrative determination has a material effect upon the status of Consultant as an independent contractor, the City shall have the right, with or without notice, to automatically terminate the Agreement. In the City’s sole discretion, the City may propose modification of the Agreement’s terms to permit Consultant’s continued provision of services.
(b) As an independent contractor, Consultant shall be free from control and direction of the City in connection with the performance of duties, and Consultant retains exclusive discretion in how to perform duties, subject to other terms and conditions of this Agreement. The personnel performing the services under this Agreement on behalf of Consultant shall always be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.
(c) Consultant shall pay all wages, salaries, and other amounts due its personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. (d) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City. (e) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.
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5. RESPONSIBILITIES OF CONSULTANT
(a) TIME FOR PERFORMANCE. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Any services for which times for performance are not specified in this Agreement shall be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Consultant. (b) The key personnel for performance of this Agreement are set out on Exhibit “A”. Substitution of such personnel requires the prior written consent of the City Council.
(c) COORDINATION OF SERVICES. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Consultant and other staff at all reasonable times.
(d) COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable federal, state, and local laws including any applicable legal requirement imposed by Executive Orders duly issued at the federal, state, and local level, whether said laws are expressly stated in this Agreement. Consultant shall perform services under this Agreement using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement.
6. INSURANCE
Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “B” attached hereto and by this reference incorporated herein., specifically including malpractice coverage as required by law.
7. ACCOUNTING RECORDS
Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four years. Consultant’s accounting records shall include, at a minimum, all documents which support Consultant’s costs and expenses related to this Agreement, including personnel, subconsultant invoices and payments, and reimbursable expenses.
Consultant’s accounting records shall be made available to City during normal business hours within a reasonable time after City’s request.
8. TERMINATION OF AGREEMENT
(a) Either party may terminate this Agreement with or without cause, or any portion hereof, by serving upon the other party at least thirty (30) days before the effective date of such termination. Upon receipt of said notice Consultant shall immediately cease all work under this Agreement, unless the notice DRAFT
provides otherwise. If a portion of this Agreement is terminated, such termination shall not make void or invalidate the remainder of this Agreement. In the event the either party terminates this Agreement, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation.
(b) Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished documents, work-product, and data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documentation and other information within fifteen (15) days of the request. City’s use of any unfinished documents or other draft or unfinished materials provided by Consultant shall be at City’s sole risk, and Consultant shall have no responsibility or liability thereafter.
(c) In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated from another consultant or law firm without set-off, payment, or penalty payable to Consultant.
9. DEFAULT
Either party’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that either party is in default under the terms of this Agreement, the affected party shall cause to be served upon the deficient party a written notice of the default. The deficient party shall have ten (10) days after service of default notice to cure the default as directed by the affected party in the notice. In the event the deficient party fails to cure its default within such period of time, unless the default cannot be cured within 10 days and the deficient party has made a good faith effort to cure the default, the affected party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. If such failure hereunder arises out of causes beyond either party’s control, and without fault or negligence, it shall not be considered a default.
10. OWNERSHIP OF DOCUMENTS
All original documents prepared by Consultant (including its employees and subconsultants) for this Agreement (“work product”), whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Consultant’s services, or upon demand by the City. Consultant shall have a right to make and keep copies of the work product. Consultant shall not reveal the work product, or make it available, to any third party without the prior written consent of the City, provided, however, that Consultant shall not be required to comply with any City document retention or destruction policies as applied to such work product in its possession.
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11. CONFIDENTIAL INFORMATION
Consultant understands and agrees that, in the performance of the work or services Under this Agreement or in contemplation thereof, Consultant may have access to private or confidential information which may be owned or controlled by the City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to the City. Consultant agrees that all City information accessed by Consultant shall be held in confidence and used only in performance of the Agreement. Consultant shall exercise the same standard of care to protect such information as a reasonably prudent consultant would use to protect its own proprietary data.
12. AMENDMENT
Except as otherwise stated herein, any and all obligations of City and Consultant are fully set forth and described in this Agreement. Any changes in this Agreement, including any increase or decrease in the amount of compensation or any change in the term, which shall be mutually agreed upon by and between City and Consultant, shall be set forth in written amendments to this Agreement.
13. NONDISCRIMINATION
(a) Consultant shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited basis.
(b) Consistent with City’s policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant’s employees or subcontractors on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited basis will not be tolerated. Consultant agrees that any violation of this provision shall constitute a material breach of the Agreement.
14. INDEMNIFICATION
(a) Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its elected and appointed officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner to the extent caused by errors or omissions or willful misconduct of Consultant, its officials, officers, employees, subcontractors, or agents in connection with the performance of the Consultant's Services or this Agreement, including without limitation the payment of all damages, expert DRAFT
witness fees and attorney’s fees and other related costs and expenses.
Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its elected or appointed officials, officers, employees, agents, or volunteers.
(b) Payment by City is not a condition precedent to enforcement of this indemnity. In the event of any dispute between Consultant and City, as to whether liability arises from the negligence of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
15. LEGAL RESPONSIBILITIES
The Consultant shall keep informed of state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of the Services pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section.
16. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by:
(i) personal service,
(ii) delivery by a reputable document delivery service (e.g., Federal Express), which provides a receipt showing date and time of delivery, or (iii) United States mail, certified mail, postage prepaid, return receipt requested, addressed to the party as set forth below or at any other address as that party may later designate by notice:
To CITY:
To CONSULTANT:
City of Paramount City Manager
16400 Colorado Ave.
Paramount, CA 90723
Richards, Watson & Gershon
Attn: Nicholas R. Ghirelli
1 Civic Center Circle
P.O. Box 1059
Brea, CA 92822-1059
17. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.
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18. PERMITS AND LICENSES
Consultant will obtain and maintain during the term of this Agreement all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
19. GOVERNING LAW
City and Consultant 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. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.
20. ENTIRE AGREEMENT
This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.
21. SEVERABILITY
Any part, provision, or representation of this Agreement or any of its exhibits, including, but not limited to Exhibit “A” and Exhibit “B”, which is prohibited or which is held to be void or unenforceable by a court of competent jurisdiction, shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
22. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants and represents that it has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
23. CONSTRUCTION; REFERENCES; CAPTIONS
Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents of Consultant, except as otherwise specified in this Agreement. All references to City include its elected and appointed officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
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24. WAIVER
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
25. NO THIRD-PARTY BENEFICIARIES
There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
This Agreement shall be deemed to have been executed and entered into in the City of Paramount, County of Los Angeles, and State of California.
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IN WITNESS WHEREOF, the undersigned execute this Agreement on the date first written above.
CITY OF PARAMOUNT
By:
Annette C. Delgadillo, Mayor
By:
Nicholas R. Ghirelli,
Shareholder
ATTEST:
By:
Heidi Luce, City Clerk
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EXHIBIT “A”
COMPENSATION RATE SCHEDULE
FOR CITY OF PARAMOUNT
Richards, Watson & Gershon will provide Nicholas (“Nick”) Ghirelli to serve as City Attorney; Roxanne (“Roxanne”) Diaz as Assistant City Attorney; and Lindsay (“Lindsay”) Thorson as Planning Commission Attorney. Legal services provided by Richards, Watson & Gershon (“RWG”) to the City of Paramount (“City”) shall be billed to, and compensated by, the City as follows:
A. General Services.
All legal services that are not defined below as Special Services, Litigation Services, ThirdParty Services, or Paralegal Services, shall be defined as General Services. General Services include, without limitation, the following services unless performed in regard to services defined as other than General Services:
1. In-person attendance by the City Attorney or Deputy City Attorney at City Council meetings unless excused by the City Manager;
2. In-person attendance by the City Attorney, Deputy City Attorney, or Planning Commission Attorney at Planning Commission meetings at the designation of the City Manager;
3. Office hours or other communications with City staff and legal services provided to the City;
4. Attendance at Executive Team meetings, City staff meetings, and any other meetings of Commissions and Committees on an as needed basis as directed by the City Manager;
5. Legal research and legal advice, opinions, assistance, and consultation related to municipal law issues to the City Council and Planning Commission, and their various committees and sub-committees, the City Manager, and City staff;
6. Preparation and review of legal opinions, staff reports, ordinances, resolutions, agreements, forms, notices, certificates, deeds, leases/licenses, and other documents for the City Council or Planning Commission as requested;
7. Oversight of legal matters handled by outside counsel;
8. Legal services for entities created by the City Council;
9. Advice to the City Council, Commissioners, and City staff related to the Brown Act, AB 1234, conflicts of interest, the Political Reform Act, meeting parliamentary procedures, and other legal requirements imposed by statute, including periodic training as specified above;
10.Written updates to new state or federal legislation or judicial decisions and suggest action or procedures to ensure compliance; and
11.Such other similar legal services as may be directed by the City Council or City Manager from time to time.
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The extent of RWG’s onsite presence will be set and structured in consultation with the City Manager.
General Services shall be billed to, and compensated by, the City at a composite hourly rate of $255 per hour for all attorneys for the first 1-100 hours and then at a composite rate of $270 per hour for 101+ hours.
RWG will provide without charge one two-hour AB 1234 training session each fiscal year and up to 10 hours of training each fiscal year on topics mutually agreed upon with the City Manager. Any additional time spent preparing for and providing training would be billed on an hourly basis as General Services. Travel time for General Services will be billed at the General Services Rate.
B. Special Services.
Special Services are defined to include the following advisory (non-litigation) services:
1. Real Estate matters;
2. Labor and Employment matters;
3. Environmental Law Services, including but not limited to, Hazardous Waste, Clean Air Act, and Clean Water Act issues;
4. Advisory services in connection with complex land use matters, which are defined to mean negotiation, drafting, and related CEQA and/or NEPA work on (a) development agreements and related entitlements, (b) entitlements for land use projects of twenty (20) or more residential units, (c) commercial or mixed use projects in excess of two (2) acres;
5. Housing legal services on tasks or projects requiring ten (10) or more hours;
6. Redevelopment/successor agency advisory matters;
7. Water and water rights law advisory matters;
8. Telecommunications matters;
9. Taxes, fees, and, charges matters (e.g. Proposition 218 & Mitigation Fee Act); and
10.Advisory services related to public construction disputes.
Special Services will be billed to, and compensated by, the City at a composite hourly rate of $300 per hour for all attorneys. Travel time incurred for Special Services would be compensated at the Special Services rate.
C. Litigation Services.
Litigation Services are defined as the representation of the City in all aspects of the initiation, advancement, or defense of claims in litigation, arbitration, or mediation.
Additionally, Litigation Services include representation of the City in administrative proceedings before other public agencies. Litigation Services shall be billed to, and compensated by, the City at a composite hourly rate of $330 per hour for all attorneys.
Travel time incurred for Litigation Services would be compensated at the Litigation Services rates.
D. Third-Party Services.
DRAFT
Third-Party Services are defined as legal services that the City elects to have reimbursed by third-parties and shall be billed to, and compensated by, the City at a ten percent (10%) discount from RWG’s then-standard hourly rates. Travel time incurred for Third-Party Services would be compensated at the Third-Party Services rates.
E. Paralegal Services.
Paralegal Services are defined as any work performed by paralegals in all substantive areas and all service classes described herein. Paralegal Services shall be billed to, and compensated by, the City at a composite hourly rate of $195 per hour for all paralegals.
Travel time incurred for Paralegal Services would be compensated at the Paralegal Services rate.
F. Travel, Reimbursable Costs and Other Expenses.
RWG will not bill the City for travel time and mileage incurred by the City Attorney, Deputy City Attorney, and Planning Commission Attorney to and from the City for regular meetings of the City Council or City Planning Commission. Travel to and from the City for other matters will be billed at the equivalent of travel from RWG’s Los Angeles office. All other travel for City matters will be billed at actual time and mileage.
City shall reimburse RWG for expenses incurred in the provision of legal services. Mileage will be charged based on the federal government’s standard mileage rate. Other costs include copying documents ($.10/page), court fees, litigation costs, messenger and delivery services, and other similar costs. Such costs frequently are billed to the RWG from third-party vendors and therefore there sometimes will be a delay between the time such costs are incurred and the time they appear on your bill.
G. Adjustments.
Commencing on July 1, 2026, and on each July 1 thereafter, the rates charged above automatically shall be increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach-Anaheim region statistical area ("(PI") for the twelve-month period ending on the immediately prior April 30. Should the Los Angeles-Long Beach-Anaheim CP| cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the City shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council. However, our rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPl increase exceeds that amount.
DRAFT
EXHIBIT “B”
INSURANCE REQUIREMENTS
INSURANCE
1. Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section.
2. Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (C) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed, as determined by the specific scope of services provided under this Agreement. If coverage is written on a claims-made basis, the retroactive shall precede the effective date, if any, of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement
(D) Commercial Automobile Liability Insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or DRAFT
rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.
(E) Cyber Liability: Vendor shall maintain comprehensive cyber liability insurance with limits of $1,000,000 per occurrence/loss and $2,000,000 general aggregate. If the coverage is maintained on a claims-made basis, the Vendor shall maintain such coverage for an additional three (3) years following termination of the contract.
(F) For Commercial General Liability and Commercial Automobile Liability (CGL Coverage): The City will be named as an additional insured, under the commercial general liability (“CGL”) insurance policy coverage, for all liability arising out of the operations by or on behalf of the named insured, and this CGL policy protects the additional insured, its officers, agents and employees against liability for personal and bodily injuries, deaths or property damage or destruction arising in any respect, directly or indirectly, in the performance of the contract.
(i) Each such CGL policy shall be endorsed with the following language: The City of Paramount, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (a) activities performed by or on behalf of the Named Insured, including the insured's general supervision of the Named Insured, (b) products and completed operations of the Named Insured, or (c) premises owned, leased or used by the Named Insured.
(ii) This CGL policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (iii) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
(iv) The Additional Insured coverage under the Consultant’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13.
(G) Deductibles and Self-Insured Retentions: All self-insured retentions (SIR) must be disclosed to the City’s Risk Management for approval and shall not reduce the limits of liability, except for professional liability insurance where the City approves an SIR of up to $250,000. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insurance retention, or the Consultant shall procure a bond guaranteeing payment of DRAFT
the SIR. The City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise it later.
3. Waiver of Subrogation. All policies of Commercial General Liability, Commercial Automobile Liability, and Worker’s Compensation shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss, to the extent of such coverage. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, and agents.
4. Evidence of Insurance. The Consultant shall deliver certified copies of the required policies or original certificates of insurance and endorsements issued by their insurer. The Consultant and its insurer are solely responsible for ensuring that the required insurance complies with this Agreement and provides adequate coverage for all services performed, which may be redacted or in specimen form. The Consultant warrants that the required insurance policies meet the stated standards. Any failure to maintain adequate coverage or misrepresentation shall be subject to claims under the Consultant’s Errors & Omissions insurance or other applicable liability coverage.
At least fifteen (15) days before any policy expires, or within a reasonable time after policy renewal, the Consultant shall provide evidence of renewal or replacement coverage, as soon as reasonably practicable. If any policy is canceled or reduced, the Consultant must file evidence of reinstatement or replacement coverage within ten (10) days of receipt of written notice of the change.
The City may request copies of insurance policies and endorsements for informational purposes only, without assuming any obligation to verify compliance or adequacy.
5. Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
6. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
7. Enforcement of Agreement Provisions (non-estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the DRAFT
City nor does it waive any rights hereunder.
8. Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Agreement are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
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WORKER’S COMPENSATION INSURANCE CERTIFICATION
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE PARAGRPAHS BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this Agreement.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier
Policy Number
__I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of Paramount and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN
ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES. ____________________________ Dated: ___________________, 20_____ Nicholas R. Ghirelli
By: _________________________
____________________________
Title
________________________________________________
Address
CITY OF PARAMOUNT
CITY ATTORNEY
MASTER LEGAL SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this 4th day of December 2024, between the CITY OF PARAMOUNT, a municipal corporation in Los Angeles County, California, (hereinafter "City") and, Richards, Watson & Gershon, A Professional Corporation licensed to practice law or comprised of individuals who are licensed to practice law in the State of California, with its principal place of business at Los Angeles, California (hereinafter "Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
RECITALS
WHEREAS, the City is required by law and City ordinance to have a City Attorney; and
WHEREAS, City engaged in a competitive process from which Consultant was selected to perform legal services related to general municipal law; and WHEREAS, Consultant has agreed to perform the services as provided in this Agreement in return for the compensation described in this Agreement; and WHEREAS, in reliance upon Consultant’s representations regarding its qualifications, the City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DESCRIPTION OF SERVICES
Consultant promises and agrees to furnish to the City all labor, materials, services, and incidental and customary work necessary to fully and adequately supply the professional legal consulting services necessary under this Agreement ("Services").
The Services are more particularly described below and in Exhibit A. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In the event of any conflict between Consultant’s Services and this Agreement, the terms of this Agreement shall apply.
Legal services shall include the following:
A. Attendance at City Council meetings, and any other meeting directed by the City Manager (hereafter “City Manager” shall include the City Manager’s designee), unless excused therefrom by the City Manager; B. Attendance at staff meetings when directed by the City Manager; City of Paramount
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C. Legal research and legal advice to the City Council, Planning Commission, other City commissions, various committees and sub-committees, the City Manager and City Staff;
D. Preparation and review of ordinances, resolutions, and agreements as requested;
E. Representation of the City in non-adversarial administrative proceedings, legislative hearings and other intergovernmental matters; F. Representation of the City and City officials and employees in claims and litigation filed by or against the City as requested;
G. Oversight of legal matters handled by outside counsel; H. Legal services for entities created by the City Council; I. Such other legal services as may be directed by the City Council or City Manager from time to time.
2. TERM OF AGREEMENT
The term of this Agreement shall be for three (3) years effective from December 4, 2024, and thereafter shall be automatically renewed under the terms of this agreement unless terminated pursuant to Section 7.
3. COMPENSATION
A. Billing. In order to request payment, Consultant shall submit monthly invoices to the City identifying the services performed and the charges therefor (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the Consultant’s billing rates set forth on Exhibit "A.” The Consultant shall endeavor to provide monthly invoices no later than 30 days after the end of each billing cycle (i.e., all services identified on the invoice were performed no more than 60 days prior to the date the City received the invoice). The City shall have no obligation to pay Consultant for services to the extent performed more than 120 days prior to the date the City receives the invoice for the services. The City shall make monthly payments to Consultant for services which are performed in accordance with this Agreement, to the satisfaction of the City.
B. Services Performed. The Consultant shall only be paid for services performed under this Agreement to the extent authorized by the city manager or his designee. The City does not guarantee any specific amount of work or billable hours will be authorized, unless specifically approved by the City’s Authorized Representative. No overhead or other expenses can be recovered for interim periods when the Consultant's services are not utilized by the City.
City of Paramount
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C. Consultant’s Failure to Perform. If Consultant performs services which do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from the City, re-perform the services, without additional compensation from the City. Consultant shall reimburse the City for damages incurred due to Consultant’s failure to perform, which City may charge as an offset to Consultant’s payment.
4. INDEPENDENT CONTRACTOR
A. City and Consultant agree and represent this Agreement is entered into with the understanding Consultant is not an employee of City and is intended, for all purposes, to have the status of independent contractor under Labor Code Section 2776 and as consistent with the office of an appointed city attorney.
In the event the City determines a legal, judicial, or administrative determination has a material effect upon the status of Consultant as an independent contractor, the City shall have the right, with or without notice, to automatically terminate the Agreement. In the City’s sole discretion, the City may propose modification of the Agreement’s terms to permit Consultant’s continued provision of services.
B. As an independent contractor, Consultant shall be free from control and direction of the City in connection with the performance of duties, and Consultant retains exclusive discretion in how to perform duties, subject to other terms and conditions of this Agreement. The personnel performing the services under this Agreement on behalf of Consultant shall always be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.
C. Consultant shall pay all wages, salaries, and other amounts due its personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
D. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City.
E. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.
City of Paramount
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5. RESPONSIBILITIES OF CONSULTANT
A. TIME FOR PERFORMANCE. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Any services for which times for performance are not specified in this Agreement shall be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Consultant.
B. The key personnel for performance of this Agreement are set out on Exhibit “A”. Substitution of such personnel requires the prior written consent of the City Council.
C. COORDINATION OF SERVICES. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Consultant and other staff at all reasonable times.
D. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable federal, state, and local laws including any applicable legal requirement imposed by Executive Orders duly issued at the federal, state, and local level, whether said laws are expressly stated in this Agreement.
Consultant shall perform services under this Agreement using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement.
6. INSURANCE
Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “B” attached hereto and by this reference incorporated herein., specifically including malpractice coverage as required by law.
7. ACCOUNTING RECORDS
Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four years. Consultant’s accounting records shall include, at a minimum, all documents which support Consultant’s costs and expenses related to this Agreement, including personnel, subconsultant invoices and payments, and reimbursable expenses. Consultant’s accounting records shall be made available to City during normal business hours within a reasonable time after City’s request.
City of Paramount
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8. TERMINATION OF AGREEMENT
A. Either party may terminate this Agreement with or without cause, or any portion hereof, by serving upon the other party at least thirty (30) days before the effective date of such termination. Upon receipt of said notice Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If a portion of this Agreement is terminated, such termination shall not make void or invalidate the remainder of this Agreement. In the event the either party terminates this Agreement, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation.
B. Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished documents, workproduct, and data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documentation and other information within fifteen (15) days of the request. City’s use of any unfinished documents or other draft or unfinished materials provided by Consultant shall be at City’s sole risk, and Consultant shall have no responsibility or liability thereafter.
C. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated from another consultant or law firm without set-off, payment, or penalty payable to Consultant.
9. DEFAULT
Either party’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that either party is in default under the terms of this Agreement, the affected party shall cause to be served upon the deficient party a written notice of the default. The deficient party shall have ten (10) days after service of default notice to cure the default as directed by the affected party in the notice. In the event the deficient party fails to cure its default within such period of time, unless the default cannot be cured within 10 days and the deficient party has made a good faith effort to cure the default, the affected party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. If such failure hereunder arises out of causes beyond either party’s control, and without fault or negligence, it shall not be considered a default.
10. OWNERSHIP OF DOCUMENTS
All original documents prepared by Consultant (including its employees and subconsultants) for this Agreement (“work product”), whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Consultant’s services, or upon demand by the City. Consultant shall have a right to make and keep copies of the work product. Consultant shall not reveal the work City of Paramount
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product, or make it available, to any third party without the prior written consent of the City, provided, however, that Consultant shall not be required to comply with any City document retention or destruction policies as applied to such work product in its possession.
11. CONFIDENTIAL INFORMATION
Consultant understands and agrees that, in the performance of the work or services under this Agreement or in contemplation thereof, Consultant may have access to private or confidential information which may be owned or controlled by the City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to the City. Consultant agrees that all City information accessed by Consultant shall be held in confidence and used only in performance of the Agreement. Consultant shall exercise the same standard of care to protect such information as a reasonably prudent consultant would use to protect its own proprietary data.
12. AMENDMENT
Except as otherwise stated herein, any and all obligations of City and Consultant are fully set forth and described in this Agreement. Any changes in this Agreement, including any increase or decrease in the amount of compensation or any change in the term, which shall be mutually agreed upon by and between City and Consultant, shall be set forth in written amendments to this Agreement.
13. NONDISCRIMINATION
A. Consultant shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited basis.
B. Consistent with City’s policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant’s employees or subcontractors on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited basis will not be tolerated. Consultant agrees that any violation of this provision shall constitute a material breach of the Agreement.
14. INDEMNIFICATION
A. Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its elected and appointed officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to City of Paramount
MASTER LEGAL SERVICES AGREEMENT Page 7 of 18
property or persons, including wrongful death, in any manner to the extent caused by errors or omissions or willful misconduct of Consultant, its officials, officers, employees, subcontractors, or agents in connection with the performance of the Consultant's Services or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its elected or appointed officials, officers, employees, agents, or volunteers.
B. Payment by City is not a condition precedent to enforcement of this indemnity.
In the event of any dispute between Consultant and City, as to whether liability arises from the negligence of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
15. LEGAL RESPONSIBILITIES
The Consultant shall keep informed of state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of the Services pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section.
16. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by:
• personal service,
• delivery by a reputable document delivery service (e.g., Federal Express), which provides a receipt showing date and time of delivery, or • United States mail, certified mail, postage prepaid, return receipt requested, addressed to the party as set forth below or at any other address as that party may later designate by notice:
City of Paramount
MASTER LEGAL SERVICES AGREEMENT Page 8 of 18
To CITY: City of Paramount
John Moreno, City Manager
16400 Colorado Avenue
Paramount, CA 90723
To CONSULTANT: Richards, Watson & Gershon
Nicholas R. Ghirelli
1 Civic Center Circle
P.O. Box 1059
Brea, CA 92822-1059
17. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.
18. PERMITS AND LICENSES
Consultant will obtain and maintain during the term of this Agreement all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
19. GOVERNING LAW
City and Consultant 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. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.
20. ENTIRE AGREEMENT
This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.
21. SEVERABILITY
Any part, provision, or representation of this Agreement or any of its exhibits, including, but not limited to Exhibit “A” and Exhibit “B”, which is prohibited or which is held to be void or unenforceable by a court of competent jurisdiction, shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
City of Paramount
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22. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants and represents that it has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
23. CONSTRUCTION; REFERENCES; CAPTIONS
Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents of Consultant, except as otherwise specified in this Agreement. All references to City include its elected and appointed officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
24. WAIVER
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
25. NO THIRD-PARTY BENEFICIARIES
There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
This Agreement shall be deemed to have been executed and entered into in the City of Paramount, County of Los Angeles, and State of California.
IN WITNESS WHEREOF, the undersigned execute this Agreement on the date first written above.
-SIGNATURES ON FOLLOWING PAGE-
City of Paramount
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CITY OF PARAMOUNT RICHARDS, WATSON & GERSHON
By:
Annette C. Delgadillo, Mayor
By:
Nicholas R. Ghirelli, Shareholder
ATTEST:
By:
Heidi Luce, City Clerk
City of Paramount
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EXHIBIT “A”
COMPENSATION RATE SCHEDULE
FOR CITY OF PARAMOUNT
Richards, Watson & Gershon will provide Nicholas (“Nick”) Ghirelli to serve as City Attorney; Roxanne (“Roxanne”) Diaz as Assistant City Attorney; and Lindsay (“Lindsay”) Thorson as Planning Commission Attorney. Legal services provided by Richards, Watson & Gershon (“RWG”) to the City of Paramount (“City”) shall be billed to, and compensated by, the City as follows:
A. General Services.
All legal services that are not defined below as Special Services, Litigation Services, Third-Party Services, or Paralegal Services, shall be defined as General Services.
General Services include, without limitation, the following services unless performed in regard to services defined as other than General Services:
1. In-person attendance by the City Attorney or Deputy City Attorney at City Council meetings unless excused by the City Manager;
2. In-person attendance by the City Attorney, Deputy City Attorney, or Planning Commission Attorney at Planning Commission meetings at the designation of the City Manager;
3. Office hours or other communications with City staff and legal services provided to the City;
4. Attendance at Executive Team meetings, City staff meetings, and any other meetings of Commissions and Committees on an as needed basis as directed by the City Manager;
5. Legal research and legal advice, opinions, assistance, and consultation related to municipal law issues to the City Council and Planning Commission, and their various committees and sub-committees, the City Manager, and City staff;
6. Preparation and review of legal opinions, staff reports, ordinances, resolutions, agreements, forms, notices, certificates, deeds, leases/licenses, and other documents for the City Council or Planning Commission as requested;
7. Oversight of legal matters handled by outside counsel;
8. Legal services for entities created by the City Council;
9. Advice to the City Council, Commissioners, and City staff related to the Brown Act, AB 1234, conflicts of interest, the Political Reform Act, meeting parliamentary procedures, and other legal requirements imposed by statute, including periodic training as specified above;
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10. Written updates to new state or federal legislation or judicial decisions and suggest action or procedures to ensure compliance; and
11. Such other similar legal services as may be directed by the City Council or City Manager from time to time.
The extent of RWG’s onsite presence will be set and structured in consultation with the City Manager.
General Services shall be billed to, and compensated by, the City at a composite hourly rate of $255 per hour for all attorneys for the first 1-100 hours and then at a composite rate of $270 per hour for 101+ hours.
RWG will provide without charge one two-hour AB 1234 training session each fiscal year and up to 10 hours of training each fiscal year on topics mutually agreed upon with the City Manager. Any additional time spent preparing for and providing training would be billed on an hourly basis as General Services. Travel time for General Services will be billed at the General Services Rate.
B. Special Services.
Special Services are defined to include the following advisory (non-litigation) services:
1. Real Estate matters;
2. Labor and Employment matters;
3. Environmental Law Services, including but not limited to, Hazardous Waste, Clean Air Act, and Clean Water Act issues;
4. Advisory services in connection with complex land use matters, which are defined to mean negotiation, drafting, and related CEQA and/or NEPA work on (a) development agreements and related entitlements, (b) entitlements for land use projects of twenty (20) or more residential units, (c) commercial or mixed use projects in excess of two (2) acres;
5. Housing legal services on tasks or projects requiring ten (10) or more hours;
6. Redevelopment/successor agency advisory matters;
7. Water and water rights law advisory matters;
8. Telecommunications matters;
9. Taxes, fees, and, charges matters (e.g. Proposition 218 & Mitigation Fee Act); and
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10. Advisory services related to public construction disputes.
Special Services will be billed to, and compensated by, the City at a composite hourly rate of $300 per hour for all attorneys. Travel time incurred for Special Services would be compensated at the Special Services rate.
C. Litigation Services.
Litigation Services are defined as the representation of the City in all aspects of the initiation, advancement, or defense of claims in litigation, arbitration, or mediation.
Additionally, Litigation Services include representation of the City in administrative proceedings before other public agencies. Litigation Services shall be billed to, and compensated by, the City at a composite hourly rate of $330 per hour for all attorneys. Travel time incurred for Litigation Services would be compensated at the Litigation Services rates.
D. Third-Party Services.
Third-Party Services are defined as legal services that the City elects to have reimbursed by third-parties and shall be billed to, and compensated by, the City at a ten percent (10%) discount from RWG’s then-standard hourly rates. Travel time incurred for Third-Party Services would be compensated at the Third-Party Services rates.
E. Paralegal Services.
Paralegal Services are defined as any work performed by paralegals in all substantive areas and all service classes described herein. Paralegal Services shall be billed to, and compensated by, the City at a composite hourly rate of $195 per hour for all paralegals. Travel time incurred for Paralegal Services would be compensated at the Paralegal Services rate.
F. Travel, Reimbursable Costs and Other Expenses.
RWG will not bill the City for travel time and mileage incurred by the City Attorney, Deputy City Attorney, and Planning Commission Attorney to and from the City for regular meetings of the City Council or City Planning Commission. Travel to and from the City for other matters will be billed at the equivalent of travel from RWG’s Los Angeles office. All other travel for City matters will be billed at actual time and mileage.
City shall reimburse RWG for expenses incurred in the provision of legal services.
Mileage will be charged based on the federal government’s standard mileage rate.
Other costs include copying documents ($.10/page), court fees, litigation costs, messenger and delivery services, and other similar costs. Such costs frequently are billed to the RWG from third-party vendors and therefore there sometimes will be a delay between the time such costs are incurred and the time they appear on your bill.
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G. Adjustments.
Commencing on July 1, 2026, and on each July 1 thereafter, the rates charged above automatically shall be increased by a percentage amount equal to the percentage increase in the United States Department of Labor, Bureau of Labor Statistics' Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach-Anaheim region statistical area ("(PI") for the twelve-month period ending on the immediately prior April 30. Should the Los Angeles-Long Beach-Anaheim CP| cease to be published in its entirety, or on a periodic basis ending on April 30, RWG and the City shall negotiate in good faith for a mutually acceptable alternative. Any other adjustments in the rates shall require prior approval of the City Council.
However, our rates will not increase by more than five percent (5%) in any given year without City Council approval even if the CPl increase exceeds that amount.
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EXHIBIT “B”
INSURANCE REQUIREMENTS
INSURANCE
1. Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section.
2. Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
A. Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (crossliability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
B. Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
C. Professional Liability (Errors & Omissions): Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement.
D. Commercial Automobile Liability Insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.
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E. Cyber Liability: Vendor shall maintain comprehensive cyber liability insurance with limits of $1,000,000 per occurrence/loss and $2,000,000 general aggregate. If the coverage is maintained on a claims-made basis, the Vendor shall maintain such coverage for an additional three (3) years following termination of the contract.
F. For Commercial General Liability and Commercial Automobile Liability (CGL Coverage): The City will be named as an additional insured, under the commercial general liability (“CGL”) insurance policy coverage, for all liability arising out of the operations by or on behalf of the named insured, and this CGL policy protects the additional insured, its officers, agents and employees against liability for personal and bodily injuries, deaths or property damage or destruction arising in any respect, directly or indirectly, in the performance of the contract.
(i) Each such CGL policy shall be endorsed with the following language: The City of Paramount, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (a) activities performed by or on behalf of the Named Insured, including the insured's general supervision of the Named Insured, (b) products and completed operations of the Named Insured, or (c) premises owned, leased or used by the Named Insured. (ii) This CGL policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any selfinsured retention the City may have, shall be considered excess insurance only and shall not contribute with it.
(iii) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured. (iv) The Additional Insured coverage under the Consultant’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04
13. G. Deductibles and Self-Insured Retentions: Any self-insured retentions must be declared to and approved by City. City reserves the right to require that selfinsured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
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3. Waiver of Subrogation. All policies of Commercial General Liability, Commercial Automobile Liability, and Worker’s Compensation shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, and agents to the extent of such coverage.
4. Evidence of Insurance. The Consultant shall deliver redacted copies of the required policies or original certificates of insurance and redacted or specimen endorsements issued by their insurer. The Consultant and its insurer are solely responsible for ensuring that the required insurance complies with this Agreement and provides adequate coverage for all services performed. The Consultant shall procure insurance policies that meet the stated standards.
At least fifteen (15) days before any policy expires, or within a reasonable time after policy renewal, the Consultant shall provide evidence of renewal or replacement coverage. If any policy is canceled or reduced, the Consultant must file evidence of reinstatement or replacement coverage within ten (10) days of receipt of written notice of the change.
The City may request copies of insurance policies and endorsements for informational purposes only, without assuming any obligation to verify compliance or adequacy.
5. Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
6. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
7. Enforcement of Agreement Provisions (non-estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
8. Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Agreement are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
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WORKER’S COMPENSATION INSURANCE CERTIFICATION
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE PARAGRPAHS BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this Agreement.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
My workers' compensation insurance carrier and policy number are:
Carrier
Policy Number
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of Paramount and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION
TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
By: _____________________________ Dated: __________________, 20_____ Nicholas R. Ghirelli, Shareholder
Richards, Watson & Gershon
1 Civic Center Circle
P.O. Box 1059
Brea, CA 92822-1059