05/30/2025
1 RESTATED
CONTRACT SERVICES AGREEMENT FOR
CITY ATTORNEY SERVICES
CITY OF RICHMOND
This RESTATED CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES (the “Agreement”) is effective as of the _____ day of June, 2025 by and between the law firm of ALESH IRE & WYNDER, LLP, a California limited liability partnership (“A&W”), with its principal place of business at 18881 Von Karman Avenue, Suite 1700, Irvine, CA 92612 and the CITY OF RICHMOND, a municipal corporation established under its charter approved by the voters in 1909 (“City”). This Restated Agreement supersedes the prior agreement dated July 1, 2022 and the first amendment dated December 17, 2024 between the same parties. The term “City” shall also include all boards, commissions, financing authorit ies, and other bodies of City.
1. APPOINTMENT
City Council hereby appoints and hires Partner David J. Aleshire and A&W as its City Attorney to render such legal services as are customarily rendered by such official and as further specified herein, including attending meetings of the City Council, Planning Commission, Housing Authority, and all other City boards and commissions and their affiliated agencies, as directed by the City.
The designated City Attorney may be established from time to time or modified by resolution of the City Council . A&W represents that it employs, or will employ at its own expense, all personnel required for the satisfactory performance of any and all tasks and services set forth herein.
Notwithstanding the foregoing authority, it is expressly understood that the City employs a traditional in -house city attorney office with attorney s and administrative staff who shall be under the supervision of the City’s Chief Assistant City Attorney (“Chief Assistant”). The Chief Assistant works at all times under the direction and control of the City Attorney, but they shall also work as a team and the Chief Assistant, while consulting with the City Attorney as necessary, shall provide day-to-day supervision of in-house staff.
A&W shall not repl ace any designated City Attorney (or any successors to such pers on) without the City Council’s prior approval, except from time to time necessary due to minor illness or vacation s (when such illness or vacation is 14 days or less) . Approval of any such temporary substitute shall be obtained from the Mayor. For illnesses, vacations or other absences exceeding 14 days or anticipated to exceed 14 days , A&W shall strive to coordinate scheduling with the Chief Assistant and other key City Staff. A&W shall provide at least two weeks’ notice for vacations and other planned abs ences. Notice of unplanned absences shall be emailed to the Mayor and Chief Assistant as soon as practical by City Attorney or other A&W staff if the City Attorney cannot provide such notice . A&W shall work cooperatively with the Chief Assistant, City Manager and other key City Staff to ensure that legal work is being handled in an efficient and cost-effective manner.
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2. SCOPE OF WORK AND DUTIES
A&W shall perform any and all work necessary for the provision of City Attorney services to City, as set forth in the Municipal Code, including, but not limited to, the following:
(a) Attendance at City Council, Planning Commission , Housing Authority, Public Financing Authority, or other affiliated entities, unless excused by the Mayor or Vice Mayor; and (b) Provide legal advice, written legal opinions, and consultation on all matters affecting the City to the City Council, City Manager, boards, commissions, committees, officers, and employees of City and as request ed by the City Council, the City Manager, or their designee, in accordance with such policies and procedures as may be established by City from time to time; and
(c) Be available for consultation with City staff, personally, electronically, and telephonically, as needed on legal matters which are within their area of operation; and (d) Prepare or review necessary legal documents such as: ordinances, and resolutions; all agreements of any nature; all real property instruments of any nature including purchase agreements and escrows, leases, covenants, deeds, easements and licen ses; bond size, amount, and offering terms and conditions; public works construction documents including bid specifications, contracts, bonds, insurance, liens and related documents; memorandu m of understanding; franchise agreements; and all similar documents; and (e) The City Attorney shall interact with the in -house legal office in a manner to promote the efficiency and utility of the personnel, encourage their professional development, and cause legal affairs of the City to be successfully resolved; and (f) Represent and advise City on pending and potential litigation, in an efficient and expeditious manner, in any such litigation; A&W shall comply with the litigation guidelines as specified in Exhibit E ; it is expressly understood that A&W shall not be responsible for any pending litigation matter(s) handled by attorneys previously or otherwise employed by the City until all files have been transferred to A&W and A&W has specifically appeared in the matter(s) as attorneys of record on behalf of City; and
(g) Hold office hours at City Hall at a time agreed to with City Manager; and (h) Attend monthly meeting s with in-house attorney staff to discuss proje cts and workloads; and
(i) Monitor pending and current leg islation and case law as appropriate; and provide updates to all in house attorney staff and City Manager; and (j) Supervise outside legal services for major projects such a s Point Molate and Veolia, if any (The parties acknowledge that the intent has been that where A&W rates are lower than rates of outside counsel, A&W should provide such services; and 3 06/17/2025
(k) Provide representation to City in all of its legal affairs including, but not limited to, municipal law, land use, environmental, toxics, mining, water, tort defense, personnel, labor representation, code enforcement, criminal prosecution, redevelopment, housing, cable television, finance, franchising, contracts, enterprise and other matters, except where conflicts exist or where the City Council may otherwise direct. The City Attorney shall represent City in all of the for egoing legal matters, and in initiating and defending all litigation unless otherwise directed by the City Council . The parties acknowledge that the intent has been that where A&W rates and bi lling are lower than rates of outside counsel, A&W should provide such services.
This is not intended to disrupt ongoing legal services where history with a subject matter makes other outside counsel more efficient; and
(l) Keep City informed as to the progres s and status of all pending matters in accordance with such procedures as the City Council may establish from time to time; and (m) Manage, control and oversee the delivery of legal services in a competent, professional, and cost -effective manner . A&W shall in form the City Council of any perceived inefficiencies or problems with in house staff. Issues impacting A&W’s provision of services shall be promptly reported. All legal services provided by A&W shall be properly supervised and all personnel shall be qualified to handle the work assigned. If outside special counsel is retained, unless otherwise directed by the City Council, such special counsel shall be supervised by the City Attorney; and
(n) Provide monthly confidential written updates to the City Council , Chief Assistant City Attorney and City M anager on the status of major projects and high profile or high -risk litigation and provide quarterly reports on the cost of A&W services . The form of the updates shall be substantially similar to those agreed to by th e Council Subcommittee and the City Attorney on May 5 and May 15, 2025.
(o) Attend weekly meetings with the City Manager; and
(p) Attend monthly meetings with City Attorney staff.
All the foregoing legal services shall be coordinated under the direction of the Mayor, City Council, and Chief Assistant . Notwithstanding any other provision contained herein , any legal services can only be ultimately authorized by the City Council . Nothing in this Agreement shall be construed in any manner as limiting the ultimate and a bsolute discretion of the City Council, at any time, to assign or reassign any legal matter of the City from or to A&W.
To promote the efficient and cost-effective delivery of legal services, A&W shall fully cooperate with City staff and strive to improve working relationships with City staff. A&W shall refrain from handling non-legal work on City projects.
The services provided hereunder are more specifically described in Exhibit A.
3. CITY DUTIES
City agrees to provide such information, assistance, cooperati on, and access to books, records, and other information as is necessar y for A&W to effectively render its professional 4 06/17/2025
services under this Agreement. To the extent City desires services to be rendered on site, City, at City’s expense, will make available s ufficient office space, furniture, telephones, computers, facsimile machines, and administrative support, as may be necessary therefor. City further agrees to abide by this Agreement, and to in the future timely pay A&W’s bills for fees, costs, and expenses.
4. COMPENSATION
A&W’s fees will be charged on an hourly basis for all time actually expended . The compensation schedules are set forth in Exhibit A attached hereto and incorporated herein by this reference. Rates are computed based upon the hours of servi ce and the complexity of the work. A higher rate is charged for s pecial services, including a broad range of categories (litigation, personnel, labor, housing, toxics, solid waste , enterprise, etc.) and work actually reimbursed by third parties , which woul d otherwise be likely to be contracted out as special services at higher rates. Public finance matters are charged as set forth below in Section 5 and in the exhibits. All the work shall be performed in accordance with the Billing Policies of City attached as Exhibit B.
5. BOND OR FINANCIAL SERVICES
Bond or Financial Services shall mean those situations where A&W acts as Bond Counsel for City with regard to the issuance of securities by City . A&W shall be compensated for Bond or Financial Services at the rates shown on Exhibit A.
6. COSTS AND OTHER CHARGES
A&W may incur various c osts and expenses in rendering the legal services required by this Agreement which, if customary and necessary for the performance of legal services hereunder, shall be reimbursable by C ity. These costs and expenses are described in more detail in Exhibit A. City agrees to reimburse A&W for these costs and expenses in addition to the fees for legal services. All the work shall be performed in accordance with the Billing Policies of City incorporated in Exhibit B. Reimbursable costs shall not include any ove rhead or administrative charge by A&W or A&W’s cost of equipment or supplies except as provided herein.
A&W may determine it necessary or appropriate to use one or more outside investigators, consultants, or experts in rendering the legal services required (particularly if a matter goes into litigation). City will be responsible for paying such fees and charges . A&W will not, however, retain the services of any outside investigators, con sultants, or experts without the prior approval of Mayor or Chief Assi stant. A&W will select any investigators, consultants, or experts to be hired only after consultation with Mayor or Chief Assistant.
7. STATEMENTS AND PAYMENT
To assist with tracking costs, A&W shall render to City a statement for fees, costs, and expenses incurred on a monthly basis. Such statement(s) shall indicate the basis of the fees, including the hours worked, the hourly rate(s), and a brief description of the work performed .
Separate billing categories can be established to track costs associated with City funding categories or to track project costs, or such other basis as the City may direct. Reimbursable costs shall be separately itemized . A&W shall adhere to the Protocols and Guid elines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted 5 06/17/2025
to [email protected]. Bills will be reviewed by the City Manager and the Finance Director.
Payments shall be made by City within sixty (60) days of receipt of the statement, except for those specific items on an invoice which are contested or questioned and are returned by City with a written explanation of the question or contest, within thirty (30) days of receipt of the invoice. Payments made more than sixty (60) days after the due date shall draw interest at the legal rate.
The City is a member of the California Joint Powers Risk Management Authority (“CJPRMA”). If a case is reportable to CJRPMA, and assigned to A&W. A&W shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The Risk Manager shall be c opied on all correspondence sent to CJPRMA.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
8. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT
The experience, knowledge, capability and reputation of A&W, its partners, a ssociates, and employees, was a substantial inducement for City to ent er into this Agreement . Therefore, A&W shall not contract with any other person or entity to perform, in whole or in part, the legal services required under this Agreement without the wr itten approval of City. In addition, neither this Agreement, nor any interest herein, may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily, or by operation of law, whether for the benefit of creditors, or otherwise, without the p rior written approval of the City Council. Adding attorneys to A&W, changes in the partnership, name changes and similar changes shall not be deemed a transfer or assignment requiring approval of City or amendment hereof.
9. INDEPENDENT CONTRACTOR
A&W shall p erform all services required under this Agreement as an independent contractor of City, and shall remain, at all times as to City, a wholly independent contractor with only such obligations as are required under this Agreement . A&W, its attorneys and staff are not employees of the City and have no rights to PERS or other benefits that City employees may be entitled to. Neither City, nor any of its employees, shall have any control over the manner, mode, or means by which A&W, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth. City shall have no voice in the selection, discharge, supervision or control of A&W employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. A&W is being appointed as City Attorney pursuant to the Richmond City Charter Section III Section 9 and has the authority of that office as set forth in Section IV Section 3.
10. INSURANCE REQUIREMENTS
A&W shall maintain in full force and effect the following insurance policies:
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(a) Commercial general liability policy (bodily injury and property damage); (b) Worker’s compensation/employer’s liability policy;
(c) Business automobile liability insurance policy; and, (d) Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles as signed to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as required by City as defined in Exhibit F, attached to this Agreement and incorporated by this reference.
11. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California . All claims or controversies arising out of or related to performance under this Agr eement shall be submitted to and resolved in a forum within Contra Costa County.
12. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to A&W at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
13. TERM, DISCHARGE AND WITHDRAWAL
The term of this agreemen t shall expire December 31, 2025 unless extended by mutual agreement of the parties. It is the intent of the City to consider the performance of A&W during the period of June 2025 to December 2025 to determine if the hybrid City Attorney model works best for City and to make sure that communications have improved and that attendance at staff and City Manager meetings has improved. Notwithstanding the foregoing, City may discharge A&W at any time with four (4) affirmative votes of th e City Council . The City Attorney shall have no property interest in the position and works at will with no right to a hearing and may be discharged with or without cause. A&W may withdraw from City’s representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon at least sixty (60) days’ notice to City unless the Rules of Professional Conduct require other notice.
In the event of such discharge or withdrawal, City will pay A&W professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representa tion. City agrees to execute, upon request, a stipulation in such form as to permit A&W to withdraw as City’s attorneys of record in any legal action then 7 06/17/2025
pending. A&W shall deliver all documents and records of City to City , including attorney work product, or to counsel designated by City, and assist to the fullest extent possible in the orderly transition of all pending matters to City’s new counsel.
14. CONFLICTS
A&W has no present or contemplated employment which is adverse to City . A&W agrees that it shall not represent clients in matters either litigation or non -litigation against the City. However, A&W may have past and present clients or may have future clients, whic h, from time to time, may have interests adverse to City, and A&W reserves the right to represent such clients in matters not connected with its representation of the City except as provided below.
If a potential conflict of interest arises in A&W’s repres entation of two clients, if such conflict is only speculative or minor, A&W shall seek wa ivers from each client with regards to such representation. However, if real conflicts exist, A&W would withdraw from representing either client in the matter, and assist them in obtaining outside special counsel.
A&W maintains a strict policy forbidding political contributions in city council races in the cities they represent or propose to represent and will adhere to this policy as to the City. This policy is in conf ormity with the Ethics Policy adopted by the City Attorneys Department of the League of California Cities.
A&W agrees to secure the informed written consent of the City before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City, in its sole discretion, objects for any reason. Request for waivers will be submitted to the City Council for direction on whether the waiver or consent shall be agendized. This provisi on is intended to supersede all applicable rules of professional conduct relating to conflict of interest.
15. INTERPRETATION OF AGREEMENT AND FORUM
This Agreement shall be construed and interpreted both as to validity and performance of the parties in accorda nce with the laws of the State of California . In the event of any dispute hereunder, forum shall be the Superior Court, Contra Costa County.
16. INTEGRATED AGREEMENT; AMENDMENT
This Agreement contains all of the agreement of the parties and cannot be amended o r modified except by written agreement . This Agreement shall supersede that certain agree ment for special counsel services previously entered into between the parties . No prior oral or written understanding shall be of any force or effect with respect to t hose matters covered in this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.
17. AUDITS, RECORDS AND DOCUMENTATION.
(a) The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have acces s to, and the right to audit and reproduce any of A&W's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which A&W is properly entitled or for other purposes relating to the Agreement. A&W shall assist the City in 8 06/17/2025
responding to any requests from the City’s auditors, and A&W shall not bill the City for any time spent responding to any such audit requests.
(b) A&W shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. A&W shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or u ntil an audit has been completed and accepted in writing by City. Upon written notice by the City, A&W shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
18. INVALID PROVISIONS
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agr eement shall not be affected thereby.
19. LICENSE REQUIREMENTS.
A&W shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the Chief Assistant why such license is not required to perform the services required.
20. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.
A&W agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordin ance No. 12 -18). A&W must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.
22. NON-DISCRIMINATION.
A. A&W agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Said Section 2.28.030 is, by this reference, a part of this Agreement.
B. If A&W is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereu pon, City will have the power to cancel or suspend this Agreement, in whole or in part.
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21. INDEMNIFICATION.
A. A&W agrees to indemnify City, its officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of A&W, its agents, employees, subcontractors, or invitees, p rovided for herein or arising from the acts or omissions of A&W hereunder, or arising from A&W’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arises from the negligence or willful misconduct of City, its officers, agents or employees.
B. City agrees to indemnify A&W, its officers, employees and agents against and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs penalties, obligations, errors, o missions or liabilities (herein "claims or liabilities") that may be asserted or claims by any person, firm or entity arising out of or in connection with the work, operations or activities of A&W within the course and scope of its employment h ereunder, but nothing herein shall require City to indemnify A &W for liability arising from A&W’s own negligence, tortious acts, willful misconduct or legal malpractice.
22. CORPORATE AUTHORITY
The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that in so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. 10 06/17/2025
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of execution by the City.
DATED: ________________, 2025 “CITY”
CITY OF RICHMOND,
a municipal corporation
By:
Eduardo Martinez, Mayor
ATTEST:
Pamela Christian, City Clerk
DATED: ________________, 2025 “A&W”
ALESHIRE & WYNDER, LLP
By:
David J. Aleshire, Esq.
Exhibits
A. Scope of Services and Schedule of Charges
B. Billing Protocols and Guidelines
C. Project Plan and Budget
D. JPA Mandatory Case Reporting Policy
E. Litigation Guidelines
F. Insurance Requirements
G. Sanctuary City Compliance Statement
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EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF CHARGES
A. Description of Services
Generally, A&W when serving as contract City Attorney divides services into two categories: General and Special. Special services are those where City would generally be looking to outside counsel for special expertise. A&W rates for spec ial services are higher than for general services but less than other firms the City has been using.
With the support of the administrative staff and attorneys of the City Attorney’s Office, A&W shall perform any and all work for the provision of general and special municipal law services to City, including the following:
1. General Legal Services
General Legal Services include:
(a) Attending all City Council, Successor Agency Board of Directors, Planning and other Commission meetings. Providing City Counci l and other bodies with guidance relative to Rosenberg’s Rules of Order, open meetings, Brown Act, and other related procedural matters. (b) Providing conflict of interest assistance to elected and appointed officials and staff, and assisting officials and staff in seeking advice from the Fair Political Practices Commission.
(c) Attending departmental meetings, staff meetings or committee meetings as deemed necessary and appropriate or as requested by the City Manager or City Council. (d) Providing legal ad vice, counsel, services, consultation and opinions to City Council, City Manager and City staff on routine municipal assignments. (e) Performing general research and interpreting routine laws, court decisions and other legal matters in order to prepare le gal opinions and to advise the City Council, and management staff on legal matters pertaining to City operations. (f) Reviewing and/or preparing general staff reports, ordinances, resolutions, and other documents required by the City.
(g) Ensuring that cu rrent and future City ordinances, policies, procedures and practices comply with state an d federal law. Informing City Council and staff of routine recommended changes to City ordinances and practices, as needed. (h) Providing assistance to the City regarding election laws and assisting in review of election forms, filings, and coordination with county, state and federal election officials. (i) Monitor pending and current legislation and case law as appropriate.
City Attorney is expected to review the over-all performance of in-house office and make suggestions to the City Council and Chief Ass istant to improve system performance. City Attorney shall report to City Council. City Attorney shall also manage performance of outside legal counsel who are reportin g to the City Attorney and recommend the retention of legal counsel when necessary.
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2. Special Services
“Special” legal services include, but are not limited to , real estate, rent control, housing, labor and employment, enterprise funds, franchise negotiation s, major contract negotiations, municipal finance matters other than bonds and similar fi nancial services, environmental and toxics, water, energy, franchises, utilities and telecommunications, solid waste, mobile home matters, police and fire matters, lit igation services (although code enforcement and risk management are billed at their own rate), and similar matters requiring special expertise.
3. Code Enforcement/Risk Management
These rates are generally lower than for other litigation as that is true in th e marketplace.
However, for risk management, the rate will not exceed that permitted by CJPRMA.
4. Reimbursable
For legal services performed on matters where the City is reimbursed by a third party, such as development agreements, A&W charges at higher rates as described in the table below.
Though A&W special service rates are higher for special services than for general services, they are less than those generally charged by specialty firms, such as those specializing in development, employment, water and so forth.
B. Schedule of Fees & Charges:
RICHMOND
7/19/22-12/31/23 1/1/24-06/30/25 7/1/25-12/31/25
General: General: General:
$265 Partner $274 Partner/Of counsel $325 Partner/Of counsel $250 Associate $259 Associate $280 Associate
Special Services/
Litigation:
Special Services/
Litigation:
Special Services/
Litigation:
$345 Partner $336 Partner/Of counsel $400 Partner/Of counsel $265 Associate $274 Associate $300 Associate
RM / Code Enforcement or
CJPRMA Rate
RM / Code Enforcement or
CJPRMA Rate
RM / Code Enforcement or
CJPRMA Rate
$265 Partner $274 Partner/Of counsel $290 Partner/Of counsel $250 Associate $259 Associate $260 Associate
Reimbursable – 3rd Party
Paying:
Reimbursable – 3rd Party
Paying:
Reimbursable – 3rd Party
Paying:
$385 Partner $362 Partner/Of counsel $400 Partner/Of counsel $295 Associate $290 Associate $425 Associate
Reimbursable – 2: Reimbursable – 2:
$362 Partner/Of counsel $362 Partner/Of counsel
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$295 Associate $295 Associate
$160 Para/Law Clerk $165 Para/Law Clerk $180 Paral/Law Clerk $75 Document Clerk $78 Document Clerk $111 Document Clerk Public Finance Matters
$450 Partner
$300 Associate
C. Cost of Living Adjustment
Starting January 1, 2027, there will be a CPI adjustment (from July 1, 2026), with CPI rounded to the nearest dollar. The CPI shall be set by the Consumer Price Index (“CPI”) for the Contra Costa County area as published by the United States Government Bureau of Labor Statistics. CPI adjustments will be made every other year and shall be cumulative.
D. Reimbursement
Only those costs and expenses set forth in Section C of Exhibit “B”, entitled “Reimbursements” shall be paid to A&W.
E. Existing Accounts and Clarification
A&W establishes separate accounts for many matters. This allows the City to better track time. The accounts established thus far include the following.
Matter Code
Matter Code Description
0001 General Management
0002 Special Services
0003 Litigation
0004 Personnel
0005 Planning
0006 Public Works- Engineering
0007 Finance
0008 Port
0009 Major Contracts
0010 Police
0011 Code Enforcement
0012 Agency
0013 Housing
0013.1 Housing Authority RHA
0014 Refuse
0015 Franchise Cable
0016 Enterprise
0017 Veolia
0018 Reimbursable 3rd Party
0019 Risk Management
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0020 City Real Property-Projects
0021 Molate
0022 Campus Bay
0023 Butt
0024 Terminal 1
0025 Social Services-Unhoused
0026 Commissions/Committees
0027 Katz
0028 SWAPS/POBS/RCB
0029 RNT
0030 Labor
0031 City Attorney
0032 Wastewater
0033 PG&E
0034 Public Records
0035 Mira Flores
0036 Alvarez Martinez, Ivan Fabian (vs. City of Richmond, et al.) 0037 Gentle, Antoine Marquise (vs. Richmond Police Department) 0038 Sotelo, Jose (vs. City of Richmond, et al.)
0039 Hilltop (vs. City of Richmond)
0040 Chevron H2 Facility
0041 BTA
0042 Raven
0043 MetroWalk
0044 Riggers Loft Wine Company, a California Corp. (v. City of Richmond et al.) 0045 Marina Point (MPT)
0046 Craneway (CWY)
0047 Public Bank
0048 Elections
0049 Chevron - CV2
01337.0031/1051935.1 B-1
Exhibit B
BILLING PROTOCOLS AND GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billin g, budgeting, and planning for projects involving outside counsel. A&W will be required to comply with this protocol. Any changes to this protocol will need prior, written approval from the Chief Assistant.
A. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
1. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services.
2. Identification of the lawyer who is in charge of the matter.
3. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
4. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
5. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
6. The C hief Assistant may request various levels of detail and specific formats (such as columnar comparisons with established budgets).
B. BILLING GUIDELINES
1. All tasks set forth in A&W’s billing documentation shall be specific and detailed.
Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable.
2. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes be fore an increment is billed. A&W shall not use “block billing” procedures, wherein a list or ser ies of activities is done each day with only an aggregate amount of time specified.
3. A&W shall keep the City advised of the identity and billing rates of those p eople working on the project account.
4. All time should be billed within 30 days of the end of the month in which services were performed.
5. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will ex ceed the amount of the contract. When accrued billings are expected to exceed contract requireme nts, written notice shall be given to the City as soon as possible, via e -mail, to the City Attorney’s Office. A&W acknowledges the fiscal constraints on City f unding and therefore A&W assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds
01337.0031/1051935.1 B-2
the amount of the contract unless prior written authorization is received. The City Manager may authorize additional funds only to the extent needed to bring the matter to a regular City Council meeting.
6. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City must approve in advance the assignment of other attorneys to the litigation or project.
7. A&W shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the Chief Assistant.
8. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
9. City appreciates when A&W has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work A&W has done and billed another client for in the past.
10. The City does not allow “double bil ling” of any sort. If A&W is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter. This does not apply to necessary supervision of attorneys.
11. Training time is not billable. Law clerks may be used only with prior approval.
12. Although City will not pay for new attorneys to “get up to speed” o n a file unless it has been preapproved, City understands that files may be reassigned from prior law firms and time may be spent getting familiar with a file. In general, files will not be reassigned if the matter is in an advanced state and it would not be efficient to do so, unless there is specific Chief Assistant approval.
13. City reserves the right to require additional substantiation of any item of claimed expense.
C. REIMBURSEMENTS
1. The City will reimburse A&W for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.25 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
Transcription and reporter's fees; and
Reasonable tra vel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Manager. Travel expenses are limited to the lesser of actual expenses o r expenses that
01337.0031/1051935.1 B-3
would be authorized for City employee travel pursuant to City policy. In recognition that this contract requires the City Attorney’s presence weekly at City Hall, the parties have agreed to travel reimbursement policy which generally does n ot reimburse all of the City Attorney’s travel time.
Accordingly the reimbursement for expenses shall be a fixed fee of $500 plus two hours of travel time per trip. Attorney may bill for travel expenses one way for traveling from Southern California to Ric hmond.
After one year, this allowance may be increased with the approval of the City Council if it is demonstrated that it is recovering less than half of the expense. Additionally, Attorney may bill for travel time and reasonable expenses only when attend ing court appearances or meetings at destinations other than the City of Richmond.
2. Any expense other than those listed in section 1 must be approved by the City Manager in writing and in advance in an approved budget.
3. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services.
4. Court filings should be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
5. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs
6. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in A&W’s overhead. For example, time spent faxing, mailing, arranging for messengers and calendaring are not acceptable charges.
7. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill.
8. The practice of minimum billing charges is prohibited . Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. However, billing increments are .1.
9. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
01337.0031/1051935.1 C-1
Exhibit C
PROJECT PLAN AND BUDGET
(For City Attorney’s Office)
A. GOAL: Hybrid City Attorney’s Office Model
It is the goal of this contract arrangement to improve legal services being provided to the City of Richmond and reduce costs by implementing the following:
1. Retain the in -house City Attorney’s office team members who provide institutional knowledge, consistency, and on-site availability.
2. Replace a variety of outside firms with special expertise from a municipal firm , which will centralize these services , provide consistent oversight and leadership, and do so at a significantly lesser cost.
3. Centralize supervision of the services in the City Attorney ’s Office to enhance accountability and performance.
4. Develop the capacity and expertise of the core in-house team.
5. Provide greater responsiveness of legal services to the City departments at lesser expense.
6. Improve service delivery given the litigious environment and pressing City Council policy directives.
01337.0031/1051935.1 D-1
Exhibit D
CALIFORNIA JOINT POWERS RISK MANAGEMENT AUTHORITY
MANDATORY CASE REPORTING POLICY
The following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered pa rty’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. T he covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party b y its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the fi le, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross -complaints; a summary and a nalysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of lia bility; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary.
3) Defense counsel is responsible to rep ort, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel i s responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received. 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi -page deposition summary, but must, at a minimum, include a concise report o f major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case.
01337.0031/1051935.1 D-2
6) Finally, no later than sixty days before th e date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witne sses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defen se counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown th at defense counsel retained by the member entities of CJPRMA are high -caliber, hardworking attor neys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.
01337.0031/1051935.1 F-1
Exhibit E
LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
1. The City Council shall be kept informed of the initiation and progress of all litigation, including on at least a quarterly basis and whenever significant developments occur.
2. A&W shall consult the Chief Assistant regarding the component parts of litigation ha ndled by A&W so that the Chief Assistant, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
3. Cases should not be overstaffed and generally no more than a partne r and associate should be assigned but the Mayor, in consultant with the Chief Assistant, may ap prove a higher level of staffing.
4. All pleadings shall be submitted to the Chief Assitant for review prior to filing.
5. Copies of major work product, pleadings, mo tions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the Chief Assistant advised of any major developments in the lawsuit. Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
6. Generally, the City Council will rel y upon A&W for guidance on litigation strategy.
Nonetheless, prior approval from the Chief Assistant is necessary for demurrers, motions for summary judgment and discovery motions.
7. City expects that A&W will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Council immediately.
City’s intent is to have discovery be fair and open w ith the money spent on reviewing relevant items that are discovered, not on discovery battles.
8. Provide full descriptions of legal tasks performed. This will help the City Council follow case development and understand Firm’s strategy.
9. Some types of litigat ion-related expenses require prior approval by the C hief Assistant including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
01337.0031/1051935.1 F-2
Exhibit F
City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or rene w coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTR ACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an addit ional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liabi lity (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance.
If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
01337.0031/1051935.1 F-3
General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
F-4
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self- insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
F-5
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable
G-1
EXHIBIT G
SANCTUARY CITY COMPLIANCE
STATEMENT
The undersigned, an authorized agent of ________________________ (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S.
Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).
Contractor understands the meaning of the following terms used in the CCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting ” means data mining , threat modeling , predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.
Printed Name: Title: __________
Signed: Date:
Business Entity: ___________________
Vendor SCCO Compliance Statement (Augt2020)\