1 LEGAL SERVICES AGREEMENT WITH
RICHARDS WATSON & GERSHON
This AGREEM ENT, made and entered into this 2nd day of December, 2025 , by and between Richards Watson & Gershon, a California Professional Corporation (“Attorneys”), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ( “City”). Collectively, City and Attorneys are also referred to as “the Parties.”
RECITALS
A. The City of Santa Ana and the City Attorney’s Office desire to employ Attorneys to assist the in-house attorneys for the City (“City Attorney”) in the provision of legal services to the City, for general municipal law advisory and litigation matters.
B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge providing general municipal law advisory and litigation services and desire to undertake said service.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows:
1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with general municipal advisory and litigation matters, including but not limited to, elections matters filed against the City and to defend the City, its employ ees and its officials. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter.
2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, all attorneys will bill their t ime at $335/hour, all paralegals will bill their time at $195/hour, and time will be billed in 1/10th of an hour increments.
b. The total sum to be expended under this Agreement for attorney’s fees and out of pocket expenses, during the initial term of this Agreement shall not exceed three hundred fifty thousand dollars and zero cents ($350,000.00). Parties agree that any remaining budget available from the initial term shall be made available for any optioned extension period. If needed, any increase in the overall compe nsation amount listed here, shall be subject to approval by the City Council of the City of Santa Ana.
c. The compensation includes payment of invoices since May 1, 2025. This amount is included and does not increase the not-to-exceed amount set forth above.
2 d. City agrees to reimburse Attorneys for out -of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement.
i. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page.
ii. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment and if pre-approved in writing by the City Attorney.
iii. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. iv. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City.
v. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants.
vi. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service.
vii. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice.
3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys’ discretion, they may choose to defer payment.
Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written refl ection of work performed and fees incurred. City will not pay interest on unpaid monthly statements.
City and Attorneys agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. City ackno wledges that Attorneys have executed the City’s standard ACH Vendor Payment Authorization and provide d required documentation, and, upon verification of the data provided, the City will be and is authorized to deposit payments directly into Attorneys’ account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as
3 hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement.
5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of mot ions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports:
a. 45-day initial evaluation of case and budget;
b. Pre-trial report 90 days before trial; and
c. Regular trial reports during trial.
6. TERM The term of this Agreement shall commence on the date first written above , and terminate on December 1, 2028, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended for up to one (1) year upon a writing executed by both Parties, including the City Manager and the City Attorney.
7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the Parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City.
8. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and mate rials supplied to City. Total cost of such insurance shall be borne by Attorneys.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Attorneys have no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 combined single limits. In the event Attorneys does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.
3. Workers’ Compensation (WC): as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per
4 accident, policy or employee, for bodily injury or disease. Coverage is not required if Attorneys has no employees and signs request to waive such insurance.
4. Professional Liability (PL)/ Errors and Omissions: with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 aggregate.
If Attorneys maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Attorneys’ CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Attorneys’ Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Attorneys’ CGL, AL, and WC policies which arise from work performed by Attorneys under this Agreement.
3. For any claims related to this contract, Attorneys’ insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply under the CGL and AL policies for all the additional insureds, ensuring that Attorneys’ insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
5. Insurance policies required herein other than PL/Errors & Omissions policies shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Laura Rossini, 20 Civic Center Plaza, M-29, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
5 Self-insured retentions must be declared to and approved by the City. Attorneys have declared to the City that they have a $250,000 self-insured retention for professional liability insurance and City has approved that level.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Attorneys shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Attorneys’ obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Attorneys may provide redacted policies or specimen forms in order to prevent the disclosure of material Attorneys deem confidential, privileged, or trade secret information.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys’ negligent or w rongful performance or conduct related to this Agreement.
10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City’s prior written approval.
Attorneys shall provide materials directly to the City Attorney, Sonia C arvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys‘ retention under this Agreement, shall be marked as “PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUC T” and shall be the property of the City Attorney’s Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in
6 a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement.
12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons:
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6956
Courtesy Copy: City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515
To Attorneys: Attention-Saskia Asamura, Esq.
Richards Watson & Gershon APC
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Fax (213) 626-0078
A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the Parties. In the event of a conflict between the terms of this Agreement
7 and any attachments hereto, the terms of this Agreement shall prevail. This Agreement ma y not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The Parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any Parties, which are not embodied herein.
14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delega tion or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City.
15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date.
Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in the Actions.
16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, o r disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
17. JURISDICTION – VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
18. MISCELLANEOUS PROVISIONS Each undersigned represents and w arrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
8 19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original.
Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement.
20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys’ opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written.
ATTEST:
_________________________
JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _________________________
LAURA A. ROSSINI
Chief Assistant City Attorney
CITY OF SANTA ANA
______________________
ALVARO NUÑEZ
City Manager
RICHARDS WATSON & GERSHON
A Professional Corporation
By: ______________________________
SASKIA ASAMURA
Shareholder