South Pasadena City Council
June 7, 2023

typically available to CALTRANS; (iv) allows for larger watershed-scale projects; and (v) leverages resources from other entities.

7. All services performed by AGENCY pursuant to this AGREEMENT are intended to be performed in accordance with all applicable Federal, State and AGENCY laws, ordinances, and regulations, and with CALTRANS published manuals, policies, and procedures. In case of a conflict between Federal, State and AGENCY laws, ordinances, or regulations, the order of precedence applicability of these laws shall be Federal, State and then AGENCY laws and regulations, respectively.

8. CALTRANS share of PROJECT funding is as follows:

FUND TITLE FUND SOURCE DOLLAR AMOUNT
SHA State of California $[X,XXX,XXX]
14 - 14
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

SECTION I
All sections of this AGREEMENT including the recitals are enforceable.

1. AGENCY has agreed to implement the PROJECT in accordance with Attachment IISCOPE SUMMARY. The SCOPE SUMMARY that is attached to and made a part of this AGREEMENT defines in detail the PROJECT’s scope of work, description, schedule, location and budget.

2. AGENCY will be responsible for all management, maintenance and operations, including costs of the constructed PROJECT.

3. AGENCY will develop and construct the PROJECT in accordance with the applicable laws, policies, practices, procedures and standards. This applies to all procurements, including land acquisitions, licenses and permits.

4. AGENCY shall prepare initial engineering and geotechnical assessments, and detailed design as well as acquire environmental reviews and right of way (ROW) needed for the PROJECT.

This work is equivalent to CALTRANS process of Project Initiation Document (PID), Project Approval & Environmental Document (PA&ED) and Plans, Specification and Estimate (PS&E). AGENCY will pay for, coordinate, prepare, obtain, implement, renew, and amend all permits needed to complete the PROJECT. AGENCY will prepare CEQA environmental documentation to meet California Environmental Quality Act (CEQA) requirements.

5. AGENCY will advertise, open bids, award, and approve the construction contract in accordance with the California Public Contract Code and the California Labor Code and will be responsible for the administration, acceptance, and final documentation of the construction contract.

6. CALTRANS shall reimburse AGENCY for actual costs of the PROJECT not exceeding the amount set forth in Section 8 below.

7. CALTRANS shall have the right to inspect the PROJECT work to be performed hereunder at any time during its progress and to make final inspection upon completion thereof. Failure of CALTRANS to object within 30 days after final inspection shall indicate satisfactory performance of this AGREEMENT by AGENCY.

8. The total amount CALTRANS will reimburse to AGENCY pursuant to this AGREEMENT shall not exceed [$X,XXX,XXX] (“Contract Sum”). Costs incurred by AGENCY for PROJECT work under this AGREEMENT in excess of the Contract Sum will be borne by AGENCY. It is understood and agreed that this AGREEMENT fund limit is an estimate and that CALTRANS will only reimburse the cost of services actually rendered as authorized by the CALTRANS Contract Manager or designee at or below the fund limitation amount set forth in this AGREEMENT and in accordance with the Budget included in Attachment II.

9. All administrative draft and administrative final reports, studies, materials, and documentation relied upon, produced, created or utilized for the PROJECT will be held in confidence to the extent permitted by law, and where applicable, the provisions of California Government Code section 6254.5(e) shall govern the disclosure of such documents in the event said documents are shared between the PARTIES. Parties will not distribute, release, or share said documents with anyone without prior written consent of the 14 - 15
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

party authorized to release said documents except: (i) to employees, agents, and consultants who require access to complete the work described within this AGREEMENT; or (ii) where release is required or authorized by law.

10. HM-1 is defined as hazardous material (including but not limited to hazardous waste) that requires removal and disposal pursuant to Federal or State law, whether it is disturbed by the PROJECT or not. HM-2 is defined as hazardous material (including but not limited to hazardous waste) that may require removal and disposal pursuant to Federal or State law, only if disturbed by the PROJECT.

11. CALTRANS, independent of the PROJECT costs, is responsible for any HM-1 found within existing CALTRANS ROW. CALTRANS will undertake HM-1 management activities with minimum impact to the PROJECT schedule and will pay all costs associated with HM-1 management activities.

12. CALTRANS has no responsibility for management activities or costs associated with HM1 found outside the CALTRANS existing ROW. AGENCY, independent of PROJECT costs, is responsible for any HM-1 found within PROJECT limits outside existing CALTRANS ROW, and will pay, or cause to be paid, all costs associated with HM-1 management activities. AGENCY will undertake, or cause to be undertaken, HM-1 management activities with minimum impact to the PROJECT schedule.

13. If HM-2 is found within the limits of the PROJECT, the AGENCY responsible for advertisement, award, and administration (AAA) of the PROJECT construction contract will be responsible for HM-2 management activities. Any management activity cost associated with HM-2 is a PROJECT construction cost.

14. This AGREEMENT may only be amended or modified by mutual written agreement of the PARTIES.
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[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

SECTION II- GENERAL PROVISIONS

1. TERMINATION
A. This AGREEMENT may be terminated by the PARTIES upon mutual written agreement.

In the event of a termination CALTRANS will reimburse AGENCY all allowable, authorized, and non-cancelable obligations and costs incurred by AGENCY prior to the termination.

B. CALTRANS reserves the right to terminate this AGREEMENT before the AGENCY awards the PROJECT construction contract or begins to do project work. CALTRANS will reimburse AGENCY reasonable, allowable, authorized and non-cancelled costs up to the date of termination that are attributable to the PROJECT.

C. This AGREEMENT will terminate upon completion of PROJECT when all PARTIES have met all scope, cost, and schedule commitments included in this AGREEMENT and have signed a closure statement, which is a document signed by the PARTIES that verifies the completion of PROJECT, except that all indemnification, document retention, audit, claims, environmental commitment, pending legal challenge, hazardous material, operation, maintenance and ownership provisions of this AGREEMENT will remain in effect until terminated or modified by mutual written agreement.

D. AGENCY has sixty (60) days after the date this AGREEMENT is terminated or expires, or such other time agreed upon in writing by the PARTIES, to submit invoices to CALTRANS to make final allowable payments for PROJECT costs in accordance with the terms of this AGREEMENT. Failure to submit invoices within this period may result in a waiver by AGENCY of its right to reimbursement of expended costs.

2. BUDGET CONTINGENCY CLAUSE
All obligations of CALTRANS under the terms of this AGREEMENT are subject to the appropriation of resources by the Legislature, and the State Budget Act authority. It is mutually agreed that if the State Legislature does not appropriate sufficient funds for the program, this AGREEMENT shall be amended if possible to reflect any reduction in funds, but nothing herein obligates the PARTIES to provide additional funding or proceed if sufficient funding is unavailable.

3. ALLOWABLE COST, PAYMENTS AND INVOICING
A. The method of payment for this AGREEMENT will be based on actual allowable costs.

CALTRANS will reimburse AGENCY for expended actual allowable direct costs and indirect costs, including, but not limited to labor costs, employee benefits, travel (overhead is reimbursable only if the AGENCY has an approved indirect costs allocation plan) and contracted consultant services costs incurred by AGENCY in performance of the PROJECT work, not to exceed the Contract Sum of the PROJECT.

B. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in the performance of the PROJECT work. AGENCY must not only have incurred the expenditures on or after the EFFECTIVE DATE of this 14 - 17
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

AGREEMENT and before the date it is terminated or expires, but must have also paid for those costs to claim any reimbursement.

C. PARTIES will agree upon CALTRANS’ annual reimbursement of the PROJECT costs, throughout its duration. Total reimbursement will not exceed the Contract Sum (as defined in Section I above). The encumbered funds are to be expended and invoiced to CALTRANS by AGENCY by May 1 of the third fiscal year from the fiscal year CALTRANS encumbered them. Any funds encumbered, but not expended by the end of the third fiscal year, will not be reimbursed to AGENCY by CALTRANS.

D. Travel, per diem, and third-party contract reimbursements are PROJECT costs only after those hired by AGENCY to participate in the PROJECT incur and pay those costs.

Payments for travel and per diem will not exceed the rates paid rank and file state employees under current California Department of Human Resources rules current at the EFFECTIVE DATE of this AGREEMENT.

E. CALTRANS will reimburse AGENCY for all allowable PROJECT costs no more frequently and no later than monthly in arrears and as promptly as CALTRANS fiscal procedures permit upon receipt of itemized signed invoices. Invoices shall reference this AGREEMENT Number and shall be signed and submitted electronically to the Contract Manager at the following address:
[[email protected]] cc: [email protected] If electronic submittal is not possible, mail invoice to:

California Department of Transportation
Division of Environmental Analysis – Fiscal Analysis Unit, MS 27 1120 N Street, Sacramento, CA 95814-5680
F. Invoices shall include the following information:
1) Invoice Cover Sheet The invoice cover sheet summarizes the previous, current and total amounts billed for the AGREEMENT. Details included on the cover sheet are:
a. “INVOICE” near top of page
b. Invoice Date
c. Contract Number (D43CIAxx000x)
d. Invoice Number [minimum format: City Initials-3-digit Invoice Number (XXX001)] e. Billing period (performance period), specified with beginning and ending dates (towards top of page). All work performed must be during the billing period.

Invoice billing periods must not overlap.
f. Brief description of the work performed
g. Summary of total dollar amount billed to date
i. Previous month invoice balance
ii. Amount billed this month
iii. Total amount billed including current invoice amount h. Total amount due
i. Summary of charges
14 - 18
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

i. AGENCY (municipality) labor costs
ii. Sub-Vendor labor costs (consultant)
iii. Sub-vendor direct costs (materials, equipment, miscellaneous itemized costs)
iv. Other direct costs
j. Discounts (if applicable)
k. Remittance information including name and address [MUST match Payee Data Record Declaration of Business Location (Form FA-204) submitted at contract execution or on file]
l. AGENCY Contract Manager’s name, address and phone number m. AGENCY Contract Manager’s signature and signature block n. CALTRANS Contract Manager’s name and address
o. CALTRANS Contract Manager’s signature block.
2) Invoice and Supports
All invoice charges must match the rates on the contract cost proposal and personnel request. (Changes in billing rates must be approved before billing.) The CALTRANS’ Contract Manager must be provided invoices or other documentation with sufficient detail to verify the charges are allowable under this AGREEMENT with sufficient support to allow them to verify charges. Supporting documentation, such as receipts, is required for all costs included on the invoice that are not for hourly or sub-contract labor.

AGENCY labor charges need to show person’s name, hours worked, billing rate and brief description of work performed. Supporting documents (timesheet or payroll report) need to be provided. These documents need to include:
a. Name (first and last)
b. Hours charged
c. Brief description -- identify the work is for the project funded by the Cooperative Implementation Agreement
d. Month, day and year of the charges (must be within the billing period) e. Worker and supervisor’s signatures (Exceptions can be made for electronic timesheets.) All overtime must be approved in advance by the CALTRANS Contract Manager.

Direct costs (such as material costs, vehicle rental) are reimbursable. These costs need to be verified, therefore, a copy of the receipt, paid purchase order or other documentation that shows the items and cost needs to be attached to the invoice.

AGENCY personnel travel costs may be reimbursed according to the Consultant and Contractor travel guidelines located on the CALTRANS’ website at:
www.dot.ca.gov/hq/asc/travel/ch12/1consultant.htm. The Travel Expense Claim (TEC) form is available at: www.dot.ca.gov/hq/asc/travel/ch5/1tec.htm.

Subcontractor costs are reimbursed after providing a copy of the paid invoice. This invoice needs to show that the AGENCY contract manager reviewed and approved the 14 - 19
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

payment. CALTRANS requires its vendors to submit proof of costs incurred, such as timesheet or payroll records, travel reimbursement form (that includes the reason and dates for travel) with receipts, receipts for materials, lab services or other items) and CALTRANS assumes the AGENCY has similar requirements that are documented. 3) Progress Reports
Each invoice needs to be accompanied by a progress report for the billing period. This report includes:
a. Work performed during the billing period (can be in a bullet format) b. Contract progress estimate -- percentage of work completed (not dollar based) c. Work anticipated during the next billing cycle (can be in a bullet format) d. Total amount spent during the billing period (AGENCY personnel, AGENCY direct costs, subcontractor costs and total)
e. Total amount spent to date (AGENCY, subcontractor, total) f. CIA not to exceed amount
g. Percentage of Cooperative Implementation Agreement (CIA) funds used to date. [Total (AGENCY and subcontractor)/CIA not to exceed amount)]

4. COST PRINCIPLES
A. If PARTIES fund any part of PROJECT with state or federal funds, each PARTY will comply, and will ensure that any sub-recipient, contractor or subcontract hired to participate in PROJECT will comply with the federal cost principles and administrative requirements of 2 CFR, Part 200. These principles and requirements apply to all funding types included in this AGREEMENT.

B. Any PROJECT costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Title 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the PARTIES hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS.

C. The PARTIES will maintain and make available to each other all PROJECT related documents, including financial data, during the term of this AGREEMENT. PARTIES will retain all PROJECT-related records for three (3) years after the final payment voucher.

5. INDEMNIFICATION
Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this AGREEMENT. It is understood and agreed that AGENCY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, 14 - 20
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

6. RETENTION OF RECORDS/AUDITS
A. AGENCY, its contractors, subcontractors and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred PROJECT costs. The accounting system of AGENCY, its contractors, all subcontractors, and subrecipients shall conform to Generally Accepted Accounting Principles (GAAP), shall enable the determination of incurred costs at interim points of completion, and shall provide support for reimbursement payment vouchers or invoices. All books, documents, papers, accounting records and other supporting papers and evidence of performance under this AGREEMENT of AGENCY, its contractors, subcontractors and sub-recipients connected with PROJECT performance under this AGREEMENT shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government during business hours with appropriate notice. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors and sub-recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs under this AGREEMENT, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits.

B. AGENCY, its sub-recipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other AGENCY of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this AGREEMENT.

C. This AGREEMENT shall be subject to a pre-award audit prior to execution of the AGREEMENT to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs.

D. CALTRANS, the state auditor, and the Federal Government, (if the PROJECT utilizes federal funds), will have access to all PROJECT-related records held by AGENCY or by any party hired by AGENCY to participate in PROJECT.

E. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation.

F. Upon completion of the final audit, AGENCY has thirty (30) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit. 14 - 21
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

7. DISPUTES
A. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level.

If they cannot resolve the dispute themselves, the CALTRANS Chief Environmental Engineer and the executive officer of AGENCY will attempt to negotiate a resolution.

B. If PARTIES do not reach a resolution, AGENCY’s legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

C. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the PROJECT in accordance with the terms of this AGREEMENT.

However, if either PARTY stops fulfilling PROJECT obligations, the other PARTY may seek equitable relief to ensure that the PROJECT continues.

D. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or 45 calendar days after filing the written mediation request, whichever occurs first.

E. PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. The prevailing PARTY will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this AGREEMENT or to enforce the provisions of this article including equitable relief.

F. Additional Dispute Remedies. PARTIES maintain the ability to unanimously pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.

8. RELATIONSHIP OF PARTIES
It is expressly understood that this AGREEMENT is an agreement executed by and between two independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party.

9. NOTIFICATION OF PARTIES
A. AGENCY: [Project Manager name, title, email address and phone number].

B. CALTRANS: [Contract Manager name, title, email address and phone number].

C. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the PARTIES at their respective addresses:
[AGENCY]
[AGENCY Contact for Notices]
[AGENCY address]
California Department of Transportation
Division of Environmental Analysis - MS 27
Attention: [Contract Manager]
1120 N Street, Sacramento, CA 95814-5680
14 - 22
[AGENCY INPUT] [AGENCY name]
[CALTRANS INPUT] CIA No. D43CIAxx0001

SECTION III ATTACHMENTS
The following attachments are incorporated into and are made a part of this AGREEMENT by this reference and attachment.

I. AGENCY Resolution, Certification of Approval, order, motion, ordinance or other similar document from the local governing body authorizing execution of the AGREEMENT.

II. Scope of Work, Description, Schedule, Location and Budget.

SECTION IV- SIGNATURES
Signatories may execute this AGREEMENT through individual signature pages provided that each signature is an original. This AGREEMENT is not fully executed until all original signatures are attached. PARTIES are empowered by California Streets and Highways Code (SHC) sections 114 and 130 to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and covenant to have followed all the necessary legal requirements to validly execute this AGREEMENT.

STATE OF CALIFORNIA [AGENCY] DEPARTMENT OF TRANSPORTATION Signature: Signature:

Print Name: [CONTRACT MANAGER] Print Name: [NAME]
Title: Stormwater Coordinator Title: [Title]
Date: Date:

Signature: Signature:

Print Name: SHAILA CHOWDHURY Print Name: [NAME]
Title: Assistant Chief, Division of
Environmental Analysis
Title: [Title]
Date: Date:

Signature: :

Print Name: PHIL STOLARSKI
Title: Chief, Division of
Environmental Analysis
Date:
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City Council
Agenda Report
DATE: June 7, 2023
FROM: Armine Chaparyan, City Manager ,AU
PREPARED BY: Tamara Binns, Assistant to the City Manager SUBJECT: Resolution Denouncing Antisemitism
Recommendation
ITEM NO.

It is recommended the City Council discuss and consider adopting a resolution denouncing antisemitism.

Executive Summary
The City received a letter from the Jewish Federation of the Greater San Gabriel and Pomona Valleys requesting the City Council's support to bring forward a resolution denouncing antisemitism, hatred, and prejudice. Subject to the letter, the Jewish Federation requested South Pasadena take several steps in support of the Jewish community, including adopting the International Holocaust Remembrance Alliance's (IHRA) working definition on antisemitism (included in the resolution), and adopting a resolution denouncing and condemning antisemitism.

Background
Antisemitism, including harassment on the basis of actual or perceived Jewish origin, ancestry, ethnicity, identity, affiliation, or faith, remains a persistent, pervasive, and disturbing problem in contemporary American society. The Anti-Defamation League's (AOL's) 2021 Audit of Anti-Semitic Incidents in the United States recorded 2,717 acts of assault, vandalism, and harassment in 2021 alone, an average of more than seven incidents per day; a thirty-four percent increase from 2020 and the highest year of incidents on record since ADL began tracking anti-Semitic incidents in 1979. According to the American Jewish Committee's 2021 State of Antisemitism in America report, one in four American Jews has been the target of antisemitism over the past 12 months including verbal or physical attacks, harassment on line or on social media. Discrimination on the basis of religion, race, and ethnicity is unlawful under the County's human rights law, as well as under state and federal law. Staff has prepared a resolution denouncing antisemitism for the City Council's consideration.

Analysis
The City of South Pasadena will continue to promote inclusion and equity, and will stand up to bigotry, hatred, intolerance, racism, and violence as reaffirmed in the following Resolutions:

Resolution Denouncing Antisemitism
June 7, 2023

• December 21, 2016, the City adopted Resolution 7491, asserting the belief that diversity of backgrounds, perspectives, and experiences of the American people – native and immigrant – makes our nation, communities, bonds between neighbors, and economies richer and stronger.
• August 5, 2020, the City adopted Resolution 7673 Affirming the City of South Pasadena’s Commitment to Diversity and to Safeguarding the Civil Rights, Safety and Dignity of all our residents.
• February 2, 2022 the City adopted Resolution 7750 Condemning the City’s History as a Sundown Town and Past Practices of
Institutionalized Racism.

The City’s Social Services and Social Justice Team, included under the City Manager’s Office, will support all efforts to denounce Antisemitism and promote efforts to bring awareness to the issue.

The Resolution Denouncing Antisemitism for Council consideration, from the Jewish Federation of the Greater San Gabriel and Pomona Valleys, has the been adopted by Claremont, Upland, Monrovia, Alhambra, Sierra Madre, Temple City, Diamond Bar, Pasadena, Walnut, and San Gabriel.

Fiscal Impact
While there is no direct cost, existing staff is facilitating the work related to this Resolution and initiatives are included in the budget for Social Services including the Social Services Resource Guide and annual resource forum.

Key Performance Indicators and Strategic Plan
This item is in line with the City Vision Statement.

We are a culturally and economically diverse, and fiercely independent community that cherishes creativity, education and our small town character, committed to building a more just and environmentally and financially sustainable future.

Commission Review and Recommendation
This item was not reviewed by a commission, but is in line with the expansive community input and engagement obtained for Sundown Town Resolution 7750.

Attachment:

1. Resolution

2. Letter from the Jewish Federation of the Greater San Gabriel and Pomona Valleys
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ATTACHMENT 1
Resolution
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Resolution No. XXXX
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SOUTH PASADENA, CALIFORNIA, CONDEMNING AND

REJECTING ANTISEMITISM AND SUPPORTING THE

INTERNATIONAL HOLOCAUST REMEMBRANCE ALLIANCE
BY AFFIRMING SOUTH PASADENA’S COMMITMENT TO

ENSURING OUR COMMUNITY IS A SAFE AND WELCOMING
PLACE
WHEREAS, the City of South Pasadena is committed to inclusion and advancement of diversity and equity for people of all races, ethnicities, national origins, religions, ages, genders, and backgrounds; and
WHEREAS, the City of South Pasadena takes great pride in diversity and respect for all people, and the Jewish community is an important part of the City’s fabric, recognizing our diversity as a key strength for the City and our character; and WHEREAS, the City of South Pasadena supports national, state, and local government efforts directed at eradicating antisemitism and all forms of hatred, and supports expanded education programs, including Holocaust programs, to counter intolerance and discrimination; and
WHEREAS, the City of South Pasadena condemns antisemitism in all its forms, including: hatred and prejudice directed towards Jewish community members; stereotypes or conspiracy theories about Jews; Holocaust denial or distortion, and; extremist indoctrination or recruitment related to any form of antisemitism; and
WHEREAS, the City of South Pasadena affirms that hatred and bias in any form are not acceptable in our community. The City of South Pasadena remains committed to our vision of welcoming and serving the people of South Pasadena to create a community that offers a premier quality of life; and
WHEREAS, the Anti-Defamation League (ADL) recorded 3,697 incidents of assault, harassment, and vandalism in 2022, a 36% increase over 2021 reported incidents. The ADL also reported that widespread belief in antisemitic conspiracy theories and tropes nearly doubled since 2019 and remain at the highest levels in 30 years; and
WHEREAS, FBI Director Christopher Wray stated in November 2022, “63% of religious hate crimes are motivated by antisemitism—targeting a group that makes up just 2.4% of our population”; and
WHEREAS, the California Attorney General’s 2021 Hate Crime in California Report shows that hate crimes reported in California increased 32.6% over the prior year and remain at their highest level since 2001, with anti-Jewish bias events increasing 32.2% from 115 to 152 incidents from 2020 to 2021; and
WHEREAS, any victims of antisemitism in the City of South Pasadena are urged to report any incidents — as hate crimes or bias-related events — so that local law enforcement can respond, track such incidents, and bring perpetrators to justice; and WHEREAS, the City of South Pasadena, on behalf of its citizens and as supporters and allies of our Jewish community, does hereby proclaim the City of South Pasadena’s condemnation of antisemitism. The City of South Pasadena strongly stands against hate, 15 - 5
Resolution No. XXXX
bias, or violence based on identity and remains committed to the principles of nondiscrimination and human rights. In South Pasadena, we are better together;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH PASADENA DOES RESOLVE AS FOLLOWS:

1. That the City of South Pasadena condemns all forms of hate, racism, and violence perpetrated, tolerated, or encouraged by any group or individual.

2. That the City of South Pasadena supports our Jewish community members and condemns racism, intolerance, hate, and violent attacks against them.

3. That the City of South Pasadena recognizes the International Holocaust Remembrance Alliance’s (IHRA) working definition of antisemitism as “a certain perception of Jews, which may be expressed as hatred towards Jews. Rhetorical and physical manifestations of antisemitism are directed toward Jewish or non-Jewish individuals and/or their property, toward Jewish community institutions and religious facilities.”

4. That the City of South Pasadena will continue to work alongside the American Jewish Committee, the Anti-Defamation League, the United States Conference of Mayors, and Jewish Federation of the Greater San Gabriel and Pomona Valleys utilizing the City’s Social Services and Social Justice Team, to combat and denounce antisemitism.

5. That the City of South Pasadena is committed to protecting all residents and families no matter their ethnicity, national origin, race, faith, sexual orientation, or gender and is committed to inclusion and advancing equity and justice for all people. Every person in South Pasadena deserves to be treated fairly, with dignity, and to have their humanity, existence, history, and contributions valued.

6. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED and ADOPTED this 7th day of June, 2023 Jon Primuth, Mayor
City of South Pasadena
ATTEST: APPROVED AS TO FORM:

Mark Perez, Deputy City Clerk
City of South Pasadena
Andrew Jared, City Attorney
City of South Pasadena
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ATTACHMENT 2
Letter from Jewish Federation of Greater San
Gabriel and Pomona Valleys
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President
Julie Solberg
Vice President
David Levy
Chief Financial Officer
John Carlton*
Secretary
Julie Bank
Board of Governors
Mickey Bernath
Avi Bilu
Julie Gamberg
Lawrence Lurvey
Jeanine Mann
Stuart Miller*
Oran Reznik
*
Past Federation President
Executive Director
Jason Moss, MSW, MAJCS
Program and Community
Outreach Director
Rebecca Russell
Cultural Arts
Program Coordinator
Cantor Judy Sofer
Operations and
Communications Manager
Karen Galeana
PJ Library and PJ OurWay
Program Coordinator
Debby Singer
PJ Library and PJ OurWay
Program Assistant
Robyn Brahinksy
Camp Gan Shalom Director
Annabella Tornek
JEWISH

FEDERATION OF THE GREATER SAN

AND POMONA VALLEYS
April 18, 2023
Mayor Michael A. Cacciotti
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Dear Mayor Cacciotti,
Allow me to reintroduce myself to you since it has been a while. My name is Jason Moss and I
am the Executive Director of the Jewish Federation of the Greater San Gabriel and Pomona Valleys. The mission of the Jewish Federation is to build community by strengthening and enhancing Jewish life for the estimated 30,000 - 45,000 Jews living between Glendale and Rancho Cucamonga. We do this by providing programs and services that support the needs of the Jewish community and act as the Jewish voice on issues that affect the greater Jewish community.

It is in this capacity that I
am writing you today to share with you that the Jewish
community is on edge.

Our country has witnessed an unprecedented spike in antisemitic incidents and attacks over the last several years. In its Audit of Antisemitism Incidents 2021, the Anti-Defamation League (ADL) recorded 2,717 incidents of assault, harassment, and vandalism. The ADL also recently reported that widespread belief in antisemitic conspiracy theories and tropes nearly doubled since 2019 and the highest levels in 30 years. In November 2022, FBI Director Christopher Wray stated, "A full 63% of religious hate crimes are motivated by antisemitism—targeting a group that makes up just 2.4% of our population. Foreign terrorist organizations like ISIS have promoted antisemitic violent extremism for decades.

They continue to target Jewish Americans in their attack plots. But we also confront the threat of people here, on our soil, whose hateful views—often paraded online—boil over into acts of violence."
Locally, over the last year, driveways throughout our community have been strewn with hate-laden flyers, blaming Jews for everything from COVID, "how every aspect of Disney grooming," "Trump's Campaign Funding," and linking Jews to the pornography industry.

And the number of antisemitic verbal attacks and confrontations Jewish students are having in local schools has also dramatically increased. As a result of these incidents and others, along with the pervasiveness of antisemitism online, the Jewish community feels like we are being hit from all sides. The very essence of our right to live as Jews is under attack.

In December 2022, I wrote the enclosed Op-ed expressing the local Jewish community's concern about this latest rise of antisemitism and its impact on people's mental health and well-being.

Serving the Greater San Gabriel and Pomona Valleys
114A W. Lime Avenue I Monrovia, CA 91016 |
626.445.0810 |
Fax 626.445.5977
[email protected] www.jewishsgpv.org
15 - 9
President
Julie Solberg
Vice President
David Levy
Chief Financial Officer
John Carlton*
Secretary
Julie Bank
Board of Governors
Mickey Bernath
Avi Bilu
Julie Gamberg
Lawrence Lurvey
Jeanine Mann
Stuart Miller*
Oran Reznik
• Past Federation President
Executive Director
Jason Moss, MSW, MAJCS
Program and Community
Outreach Director
Rebecca Russell
Cultural Arts
Program Coordinator
Cantor Judy Sofer
Operations and
Communications Manager
Karen Galeana
P J Library and P J OurWay
Program Coordinator
Debby Singer
PJ Library and PJ OurWay
Program Assistant
Robyn Brahinksy
Camp Gan Shalom Director
Annabella Tomek
April 18, 2023
Mayor Michael A. Cacciotti
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Dear Mayor Cacciotti,
Allow me to reintroduce myself to you since it has been a while. My name is Jason Moss and I am the Executive Director of the Jewish Federation of the Greater San Gabriel and Pomona Valleys. The mission of the Jewish Federation is to build community by strengthening and enhancing Jewish life for the estimated 30,000 - 45,000 Jews living between Glendale and Rancho Cucamonga. We do this by providing programs and services that support the needs of the Jewish community and act as the Jewish voice on issues that affect the greater Jewish community.

It is in this capacity that I am writing you today to share with you that the Jewish community is on edge.

Our country has witnessed an unprecedented spike in antisemitic incidents and attacks over the last several years. In its Audit of Antisemitism Incidents 2021, the Anti-Defamation League (ADL) recorded 2,717 incidents of assault, harassment, and vandalism. The ADL also recently reported that widespread belief in antisemitic conspiracy theories and tropes nearly doubled since 2019 and the highest levels in 30 years. In November 2022, FBI Director Christopher Wray stated, "A full 63% of religious hate crimes are motivated by antisemitism-targeting a group that makes up just 2.4% of our population. Foreign terrorist organizations like ISIS have promoted antisemitic violent extremism for decades.

They continue to target Jewish Americans in their attack plots. But we also confront the threat of people here, on our soil, whose hateful views- often paraded online-boil over into acts of violence."
Locally, over the last year, driveways throughout our community have been strewn with hate-laden flyers, blaming Jews for everything from COVID, "how every aspect of Disney grooming," "Trump's Campaign Funding," and linking Jews to the pornography industry.

And the number of antisemitic verbal attacks and confrontations Jewish students are having in local schools has also dramatically increased. As a result of these incidents and others, along with the pervasiveness of antisemitism online, the Jewish community feels like we are being hit from all sides. The very essence of our right to live as Jews is under attack.

In December 2022, I wrote the enclosed Op-ed expressing the local Jewish community's concern about this latest rise of antisemitism and its impact on people's mental healt h and well-being.

Serving the Greater San Gabriel and Pomona Valleys
114A W. Lime Avenue I Monrovia, CA 910161 626.445.0810 I Fax 626.445.5977 [email protected] www.jewishsgpv.org
Antisemitism has emerged at all levels of our society and must be confronted through a multifaceted, targeted approach, including at the City, County, State, and Federal government levels.

As the mayor of South Pasadena, we need your and South Pasadena City Council's help, and I am
asking you to commit to this effort by taking the following steps:

1. 2.

3. 4.

5. Join over 700+ Mayors nationwide and sign the American Jewish Committee (AJC) and US Conference of Mayors statement to combat antisemitism.

South Pasadena City Council adopt the International Holocaust Remembrance Alliance's (IHRA) working definition on antisemitism
Propose, approve, and adopt a resolution denouncing and condemning antisemitism and all forms of hatred (including the jew-hatred flyers thrown on driveways) Appoint a City of South Pasadena staff member to create and convene a task force made
up of representatives from various ethnic and racial groups to work with the city to:

Foster relationships between the groups
Develop a Zero-tolerance policy against all forms of hatred. o Develop an educational plan to train South Pasadena's staff and law enforcement personnel on detecting and reacting to all forms of hatred.

Allocate resources for initiatives fostering interfaith acceptance, understanding, and harmony.

As an elected official, you are in an important and unique position to affect change through your direct engagement with our local Jewish community.

Now, I know that if the City of South Pasadena takes each of these steps, there is no guarantee that antisemitism or hatred will be immediately eradicated. However, I do know that if you do nothing, things will continue to get worse,
I urge you to stand with us, and let's show people that antisemitism and all forms of hatred will not be tolerated or accepted in South Pasadena.

Respe vely,
on Moss, MSW, MAJCS
xecutive Director
cc: Diaha Mahmud, Councilmember
John Primuth, Councilmember
Evelyn Zneimer, Councilmember
Jack Donovan, Councilmember
Arminé Chaparyan, City Manager
Serving the Greater San Gabriel and Pomona Valleys
114A W. Lime Avenue I Monrovia, CA 91016 |
626.445.0810 |
Fax 626.445.5977
[email protected] www.jewishsgpv.org
15 - 10
Antisemitism has emerged at all levels of our society and must be confronted through a multifaceted, targeted approach, including at the City, County, State, and Federal government levels.

As the mayor of South Pasadena, we need your and South Pasadena City Council's help, and I am asking you to commit to this effort by taking the following steps:

1. Join over 700+ Mayors nationwide and sign the American Jewish Committee (AJC) and US Conference of Mayors statement to combat antisemitism.

2. South Pasadena City Council adopt the International Holocaust Remembrance Alliance's (IHRA) working definition on antisemitism

3. Propose, approve, and adopt a resolution denouncing and condemning antisemitism and all forms of hatred (including the jew-hatred flyers thrown on driveways)

4. Appoint a City of South Pasadena staff member to create and convene a task force made up of representatives from various ethnic and racial groups to work with the city to:
• Foster relationships between the groups
• Develop a Zero-tolerance policy against all forms of hatred. • Develop an educational plan to train South Pasadena's staff and law enforcement personnel on detecting and reacting to all forms of hatred.

5. Allocate resources for initiatives fostering interfaith acceptance, understanding, and harmony.

As an elected official, you are in an important and unique position to affect change through your direct engagement with our local Jewish community.

Now, I know that if the City of South Pasadena takes each of these steps, there is no guarantee that antisemitism or hatred will be immediately eradicated. However, I do know that if you do nothing, things will continue to get worse.

I urge you to stand with us, and let's show people that antisemitism and all forms of hatred will not be tolerated or accepted in South Pasadena.

Respe ve~
J on Moss, MSW, MAJCS
cc: Diaha Mahmud, Councilmember
John Primuth, Councilmember
Evelyn Zneimer, Councilmember
Jack Donovan, Councilmember
Armine Chaparyan, City Manager
Serving the Greater San Gabriel and Pomona Valleys
114A W. Lime Avenue I Monrovia, CA 910161626.445.0810 I Fax 626.445.5977 [email protected] www.jewishsgpv.org
16 16 - 1
City Council
Agenda Report
DATE: June 7, 2023 FROM: Armine Chaparyan, City Manager AV' ITEM NO. _
PREPARED BY: Sheila Pautsch, Community Services Director Melissa Snyder, Community Services Supervisor
SUBJECT: Award of Contract to TRIO Community Meals in the Amount of $77,610 for the Catered Senior Services Nutrition Program for Fiscal Year 2023-2024
Recommendation
It is recommended that the City Council award a contract for the Senior Services Nutrition Program (Program) to TRIO Community Meals in the amount of $77,610 for Fiscal Year 2023-2024, to provide meals at the Senior Center and for Home Delivery.

Executive Summary
The Senior Services Division Nutrition Program provides on-site and home delivery meals daily to the City's older adult community. Staff issued a Request for Proposals (RFP) on Planet Bids and received two bids. Staff is recommending to award a contract to TRIO Community Meals, as they were the lowest responsible bidder. The contract will serve for a one-year period. Additionally, in accordance with the Community Development Block Grant (CDBG) guidelines, staff may automatically renew the contract for up to three additional years (pending sufficient funds from CDBG), for a contract total of four years, ending in 2027.

Background
The Senior Services Division provides catered lunches on a daily basis, both on-site and for home delivery. The meals adhere to stringent health provisions, providing older adults access to healthy affordable meals. In addition to the nutritional value, the Program offers social benefits and opportunities to foster a sense of community. The Program also offers monthly special events themed around a special program or holiday, including Halloween, Thanksgiving, Christmas, Lunar New Year, Valentine's Day, and Mother's Day. On-site meals cost $2.75 per meal, while home delivered meals cost $3.00 per meal.

Award of Contract for the Senior Services Nutrition Program June 7, 2023

Analysis
The Senior Services Nutrition Program has provided meals to older adults for over 30 years. The Program is an essential service provided by the City, distributing an average of 280 meals a week and 13,800 meals a year.

Participation in the Program has remained consistent since re-opening after the COVID19 pandemic in August 2022, averaging 600 meals on-site and 550 home delivered meals distributed a month. Overall satisfaction with the meals provided by the current caterer has decreased with particpants due to lack in variety of meals provided and quality of food.

The current contract awarded in 2020 to Revolution Foods, formerly known as Better 4 You Meals, has completed its one-year period and will continue to renew until June 30, 2025. Staff issued a Request for Proposals (RFP) on Planet Bids and received two bids on May 5, 2023. With two bids submitted, the recommendation is to award contract to the lowest bidder.

The recommendation is to award a contract for the Program to TRIO Community Meals at the rate of $5.60 per meal for meals served on-site and $5.65 per meal for home delivered meals. The contract stipulates one-year of service, with the option for renewal of up to three additional years (pending sufficient grant funds from CDBG in the subsequent years). In total, the proposed contract is for four-years, ending in 2027.

Below is a chart depicting the breakdown in revenue collected from fees.

Meals Ordered Rate Cost Meal Cost
(Paid by Participant)
Participant
Revenues
(Anticipated)
Estimating 7,200 meals (onsite) $5.60 $40,320 $2.75 $19,800 Estimating 6,600 meals
(home delivery) $5.65 $37,290 $3.00 $19,800
Total meal cost (estimate
serving 13,800 meals) - $77,610 - $39,600
Additionally, staff surveyed surrounding cities that partner with TRIO Community Meals and found that all agencies expressed overall satisfaction with the meals and service provided.

Key Performance Indicators and Strategic Plan
This item is not part of the Community Services Department Key Performance Indicators identified in the Fiscal Year 2022-2023 Budget or the Adopted 2021-2026 Strategic Plan.
16 - 2
Award of Contract for the Senior Services Nutrition Program June 7, 2023

Fiscal Impact
Funding for this Program is comprised of three different funding sources. CDBG partially funds the Program, in the amount of $19,599.00 for Fiscal Year 2023-2024. This amount is contingent on available grant funds, which varies on a yearly basis.

Additionally, the cost of the Program is supplemented by fees from participants (anticipated revenue) in the amount of $39,600. Additional General Fund dollars, of $18,411 are required to compensate for the cost per meal. The total budget for the Program is $77,610. Below is a chart depicting the breakdown in funds for the Program for Fiscal Year 2023-2024.

Funding Sources and Totals for Senior Meal Program
Community Development Block Grant (CDBG) $19,599
Participant Revnues (Anticipated) $39,600
General Fund $18,411
Total Cost of the Program $77,610
Commission Review and Recommendation
This matter was not reviewed by the Community Services Commission.

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Professional Services Agreement for TRIO
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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of South Pasadena / TRIO Community Meals)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of South Pasadena, a California municipal corporation (“City”), and TRIO Community Meals (“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant: Provide meals in bulk for the South Pasadena Senior Services Catered Nutrition Program.

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such professional services as set forth in Exhibit A, attached and incorporated herein by this reference.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is Sheila Pautsch, Community Services Director. The Agreement Administrator shall be the principal point of contact at the City for this project.

All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant. 16 - 7
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3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is Seventy-Seven Thousand Six Hundred and Ten Dollars ($77,610).

3.5. “Commencement Date”: July 1, 2023.

3.6. “Termination Date”: June 30, 2024.

The Agreement shall be for a twelve-month period; however, the City has the option to renew the Agreement in one-year increments for up to an additional three (3) years depending on the availability of future Community Development Block Grant (CDBG) funding. It is optional on the part of the City to renew the Agreement. The City shall evaluate the TRIO Community Meals’ performance on an annual basis and use the evaluation to help determine if a renewal is determined in the City’s best interest.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 18 (“Termination”) below.

Consultant may request extensions of time to perform the services required hereunder.

Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

5.2. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

5.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall 16 - 8
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concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.5. Professional Standards. Consultant shall perform all work to the standards of Consultant’s profession and in a manner reasonably satisfactory to City.

Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to Consultant’s performance of such work.

5.7. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services.

All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Isabelle Oller shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without City’s prior written consent.

5.8. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

5.9. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.
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5.10. Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.11. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

6. SUBCONTRACTING

6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

6.3. Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

6.4. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B.

Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

7.1. General. City agrees to compensate Consultant for the goods and services provided under this Agreement, and Consultant agrees to accept payment in 16 - 10
Professional Services Agreement – Consultant Services

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accordance with the Fee Schedule in full satisfaction for such goods and services. Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.

7.2. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment.

Consultant shall not undertake any such work without prior written approval of the City.

7.6. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

7.7. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount.

8. RESERVED PREVAILING WAGES

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products” herein) developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and 16 - 11
Professional Services Agreement – Consultant Services

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retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

10.RELATIONSHIP OF PARTIES

10.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

10.4. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11.INDEMNIFICATION

11.1 Definitions. For purposes of this Section 11, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.
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Professional Services Agreement – Consultant Services

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11.2 Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

11.4 Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation. Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been nonnegligent.

11.5 Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6 Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City.

11.7 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant’s behalf.

11.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12.INSURANCE

12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement. 16 - 13
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12.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:

12.3. Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: Provide meals in bulk for the South Pasadena Senior Services Catered Nutrition Program.
• Documentation of Best’s rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• 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 later.

12.4. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• General Liability:
• General Aggregate: $2,000,000
• Products Comp/Op Aggregate $2,000,000
• Personal & Advertising Injury $2,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 100,000
• Medical Expense (any 1 person) $ 10,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured 16 - 14
Professional Services Agreement – Consultant Services

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12.5. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form. Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.6. Worker’s Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

12.7. Automobile Liability Insurance. Covered vehicles shall include owned if any, non-owned, and hired automobiles and, trucks.

12.8. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work. Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.9. Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.10. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker’s Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind 16 - 15
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coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.11. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.12. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement.

Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Sheila Pautsch, Community Services Director, 1102 Oxley Street, South Pasadena, CA 91030.

12.13. Consultant’s Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City.

Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

12.14. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.15. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant’s insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.

12.16. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related 16 - 16
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investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

12.17. Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

13.MUTUAL COOPERATION

13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

14.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City
Arminé Chaparyan, City Manager
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 403-****
Facsimile: (626) 403-7241
If to Consultant
Isabelle Oller, Business Development
Director
TRIO Community Meals, LLC
100 Valley Drive
Pearl, MS 39208
Telephone: (415) 985-5173
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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16
With courtesy copy to:

Andrew Jared
South Pasadena City Attorney
Colantuono, Highsmith & Whatley,
PC
790 E. Colorado Blvd. Ste. 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710

15.SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph 12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16.TERMINATION

16.1. City Termination. City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination.

In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant’s breach of this Agreement.

17.INTERPRETATION OF AGREEMENT

17.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
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17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.

17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

17.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

18.GENERAL PROVISIONS

18.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required.

All City data shall be returned to City upon the termination or expiration of this Agreement.
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18.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement.

Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

18.3. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect.

City shall not be obligated or liable under this Agreement to any party other than Consultant.

18.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

18.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

18.6. Time of the Essence. Time is of the essence for each and every provision of this Agreement.

18.7. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause. 16 - 20
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18.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

18.9. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

18.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

18.11. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs expended in the action.

18.12. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

FEDERAL PROVISIONS
During the performance of this Agreement, TRIO Community Meals agrees to comply with the following Federal provisions:

1. AUDIT OR EXAMINATION:

TRIO Community Meals shall keep all records of funds received from City of South Pasadena and make them accessible for audit or examination for a period of four (4) years after final payments and all pending matters are closed (for a total of 5 years).

2. CONFLICT OF INTEREST:

TRIO Community Meals agrees any conflict or potential conflict of interest shall be fully disclosed prior to execution of this Agreement and CSI shall comply with all 16 - 21
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applicable federal, state, and county laws and regulations governing conflict of interest, in accordance with 24 CFR Part 84. Sec. 84.42.

3. POLTRITICAL ACTIVITY/LOBBYING CERTIFICATION:

TRIO Community Meals may not conduct any activity, including any payment to any person, officer or employee of any agency or member of Congress in connection with the awarding of any federal contract, grant, or loan, intended to influence legislation, administrative rule-making or the election of candidates for public offices during time compensated for under representation that such activity is being performed as a part of the contract responsibility.

4. COUNTY LOBBY CERTIFICATION
It is understood each person/entity/firm who applies for a Community Development Commission contract, and as part of process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160, (Los Angeles County Ordinance 93-0031) and; that all persons/entity/firm acting on behalf of the above named firm have and will comply with the County Code, and; any person/entity/firm who seeks from and denied the contract and, shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code.

5. SECTION 3 REQUIREMENTS OF HOUSING AND URBAN DEVELOPMENT ACT OF 1968:

Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., requires, to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area and contracts for work in connection with the project be awarded to business concerns, which are located in, or owned in substantial part, by persons residing in the area of project.

6. SECTION 109, TITLE I OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT of 1974:

Section 109, Title I of the Housing and Community Development Act of 1974 provides that no person shall, on the ground of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination, under any program or activity funded in whole or in part with funds made available under this Title.

7. PROHIBITION OF AGE DISCRIMINATION:
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Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity.

8. Executive Order 11246 requires that during the performance of this Agreement, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The Better 4 You Meals will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. TRIO Community Meals agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the TRIO Community Meals setting forth the provisions of this nondiscrimination clause.

9. Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 1701 et. seq., requires that to the greatest extent feasible, opportunities for training and employment be given to lower-income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part, by persons residing in the area of the project.

10.Title VI of the Civil Rights Act of 1964 provides that no person shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.

11.Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall, on the ground of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this Title.

12.Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1075, or with respect to an otherwise qualified handicapped individual, as provided in /Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity.
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13.Interest of TRIO Community Meals and employees. TRIO Community Meals covenants that they presently have no interest and shall not acquire interest, direct or indirect, in the project area or any parcels there in or any other interest which would conflict in any manner or degree with the performance of their services hereunder. The Consultant further covenants that in performance of this Agreement, no person having such interest shall be employed.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “City”
City of South Pasadena
By:____________________________
Signature
Printed:_________________________
Title:____________________________
Date:______________________
“Consultant”
Isabelle Oller
TRIO Community Meals
By:________________________________
Signature
Printed:____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
Mark Perez
Deputy City Clerk
Date:________________________
Approved as to form:

By:__________________________________
Andrew Jared, City Attorney
Date:________________________
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EXHIBIT A

SCOPE OF SERVICES
The following is a summary of the scope of services to be performed by the Caterer. The Caterer shall be permitted to legally and ethically prepare cost effective and quality congregate and homebound meals for City senior citizens.

MANAGEMENT OF MEAL PREPARATION OPERATIONS

1. The Caterer agrees to select, purchase, and prepare food following menus provided by City of South Pasadena Senior Services Division. The Caterer agrees to assure that food-handling (cooking, storage, and packing) methods will maintain quality and safety of foods. Health department inspection scores should be above 90%, however if an inspection falls below 90% a corrective action plan must be submitted within 48 hours to the Community Services Supervisor and if an inspection should fall below an 80% rating, the City of South Pasadena may withhold reimbursement until corrections are made. If this should occur more than three times, it may cause termination of Services Agreement.

2. The Caterer shall be able to prepare daily (Monday through Friday) entrees for South Pasadena Senior Citizens’ Center, as well as ensuring meals must arrive at the South Pasadena Senior Citizens’ Center by 10:00 a.m.

3. The Caterer will also be responsible for procuring all items, not including coffee and tea, which are necessary for food production and assure ban on expanded polystyrene (EPS) disposable food serve ware is adhered.

4. The Caterer shall supply the following minimum specifications per item, but is not limited to the minimum. The City of South Pasadena adopted Ordinance No. 2305 to ban expanded polystyrene (EPS) disposable food serve ware (i.e. plates, cups, lids, and trays). Acceptable types of containers: any material other than expanded or foam polystyrene, coated paper, uncoated paper, compostable plant fiber, bioplastics, or compostable material.

Provided by City of South Pasadena Senior Citizens’ Center:
a. Disposable flatware for special events;
b. Disposable three compartment plates for special events; c. Plastic gloves, disposable aprons, hair nets, and placemats.

Provided by Caterer:
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a. Disposable compartment trays for daily service;
b. Disposable flatware for daily service;
c. Home delivery three compartment containers with lids (that can be microwaved);
d. Cups and lids 8oz (for fruit or soup);
e. Small plates for dessert;
f. Two-ply napkins.

5. Preparation of food for congregate meals shall be completed by the Caterer within three (3) hours of the agreed upon serving time of 11:45 a.m.

6. The Caterer is to ensure that food is prepared with consideration for sanitation and safety standards.

7. A menu cycle (6, 8 or 10 week) shall be used that is prepared at least every six (6) months, winter and summer menu options, with an
option of varied menus with the understanding that special requests will be made for substitutions and/or special events. City of South Pasadena Senior Services Division will provide input with holiday menu select with advance notice.

8. The Caterer is expected to provide birthday cake the last Friday of each month.

9. Two box lunches (Saturday and Sunday) are provided Friday for home delivery clients and option for holidays.

HOLIDAY SCHEDULE
The South Pasadena Senior Citizens’ Center observes the following City of South Pasadena holidays:

January Martin Luther King
February Presidents’ Day
May Memorial Day
June Juneteenth
July Independence Day
September Labor Day
November Veterans Day
November Thanksgiving Day and Following Day
December and January Christmas Day through New Year’s Day 16 - 26

FOOD DELIVERY

1. The City reserves the right to add or delete meal sites or designate alternate meal locations, as appropriate.

2. The City may change the days and time of delivery and service by giving the Caterer seven (7) days’ notice.

3. The City may change the number of meals to be delivered to the meal location by notifying the Caterer by 12:00 p.m. of the day prior to delivery.

4. The City shall deliver/serve the meals no more than thirty (30) minutes prior to or fifteen (15) minutes after the agreed upon serving time.

5. Box lunch delivery time may be as early as one (1) hour prior to servicing time, as long as appropriate holding facilities are available for perishable food items and meals are transported under appropriate packing, heating and cooling temperature requirements.

6. The City reserves the right to require the Caterer to deliver food on all holidays that food service is needed.

7. Foods for congregate meals shall be served within two (2) hours after food preparation has been completed.

DELIVERY SERVICE SPECIFICATIONS

1. Meals are to be delivered in (bulk/individual) pre-packed servings.

2. All food must be packaged and transported under conditions that will ensure temperature control to prevent bacterial contamination, spillage, and/or insect infestation. All hot foods should be packaged individually or in bulk containers to ensure a minimum delivery temperature of 140°F. All cold foods must be packaged to ensure a maximum delivery temperature of 40°F. All foods intended to be delivered frozen shall be packaged so as to maintain a hard-frozen state until such food reaches point of delivery.

Temperature of bulk and home-delivered meals must be taken daily at the end of production/packaging and on delivery at the nutrition site by the Caterer and City.

Hot and cold foods must be placed immediately into insulated hot and cold transport equipment upon completion of packaging.
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Daily written documentation of temperature logging monitoring must be kept by Caterer and will be subject to audit by the centralized Dietary Administrative Support Services R.D or nutritionist. The sites shall be assumed correct on shortages unless the caterer proves them wrong. All calls regarding shortages and food replacement will be communicated by the City's office.

3. Meals must be delivered in refrigerated trucks and or approved for bulk insulated containers for hot pack and cold pack. Delivery standards shall comply with applicable local health department regulations.

4. Food and supplies must be packed and handled in a sanitary manner so as to ensure absence of contamination and spillage.

5. The program may require replacement of any cold food which is received on site at above 40°F and any hot food that falls below 140°F.

6. Food shortages and/or spoiled foods which are reported to the Caterer by agreed time of delivery must be replaced or the enclosed deduction schedule will be utilized.

7. Packaging of food for delivery to the sites will be negotiated as mutually acceptable to the City and Caterer. Sites may differ on packaging of some items due to available site equipment and time distance constraints.

8. The Caterer shall be responsible for cleaning and care of equipment returned to his facility each day.

9. The Caterer shall place food in area designated by meal location managers.

10.Food shall be in transport no longer than 60-minutes after packing.

11.Food shall be kept in heat retaining equipment no longer than 60 minutes prior to serving.

12.Each delivery shall be accompanied by a delivery slip, in triplicate, designating number of meals and supplies delivered. Project Director or designated person will sign receipt, if in order, and one copy shall be left the same.

13.Instructions shall be attached to each food product delivered indicating name of meal, location, number of servings, size of serving, and size of utensil to be used in serving.

14.Cake, cornbread, and casserole dishes (i.e. meatloaf, lasagna, tuna noodle casserole), shall be pre-scored by the Caterer for the appropriate number of servings.
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15.The Caterer shall provide home delivered meal containers in an amount not to exceed 35% of the total number of meals ordered.

16.All Caterer delivery equipment shall be removed from the meal location by 12:30 p.m. City is not responsible after this time.

17.Caterer shall provide a back-up delivery system in the event of vehicle breakdown.

18.Electrical items required to be provided herein shall have the UNDERWRITER'S LABORATORY or LOS ANGELES ELECTRICAL TESTING LABORATORY approval and meet all current OSHA and COSHA requirements, where applicable.

19.The Caterer Subcontractor shall comply with all Federal, State, and local health department laws and regulations. Caterer shall provide City with a current copy of the health certificate and any corrected deficiencies with proposal. To ensure that all regulations are followed the Caterer must have a qualified food service manager or part-time registered dietician (20 hours week) or staff who will ensure that meals are prepared in a safe and sanitary condition throughout meal service operation.

ADMINISTRATION OF FOOD PREPARATION STAFF

1. Caterer agrees to comply with all Federal and State labor laws.

2. Caterer shall hire or appoint either a Part-Time a qualified Food Service Manager for the supervision of food services operation within the catering company and/or central kitchen. As well as have a Dietitian accessible to review menus.

3. Caterer will also be responsible for managing any additional staff that are necessary for food production operations.
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EXHIBIT B
TRIO Community Meals

HOT BULK MEAL COST PER MEAL

TOTAL CATERED COST/MEAL
Raw Food $ 2.99
Condiments $ 0.08
PREPARATION $ 1.00
TRANSIT $ 0.75

SUNDRY ITEMS
Paper $ 0.63
Other $ 0.10
OVERHEAD PROFIT $ 0.05 $ 5.60

BOX OR PICNIC LUNCH COST PER MEAL

TOTAL CATERED COST/MEAL
Raw Food $ 3.14
Condiments $ 0.08
PREPARATION $ 1.25
TRANSIT $ 0.75

SUNDRY ITEMS
Paper $ 0.27
Other $ 0.11
OVERHEAD PROFIT $ 0.05 $ 5.65
SUBCONTRACTORS:

1. There are no subcontractors assigned to this agreement.

2. All services will be provided by TRIO Community Meals. 16 - 30

EXHIBIT A

SCOPE OF SERVICES
The following is a summary of the scope of services to be performed by the Caterer. The Caterer shall be permitted to legally and ethically prepare cost effective and quality congregate and homebound meals for City senior citizens.

MANAGEMENT OF MEAL PREPARATION OPERATIONS

1. The Caterer agrees to select, purchase, and prepare food following menus provided by City of South Pasadena Senior Services Division. The Caterer agrees to assure that food-handling (cooking, storage, and packing) methods will maintain quality and safety of foods. Health department inspection scores should be above 90%, however if an inspection falls below 90% a corrective action plan must be submitted within 48 hours to the Community Services Supervisor and if an inspection should fall below an 80% rating, the City of South Pasadena may withhold reimbursement until corrections are made. If this should occur more than three times, it may cause termination of Services Agreement.

2. The Caterer shall be able to prepare daily (Monday through Friday) entrees for South Pasadena Senior Citizens’ Center, as well as ensuring meals must arrive at the South Pasadena Senior Citizens’ Center by 10:00 a.m.

3. The Caterer will also be responsible for procuring all items, not including coffee and tea, which are necessary for food production and assure ban on expanded polystyrene (EPS) disposable food serve ware is adhered.

4. The Caterer shall supply the following minimum specifications per item, but is not limited to the minimum. The City of South Pasadena adopted Ordinance No. 2305 to ban expanded polystyrene (EPS) disposable food serve ware (i.e. plates, cups, lids, and trays). Acceptable types of containers: any material other than expanded or foam polystyrene, coated paper, uncoated paper, compostable plant fiber, bioplastics, or compostable material.

Provided by City of South Pasadena Senior Citizens’ Center:
a. Disposable flatware for special events;
b. Disposable three compartment plates for special events; c. Plastic gloves, disposable aprons, hair nets, and placemats.

Provided by Caterer:
16 - 31
a. Disposable compartment trays for daily service;
b. Disposable flatware for daily service;
c. Home delivery three compartment containers with lids (that can be microwaved);
d. Cups and lids 8oz (for fruit or soup);
e. Small plates for dessert;
f. Two-ply napkins.

5. Preparation of food for congregate meals shall be completed by the Caterer within three (3) hours of the agreed upon serving time of 11:45 a.m.

6. The Caterer is to ensure that food is prepared with consideration for sanitation and safety standards.

7. A menu cycle (6, 8 or 10 week) shall be used that is prepared at least every six (6) months, winter and summer menu options, with an
option of varied menus with the understanding that special requests will be made for substitutions and/or special events. City of South Pasadena Senior Services Division will provide input with holiday menu select with advance notice.

8. The Caterer is expected to provide birthday cake the last Friday of each month.

9. Two box lunches (Saturday and Sunday) are provided Friday for home delivery clients and option for holidays.

HOLIDAY SCHEDULE
The South Pasadena Senior Citizens’ Center observes the following City of South Pasadena holidays:

January Martin Luther King
February Presidents’ Day
May Memorial Day
June Juneteenth
July Independence Day
September Labor Day
November Veterans Day
November Thanksgiving Day and Following Day
December and January Christmas Day through New Year’s Day 16 - 32

FOOD DELIVERY

1. The City reserves the right to add or delete meal sites or designate alternate meal locations, as appropriate.

2. The City may change the days and time of delivery and service by giving the Caterer seven (7) days’ notice.

3. The City may change the number of meals to be delivered to the meal location by notifying the Caterer by 12:00 p.m. of the day prior to delivery.

4. The City shall deliver/serve the meals no more than thirty (30) minutes prior to or fifteen (15) minutes after the agreed upon serving time.

5. Box lunch delivery time may be as early as one (1) hour prior to servicing time, as long as appropriate holding facilities are available for perishable food items and meals are transported under appropriate packing, heating and cooling temperature requirements.

6. The City reserves the right to require the Caterer to deliver food on all holidays that food service is needed.

7. Foods for congregate meals shall be served within two (2) hours after food preparation has been completed.

DELIVERY SERVICE SPECIFICATIONS

1. Meals are to be delivered in (bulk/individual) pre-packed servings.

2. All food must be packaged and transported under conditions that will ensure temperature control to prevent bacterial contamination, spillage, and/or insect infestation. All hot foods should be packaged individually or in bulk containers to ensure a minimum delivery temperature of 140°F. All cold foods must be packaged to ensure a maximum delivery temperature of 40°F. All foods intended to be delivered frozen shall be packaged so as to maintain a hard-frozen state until such food reaches point of delivery.

Temperature of bulk and home-delivered meals must be taken daily at the end of production/packaging and on delivery at the nutrition site by the Caterer and City.

Hot and cold foods must be placed immediately into insulated hot and cold transport equipment upon completion of packaging.
16 - 33
Daily written documentation of temperature logging monitoring must be kept by Caterer and will be subject to audit by the centralized Dietary Administrative Support Services R.D or nutritionist. The sites shall be assumed correct on shortages unless the caterer proves them wrong. All calls regarding shortages and food replacement will be communicated by the City's office.

3. Meals must be delivered in refrigerated trucks and or approved for bulk insulated containers for hot pack and cold pack. Delivery standards shall comply with applicable local health department regulations.

4. Food and supplies must be packed and handled in a sanitary manner so as to ensure absence of contamination and spillage.

5. The program may require replacement of any cold food which is received on site at above 40°F and any hot food that falls below 140°F.

6. Food shortages and/or spoiled foods which are reported to the Caterer by agreed time of delivery must be replaced or the enclosed deduction schedule will be utilized.

7. Packaging of food for delivery to the sites will be negotiated as mutually acceptable to the City and Caterer. Sites may differ on packaging of some items due to available site equipment and time distance constraints.

8. The Caterer shall be responsible for cleaning and care of equipment returned to his facility each day.

9. The Caterer shall place food in area designated by meal location managers.

10.Food shall be in transport no longer than 60-minutes after packing.

11.Food shall be kept in heat retaining equipment no longer than 60 minutes prior to serving.

12.Each delivery shall be accompanied by a delivery slip, in triplicate, designating number of meals and supplies delivered. Project Director or designated person will sign receipt, if in order, and one copy shall be left the same.

13.Instructions shall be attached to each food product delivered indicating name of meal, location, number of servings, size of serving, and size of utensil to be used in serving.

14.Cake, cornbread, and casserole dishes (i.e. meatloaf, lasagna, tuna noodle casserole), shall be pre-scored by the Caterer for the appropriate number of servings.
16 - 34

15.The Caterer shall provide home delivered meal containers in an amount not to exceed 35% of the total number of meals ordered.

16.All Caterer delivery equipment shall be removed from the meal location by 12:30 p.m. City is not responsible after this time.

17.Caterer shall provide a back-up delivery system in the event of vehicle breakdown.

18.Electrical items required to be provided herein shall have the UNDERWRITER'S LABORATORY or LOS ANGELES ELECTRICAL TESTING LABORATORY approval and meet all current OSHA and COSHA requirements, where applicable.

19.The Caterer Subcontractor shall comply with all Federal, State, and local health department laws and regulations. Caterer shall provide City with a current copy of the health certificate and any corrected deficiencies with proposal. To ensure that all regulations are followed the Caterer must have a qualified food service manager or part-time registered dietician (20 hours week) or staff who will ensure that meals are prepared in a safe and sanitary condition throughout meal service operation.

ADMINISTRATION OF FOOD PREPARATION STAFF

1. Caterer agrees to comply with all Federal and State labor laws.

2. Caterer shall hire or appoint either a Part-Time a qualified Food Service Manager for the supervision of food services operation within the catering company and/or central kitchen. As well as have a Dietitian accessible to review menus.

3. Caterer will also be responsible for managing any additional staff that are necessary for food production operations.
16 - 35

EXHIBIT B
TRIO Community Meals

HOT BULK MEAL COST PER MEAL

TOTAL CATERED COST/MEAL
Raw Food $ 2.99
Condiments $ 0.08
PREPARATION $ 1.00
TRANSIT $ 0.75

SUNDRY ITEMS
Paper $ 0.63
Other $ 0.10
OVERHEAD PROFIT $ 0.05 $ 5.60

BOX OR PICNIC LUNCH COST PER MEAL

TOTAL CATERED COST/MEAL
Raw Food $ 3.14
Condiments $ 0.08
PREPARATION $ 1.25
TRANSIT $ 0.75

SUNDRY ITEMS
Paper $ 0.27
Other $ 0.11
OVERHEAD PROFIT $ 0.05 $ 5.65
SUBCONTRACTORS:

1. There are no subcontractors assigned to this agreement.

2. All services will be provided by TRIO Community Meals. 16 - 36
17 17 - 1
City Council
Agenda Report
DATE: June 7, 2023
FROM: Armine Chaparyan, City Manager
PREPARED BY: Luis Frausto, Management Services Director Mark Perez, Deputy City Clerk
ITEM NO.
- -
SUBJECT: Approval of City Council Meeting Minutes for November 2, 2022, and November 9, 2022
Recommendation
It is recommended that the City Council:

1. Approve the minutes for the November 2, 2022, Special City Council Meeting; and

2. Approve the minutes for the November 9, 2022, Special Joint City Council and Planning Commission Meeting.

Executive Summary
The City Clerk's Division is diligently working on backlogged City Council meeting minutes dating back to May 2022. Attached to this staff report are meeting minutes for November 2, 2022 and November 9, 2022. Staff is committed to submitting the most recent meeting minutes, as well as two prior meeting minutes, at each council meeting for approval moving forward until minutes are current. Staff will maintain timely minutes thereafter.

Background
The City Clerk's Division is responsible for producing meeting minutes for the City Council meetings. Meeting minutes are used as the official record of the actions taken by the City at the direction of the City Council. They are also used for confirmation of approval for purchases by the City, as approved by the City Council. Currently, the division is working towards the completion of the backlog of minutes.

Current staff has developed a high quality, accurate and timely minutes process, and are working diligently to address past minutes as well as maintain timely minutes moving forward.

Approval of City Council Meeting Minutes
June 7, 2023

Analysis
Attached for the City Council’s consideration and approval are meeting minutes for various dates as listed on the agenda, and hereby included as attachments to this staff report.

Key Performance Indicators and Strategic Plan
This item is in line with the Management Services Department’s Key Performance Indicator to provide quick access to information and accountability, ensuring public transparency.

Fiscal Impact
To date, the City has paid approximately $19,575 to Marc A. Donohue for the production of City Council meeting minutes over the term of the contract. There is one additional consultant fee anticipated for past work completed that staff is currently reviewing prior to payment. Moving forward, existing City Clerk Division staff is facilitating the work related to this project, and therefore no future consultant fees are anticipated.

Attachments:

1. November 2, 2022 Special City Council Meeting Minutes

2. November 9, 2022 Special Joint City Council and Planning Commission Meeting Minutes
17 - 2
ATTACHMENT 1
November 2, 2022, Special Meeting Minutes
17 - 3

CITY OF SOUTH PASADENA

SPECIAL MEETING OF THE CITY

COUNCIL

M I N U T E S
WEDNESDAY, NOVEMBER 2, 2022, AT 6:59 P.M.

CALL TO ORDER:

The Special Meeting of the South Pasadena City Council was called to order by Mayor Cacciotti on Wednesday, November 2, 2022, at 7:10 P.M. in the City Council Chambers, 1424 Mission Street, South Pasadena, California.

ROLL CALL:

PRESENT Mayor Michael A. Cacciotti
Mayor Pro Tem Jon Primuth
Councilmember Evelyn G. Zneimer
Councilmember Diana Mahmud
Councilmember Jack Donovan
ABSENT None.

Desiree Jimenez, Chief City Clerk, announced a quorum.

CITY STAFF PRESENT:

Arminé Chaparyan, City Manager; Andrew Jared, City Attorney; Tamara Binns, Assistant to the City Manager; Desiree Jimenez, Chief City Clerk were present at Roll Call. Other staff members presented reports or responded to questions as indicated in the minutes. 17 - 4
Special Meeting Minutes November 2, 2022
South Pasadena City Council Page 2

PUBLIC COMMENT

1. PUBLIC COMMENT
In Person Comments:

Josh Albrektson spoke regarding the termination of the Housing Element contract with Placeworks, Mobius Planning, and the Housing Element.

Alan Ehrlich spoke regarding the termination of the Housing Element contract with Placeworks.

ACTION / DISCUSSION

2. AUTHORIZE THE CITY MANAGER TO TERMINATE HOUSING ELEMENT

CONTRACT WITH PLACEWORKS AND EXECUTE A CONTRACT AMENDMENT WITH MOBIUS PLANNING IN A NOT-TO-EXCEED AMOUNT OF $125,000 Recommendation
It is recommended that the City Council:

1. Authorize the City Manager to terminate the Housing Element contract with PlaceWorks; and

2. Execute a First Amendment with Mobius Planning Professional Services Agreement (PSA) to serve as the City’s Consultant on the 6th Cycle 2021-2029 Housing Element increasing the current PSA by $100,000 for a total not-to-exceed amount of $125,000.

COUNCIL ACTION AND MOTION
A motion was made by Councilmember Mahmud, seconded by Mayor Pro Tem Primuth and approved by roll call vote to approve Item No. 2, as presented by staff. The motion carried 5-0, by the following vote:

AYES: Donovan, Mahmud, Primuth, Zneimer, Mayor Cacciotti NOES: None.

ABSENT: None.

ABSTAINED: None.
-This section has intentionally been left blank17 - 5
Special Meeting Minutes November 2, 2022
South Pasadena City Council Page 3

ADJOURNMENT
There being no further matters, Mayor Cacciotti adjourned the meeting of the City Council at 7:43 P.M. to the next Regular City Council meeting scheduled for November 9, 2022.

Respectfully submitted:
_______________________________
Mark Perez
Deputy City Clerk
APPROVED:
_______________________________
Jon Primuth
Mayor
ATTEST:
________________________________
Mark Perez
Deputy City Clerk
Approved at City Council Meeting:
17 - 6
ATTACHMENT 2
November 9, 2022, Special Joint City Council and Planning Commission Meeting Minutes
17 - 7

CITY OF SOUTH PASADENA

SPECIAL JOINT MEETING OF THE CITY

COUNCIL AND PLANNING COMMISSION

M I N U T E S
WEDNESDAY, NOVEMBER 9, 2022, AT 6:30 P.M.

CALL TO ORDER:

The Special Joint Meeting of the South Pasadena City Council and Planning Commission was called to order by Mayor Cacciotti on Wednesday, November 9, 2022, at 6:36 P.M. in the City Council Chambers, 1424 Mission Street, South Pasadena, California.

ROLL CALL:

PRESENT Mayor Michael A. Cacciotti
Mayor Pro Tem Jon Primuth
Councilmember Evelyn G. Zneimer
Councilmember Diana Mahmud
Councilmember Jack Donovan
Vice-Chair Laura Dahl
Commissioner Amitabh Barthakur
Commissioner Janet Braun
Commissioner Lisa Padilla
ABSENT Chair John Lesak
Desiree Jimenez, Chief City Clerk, announced a quorum.

CITY STAFF PRESENT:

Arminé Chaparyan, City Manager; Andrew Jared, City Attorney; Tamara Binns, Assistant to the City Manager; Desiree Jimenez, Chief City Clerk were present at Roll Call. Other staff members presented reports or responded to questions as indicated in the minutes. 17 - 8
Special Meeting Minutes November 9, 2022
South Pasadena City Council Page 2

PUBLIC COMMENT

1. PUBLIC COMMENT
None.

ACTION / DISCUSSION

2. Review Comments Received From California Department Of Housing And Community Development (Hcd) On The 3rd Draft Housing Element Recommendation
It is recommended that the City Council receive staff’s presentation and discuss responses to HCD comments on the 3rd Draft Housing Element.

Hearing no opposition, the presentation was received and filed.

3. Adoption of a Resolution of Intention to Amend South Pasadena Municipal Code Chapter 36 (Zoning) to Implement Programs of the General Plan Housing Element Recommendation
It is recommended that the City Council initiate a Zoning Text Amendment by adopting a Resolution of Intention pursuant to South Pasadena Municipal Code (SPMC) 36.620.030 and direct staff to prepare a recommendation that includes, but is not limited to, the following SPMC sections:

1. Section 36.350.250 (Emergency Shelters), to revise standards for emergency shelters in compliance with State law;

2. Section 36.220.030 (Residential Zoning District Land Uses and Permit Requirements), Table 2-2, to permit transitional housing in all zoning districts that permit residential uses and add Low Barrier Navigation Centers in compliance with State law;

3. Section 36.220.040 (Residential Zoning District General Development Standards) Table 2-3 to comply with the minimum density and feasible lot coverage for projects of certain sizes as required by State Senate Bill 478;

4. Section 36.230.030 030 (Commercial Zoning District Land Uses and Permit Requirements), to permit transitional housing in all zoning districts that permit residential uses and remove the requirement for a conditional use permit from mixed-use development and allow as a permitted use;

5. Section 36.310.040 to add provisions for consistency with Assembly Bill 2097 (removal of minimum parking requirements near transit); and

6. Division 36.700 (Definitions/Glossary), to add a definition for Low Barrier Navigation Center.
17 - 9
Special Meeting Minutes November 9, 2022
South Pasadena City Council Page 3

COUNCIL ACTION AND MOTION
A motion was made by Councilmember Mahmud, seconded by Councilmember Zneimer and approved by roll call vote to approve Item No. 3, as presented. The motion carried 5-0, by the following vote:

AYES: Donovan, Mahmud, Primuth, Zneimer, Mayor Cacciotti NOES: None.

ABSENT: None.

ABSTAINED: None.

Resolution No. 7791 was adopted.

ADJOURNMENT
There being no further matters, Mayor Cacciotti adjourned the meeting of the City Council in memory of Clara Marion Richards at 8:32P.M. to the next Regular City Council meeting scheduled for November 16, 2022.

Respectfully submitted:
_______________________________
Mark Perez
Deputy City Clerk
APPROVED:
_______________________________
Jon Primuth
Mayor
ATTEST:
________________________________
Mark Perez
Deputy City Clerk
Approved at City Council Meeting:
17 - 10
18 18 - 1
City Council
Agenda Report
DATE: June 7, 2023 FROM: Armine Chaparyan, City Manager {¾u PREPARED BY: Domenica Megerdichian, Deputy City Manager Tamara Binns, Assistant to the City Manager
ITEM NO.

SUBJECT: Approval of Award of Contract with Richards Watson & Gershon for City Attorney Services
Recommendation
The Subcommittee for City Legal Services recommends that the City Council award a contract to Richards Watson & Gershon (RWG) for City Attorney Services for an initial term of three (3) years, with two one-year renewal options with such additional terms and conditions set forth in the proposed Agreement attached to this memorandum as Attachment 3.

Executive Summary
Currently, the City's acting City Attorney is Colantuono, Highsmith & Whatley, PC (CHW) which has acted in such capacity since June 2014. Pursuant to the agreement between the City and CHW, the City pays a monthly "retainer'' to CHW for a certain number of hours of legal services and pays for additional services at the rates set forth in the agreement. For the past several years, the City has paid legal fees to CHW substantially in excess of the monthly retainer. In fiscal years 2022, 2021 and 2020, legal fees paid to CHW were $621,492.67, $612,207.03 and $538,621.31, respectively.

On January 18, 2023, the City Council agreed to issue a Request for Proposals for legal services to obtain bids from qualified law firms to consider the scope of services offered by other municipal law firms, rates charged and approaches to reducing legal fees overall.

Specifically, the City was interested in firms or attorneys that specialize in municipal law and that have significant expertise in land use and zoning, and significant depth in other practice areas, including labor and employment law, real estate, and governance.

Background
Chapter 7 of the State of California Government Code (sections 41801 et al.) and South Pasadena Municipal Code (2.18-6 (c)), provide that while the City Manager has the power to appoint and remove officers and employees of the City, the City Council has the authority to select the City Attorney. Further, the Finance Purchasing Policy provides that Professional Services contracts are exempt from bidding, and General Services contracts Award of City Attorney Contract
June 7, 2023

greater than $30,000 require a formal contract authorized by the City Council, and provide for a sealed bidding solicitation method.

In June 2014, CHW was selected to serve as the City's legal counsel. CHW has an office in Pasadena, California that includes approximately 30 attorneys. Teresa Highsmith of CHW was the designated City Attorney for South Pasadena from 2014 to 2021, with Andrew Jared of CHW currently acting as City Attorney. The City pays a $10,000 monthly retainer to CHW for 50-52 hours of general services. “Special services” are billed to the City at a rate of $245 per hour. Paralegals are charged at a rate of $195 per hour. Total amounts paid to CHW in Fiscal Years 2022, 2021 and 2020 were $621,492.67, $612,207.03 and $538,621.31, respectively.

On January 18, 2023, City Council appointed a two-member subcommittee comprised of Mayor Pro Tem Zneimer and Councilmember Braun (Subcommittee) to work with the City Manager’s Team to prepare and release a Request for Proposal (RFP) to firms and attorneys to act as the City of South Pasadena’s City Attorney. After reviewing other recent RFPs issued by California cities and the city’s own past RFPs, the Subcommittee and staff developed and finalized an RFP for City Attorney Services for South Pasadena.

On February 24, 2023, the RFP was posted on Planet Bids, an automated web-based vendor and bid management system, and was sent directly to a number of law firms who had expressed interest in acting as the City’s Attorney over the past 10 years and other local municipal law firms, including CHW.

RFP Timeline
The RFP process for City Attorney Services has included the following steps:
• The City Council SubCommittee gathered recent RFP’s and contracts from area cities and firms for consideration in developing the City of South Pasadena RFP. • The Subcommittee composed a distribution list for direct solicitation of well-known firms in the public agency space, firms providing service to other San Gabriel Valley and area cities, and firms who had expressed interest and applied for consideration in 2013, the last time the City solicited proposals for City Attorney Services.
• The Subcommittee developed a thorough process noted in the chart below.

RFP Event Description Date
RFP Release
Direct solicitation and
release to Planet Bids Released on February 24, 2023
Proposal Deadline
Closing date; proposals
accepted until 6 pm Closed on April 6, 2023
Complete Initial Review
Subcommittee identifies
candidates for interviews Completed April 14, 2023
Interviews
Interviews by City Council
of top 4 candidates Conducted May 1 and May 3, 2023
18 - 2
Award of City Attorney Contract
June 7, 2023

Negotiations
Negotiations with city staff
and subcommittee May 8 – May 25, 2023
Award of Contract (to come)
City Council awards
contract at open meeting June 7, 2023 Council Meeting
A copy of the RFP, including the qualifications and scope of services, is attached to this staff report as Attachment 1. The RFP was released on PlanetBids, as well as directly solicited to a number of firms, on February 24, 2023.

Eleven (11) proposals were timely received in response to the City’s RFP for Attorney Services. The Subcommittee, in collaboration with City Staff, reviewed and evaluated all 11 proposals received. The proposals were initially evaluated for their completeness, responsiveness and understanding of the needs of the City. The Subcommittee and Staff reviewed each firm, their years of experience and services offered by the firm, size and location of the firm, ability to meet the needs of the City, depth and breadth of experience of the team identified by each firm to act as South Pasadena’s city attorney team, proposed fee schedule and approach to legal services for efficiency, with the goal to provide the highest quality services by an experienced team of lawyers. Of the eleven proposals, four (4) firms were selected by the Subcommittee to be interviewed by the entire City Council. The Subcommittee and City Staff developed a list of interview questions to be asked of each of the four firms. On-site interviews of the four law firms, including the team identified as the acting City Attorney and Assistants from those firms, were conducted by the full City Council and City Staff members on May 1, 2023 and May 3, 2023. At the end of the interview process, the City Council decided to proceed to a contract negotiation with the law firm Richards Watson & Gershon (RWG).

Proposed Agreement with RWG and City Attorney Team
RWG initially provided a proposed Agreement for City Attorney Services to the Subcommittee and City Staff. The parties exchanged several rounds of comments to the Agreement and met in-person to discuss the Agreement. The proposed Agreement for Attorney Services between RWG and the City of South Pasadena is attached hereto as Attachment 3. The financial terms of the Agreement include a monthly retainer to be paid by the City of $11,750 for 50 hours of general services (average rate of $235/hour). Any unused hours can be rolled forward to future months. For special services, RWG will bill $245 per hour, with paralegal services billed at $195 per hour. RWG has agreed to provide up to 15 hours of training at no cost to the City and will use paralegal support for public records act requests when needed. A complete description of all fees for services is set forth in the Agreement. The initial term of the agreement is for 3 years, with two one-year renewal options.

The following attorneys at RWG have been designated as part of the team of attorneys who will primarily serve the City of South Pasadena:
18 - 3
Award of City Attorney Contract
June 7, 2023

• Roxanne Diaz is proposed as the designated City Attorney for South Pasadena.

Ms. Diaz is a shareholder in the Firm’s Public Law Department, and concentrates her practice on the representation of public agencies in a wide range of governmental law issues. She has over 25 years of experience in local government, including service as City Attorney and Assistant City Attorney in multiple California cities. Ms. Diaz will attend meetings of the South Pasadena City Council.
• Stephanie Cao is proposed as the designated Assistant City Attorney for South Pasadena. Ms. Cao is a shareholder in the Firm’s Public Law Department, and assists clients with a wide variety of topics such as compliance with the Brown Act, Public Records Act, zoning and land use matters, code enforcement and contract drafting and compliance. She has over 12 years of experience in local government, including service as Chief Assistant City Attorney and Assistant City Attorney to other California municipalities. Ms. Cao will attend meetings of the South Pasadena Planning Commission. Ms. Cao is a resident of South Pasadena. • David Snow is proposed as the designated City Land Use and Housing attorney.

Mr. Snow is a shareholder in the Firm’s Public Law Department, and has over 30 years of experience, ten of those as a public agency land use planner. He has served as outside counsel for complex land use projects throughout the state and has also served as City Attorney and Assistant City Attorney in multiple California cities. Mr. Snow is a member of the American Institute of Certified Planners (AICP) and will attend meetings of the Planning Commission or City Council when needed. • A team of other attorneys at RWG were identified in RWG’s proposal, a copy of which is attached hereto as Attachment 2, to handle other matters as needed by the City of South Pasadena.

Next Steps
If the Council approves the Agreement for City Attorney Services with RWG, Roxanne Diaz at RWG will become the City Attorney for the City of South Pasadena. City staff will immediately begin working on the transition of legal services from CHW to RWG. If the Agreement is approved, the City would like to host a ‘Meet the Firm’ reception for RWG, the new City Attorney team and all residents of South Pasadena, and would facilitate meetings between RWG and each City department to begin the transition process.

If the Agreement is approved, the RWG team would work with CHW on a transition of legal cases and services. The City Council, in consultation with the new City Attorney, would determine whether any outstanding matters would continue to be handled by CHW or other legal counsel, and Staff will work with RWG on substitution of counsel on all other matters.
18 - 4
Award of City Attorney Contract
June 7, 2023

Fiscal Impact
The Subcommittee reviewed the fees proposed by all 11 firms which submitted proposals for the City Attorney contract. The Subcommittee found that the fees proposed by RWG were reasonable and comparable to other proposals.

For purposes of comparison, fees paid for City Attorney services by the City for the past four years provide insight into the fees proposed by RWG. The City’s 2022-23 Adopted Budget for the year ended June 30, 2023, as amended, provides $895,140 for City Attorney services. As of June 1, 2023, the City has incurred fees for City Attorney services equal to $800,971. For fiscal years 2022, 2021 and 2020, the amounts spent by the City for City Attorney services were $621,492.67, $612,207.03and $538,621.31, respectively.

The proposed agreement with RWG includes a scope of services to be provided for general services and special services, and includes oversight of the contract that will provide for significant process improvements, such as staff trainings, further detailed and transparent billings, department-level review of invoices, and other cost-saving measures to ensure a high level of service while managing the costs associated with the City’s legal services.

In consultation with RWG to provide an estimate of its legal fees for the 2023-24 fiscal year, the City has proposed to include $425,000 for City Attorney services. This amount includes the monthly retainer of $11,750 for the year and estimates for special projects, housing, litigation, code enforcement, and other anticipated legal services. City Council will take the opportunity at the midyear budget period to review the legal services costs at that time and revise the budget at that time, if necessary. The proposed agreement with RWG is for three (3) years, with two one-year (1) renewal options.

Key Performance Indicators and Strategic Plan
City Attorney Contract is related to Strategic Plan Item 1a Long Range Financial Planning.

Commission Review and Recommendation
This item was not reviewed by a commission. Rather, the Subcommittee working with City Staff issued a request for proposals to provide City Attorney services, evaluated the 11 submitted proposals and presented 4 firms to the entire City Council for interviews. As a result of that process and a contract negotiation with RWG, the Subcommittee is proposing that the City Council approve the Agreement with RWG.

Attachments:

1. City of South Pasadena City Attorney Request for Proposal

2. Proposal from Richards Watson & Gershon

3. Contract with Richards Watson & Gershon for City Attorney Services 18 - 5

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ATTACHMENT 1
City of South Pasadena City Attorney
Request for Proposal
18 - 7

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18 - 21
ATTACHMENT 2
Proposal from Richards Watson & Gershon
18 - 22
City of South Pasadena
Proposal for City Attorney Services
April 6, 2023
Roxanne Diaz
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
213.626.8484
[email protected]
In Your Community
At Your Side
18 - 23
City of South Pasadena
Proposal for City Attorney Services
Page i
April 6, 2023
Domenica K. Megerdichian
Deputy City Manager
City of South Pasadena
1414 Mission Street
South Pasadena, California 91030-3214
Reference: Response to RFP CM-23-001 - City Attorney Services Dear Ms. Megerdichian:

Richards, Watson & Gershon (RWG) is pleased to respond to the City of South Pasadena’s Request for Proposal for City Attorney Services.

RWG has been providing legal services for cities and public agencies for more than 65 years. From the first foray of our founder Glenn R. Watson to incorporate the new City of Dairy Valley (now Cerritos) in 1956 to our current statewide public law practice, RWG is proud of its role in helping California communities shape their future. We are a full-service law firm and currently serve as City Attorney to 24 California municipalities, and as general or special counsel to local and regional public agencies across the state.

As City Attorney, we propose Roxanne Diaz. Roxanne will be assisted in the primary provision of legal services by Stephanie Cao as Assistant City Attorney, as well as myself in providing Land Use and Housing services. In addition, our entire team of public law attorneys and legal specialists will support the City of South Pasadena in the substantive areas that are important to it.

Our proposal makes the same pledge we have made to our clients and upheld for more than 65 years: we will provide the highest quality professional legal services in a prompt and costeffective manner.

We would be excited and honored to serve as City Attorney. Most of our attorneys are career public lawyers and all of our attorneys appreciate the special opportunity we have to practice our chosen expertise for the public benefit. We understand and welcome the opportunity to work with the City of South Pasadena. We are confident that RWG’s experienced team and extensive resources would provide the best possible representation of the City. 18 - 24
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Page ii
Our contact information is as follows:

Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Phone: 213.626.8484
Roxanne Diaz
Phone: 213.626.8484
E-mail: [email protected]
David Snow
Phone: 213.626.8484
E-mail: [email protected]
This proposal and fee schedule are valid and binding for 120 days following the proposal due date of April 6, 2023 with an automatic extension should RWG be selected for contract negotiation.

We have completed a preliminary conflicts check of our public and private clients and, we are not precluded from representing South Pasadena but have identified a conflict related to a specific matter, which we further discuss in the Additional Information section of our proposal.

We appreciate your consideration of our proposal and look forward to discussing it with the City Council. In the meantime, if you or others at the City have any questions or comments, please do not hesitate to contact Roxanne or me.

Sincerely,
David M. Snow
Vice President, Board of Directors
J/rwgLAW
Our contact information is as follows:

Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Phone: 213.626.8484
Roxanne Diaz
Phone: 213.626.8484
E-mail: [email protected]
David Snow
Phone: 213.626.8484
E-mail: [email protected]
This proposal and fee schedule are valid and binding for 120 days following the proposal due date of April 6, 2023 with an automatic extension should RWG be selected for contract negotiation.

We have completed a preliminary conflicts check of our public and private clients and, we are not precluded from representing South Pasadena but have identified a conflict related to a specific matter, which we further discuss in the Additional Information section of our proposal.

We appreciate your consideration of our proposal and look forward to discussing it with the City Council. In the meantime, if you or others at the City have any questions or comments, please do not hesitate to contact Roxanne or me.

David M. Snow
Vice President, Board of Directors

RICHARDS WATSON GERSHON
City of South Pasadena
Proposal for City Attorney Services
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Table of Contents
Table of Contents
Page No.

Cover Letter ................................................................................................................................... i Executive Summary ....................................................................................................................... 1 Applicant/Firm Information .......................................................................................................... 3 Official Name, Address, and Entity ................................................................................... 3 Proposed City Attorney and Point of Contact .................................................................. 3 Office Locations ................................................................................................................ 3 Applicant/Firm Background .......................................................................................................... 4 A Premier Full-Service Firm ............................................................................................... 4 Seasoned City Attorney Team........................................................................................... 5 Office Locations ................................................................................................................ 5 Staff Services ..................................................................................................................... 5 Applicant/Firm Qualifications ....................................................................................................... 7 Experience - Scope of Work .............................................................................................. 7 Experience - Municipal Legal Services and Areas of Expertise ......................................... 9 Open Government and Ethics ........................................................................................... 9 Land Use and CEQA ........................................................................................................... 9 Housing ........................................................................................................................... 11 Real Estate....................................................................................................................... 12 Taxes and Fees ................................................................................................................ 12 Public Works ................................................................................................................... 13 Project Negotiation, Agreements, and Contracts ........................................................... 13 Public Safety .................................................................................................................... 13 Litigation and Litigation Approach .................................................................................. 14 Employment and Labor ................................................................................................... 16 Waste Management ....................................................................................................... 17 Election Law .................................................................................................................... 17 Environment and Natural Resources .............................................................................. 17 Principal Attorneys ...................................................................................................................... 19 Experience - Value Added ............................................................................................... 33 18 - 26
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Table of Contents
Methodology and Work Plan .......................................................................................... 33 Plan for the Delivery of Services ..................................................................................... 35 Work Assignments and Response Times ........................................................................ 36 Reporting of the Status of Projects, Requests, and Litigation ........................................ 36 Staff Training ................................................................................................................... 37 Client List ......................................................................................................................... 38 Team Availability ............................................................................................................. 38 References .................................................................................................................................. 39 Roxanne Diaz’ References ............................................................................................... 39 Stephanie Cao’s References ............................................................................................ 41 David Snow’s References ................................................................................................ 42 Pricing .......................................................................................................................................... 43 Tracking and Managing Legal Costs ................................................................................ 43 Billing Method ................................................................................................................. 47 Reimbursable Costs ........................................................................................................ 47 Staff Training .................................................................................................................. 48 Adjustments ................................................................................................................... 48 Specialized Services ........................................................................................................ 48 Additional Information and Conflicts of Interest ........................................................................ 50 Exhibits/Attachments
Exhibit 1 Attorney Biographies
Exhibit 2 Sample Litigation Victories
Exhibit 3 Sample E-Alerts
Exhibit 4 Sample Litigation Log
Exhibit 5 Sample Training Program
Exhibit 6 RWG Representative Public Law Client List
Exhibit 7 Sample Billing Statement
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Executive Summary
RWG has a successful history of representing cities like the City of South Pasadena in achieving their goals and protecting their small-town character and unique identity. We also understand how cities are under pressure to conform to state and federal law mandates and how those mandates often conflict with a community’s identity and goals. We are proposing a team with substantial experience in representing vibrant and innovative cities that desire to have a City Attorney participate as a member of the City’s management team. Roxanne Diaz is proposed to be City Attorney. Roxanne is a shareholder in the Firm’s Public Law Department and concentrates her practice on the representation of public agencies in a wide range of governmental law issues.

She has over 25 years of experience in local government, including service as City Attorney and Assistant City Attorney in multiple California cities. Roxanne will attend the City Council meetings.

Stephanie Cao is proposed as Assistant City Attorney and the City’s Planning Commission Attorney. Stephanie is a shareholder in the Firm’s Public Law Department and assists clients with a wide variety of topics such as compliance with the Brown Act, Public Records Act, zoning and land use matters, code enforcement and contract drafting and compliance. She has also served as City Attorney and is currently serving several municipalities in the role of Chief Assistant City Attorney and Assistance City Attorney. Stephanie will attend the Planning Commission meetings and assist Roxanne with the day-to-day work of the City.

David Snow is proposed as the City’s Land Use and Housing attorney. David is a shareholder in the Firm’s Public Law Department and has over 30 years of experience, ten of those as a public agency land use planner, and later serving as outside counsel for complex land use projects throughout the state and also as City Attorney and Assistant City Attorney in multiple California cities. David is also a member of the American Institute of Certified Planners (AICP) and will attend Planning Commission and/or City Council meetings when particular matters warrant his expertise.

We are committed to providing the City of South Pasadena high quality legal services in a cost-efficient manner. Although we are lawyers first, we are keenly aware that the delivery of legal services in the public arena is not the same as in the private sector. Our role is to assist the City Council and its management team in providing efficient and effective peoplebased services to the City’s residents, businesses, and guests. We work behind the scenes to help the City shine and accomplish its goals, while not being the center of attention or “out in front” of the City Council or the City Manager. We also recognize that the City Attorney’s role is to be a legal advisor and not a policymaker. Our proposed team will work collaboratively with City staff to achieve the City Council’s goals, but we will not overstep our role or insert ourselves where Why RWG?
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not needed. Recognizing that, we believe that we are the right choice right now for the City of South Pasadena for the following reasons:

We understand our role as the City’s legal “advisor.” We provide the City with clear and understandable advice and guidance with options weighing the pros and cons so the City Council and City Manager can make informed decisions. We are not afraid of the political consequences of giving the right legal advice but we are sensitive about how we deliver it. As an advisor, we provide the roadmap for the City’s decision making. This means we are collaborative, strategic, and practical.

We are a calming influence in the room. We are professional in demeanor and presence. We read the dynamics of the room and adjust accordingly. Whether it is being an advocate, an enforcer, a shield, or if the situation calls for it - taking one for the team, we understand that legal advice cannot be given in a vacuum.

We understand financial constraints. We do not seek to spend unnecessary resources and public money to over-lawyer a project. Rather, we service the City’s realistic legal needs. We use experienced attorneys to handle specialized issues quickly and efficiently. We work with City staff to help them learn to prepare routine documents, notices, etc. We recognize that cities view legal services as a necessary expense. We like to think that your legal services team is also an investment. Our goal is for the City to see the return on its investment in RWG. Additional information about our cost effective approach is discussed further below.

We practice and serve with integrity. That is our reputation. That is our promise. 18 - 29
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Applicant/Firm Information
Official Name, Address, and Entity
Richards, Watson & Gershon, A Professional Corporation
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Telephone: 213.626.8484
Richards, Watson & Gershon is a Professional Corporation and is not a subsidiary of any other firm or company. Our federal tax identification number is 95-3292015.

Proposed City Attorney and Point of Contact
Richards, Watson & Gershon,
A Professional Corporation
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Phone: 213.626.8484
Roxanne Diaz
Proposed City Attorney and Point of
Contact
Phone: 213.626.8484
E-mail: [email protected]
Office Locations
The City would be primarily supported by attorneys in our Los Angeles office. We also have offices in Orange County, Temecula, San Francisco, the Central Coast, and Sacramento, and subject matter specialists in those offices may serve the City from time to time.

Los Angeles Office - Headquarters
350 South Grand Avenue, 37 Floor
Los Angeles, California 90071
213.626.8484
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Applicant/Firm Background
RWG was founded in Los Angeles in 1954 and is a statewide leader in providing legal services to municipalities and other public agencies. We currently serve as City Attorney to 24 California municipalities and, in total, serve as General Counsel, or Special Counsel to more than 50 local and regional public agencies throughout California. Over our 69 years of representing public agencies, we have represented hundreds of public agencies including cities, special districts, community services districts, school districts, water districts, airports, counties, and joint powers authorities.

A Premier Full-Service Firm
RWG delivers a full spectrum of legal services with a specialized focus on public agency law, including:
 Administrative Law and
Government Regulation
 Affordable Housing
 Appellate Law
 California Coastal Act
 California Environmental
Quality Act (CEQA) /
National Environmental
Protection Act (NEPA)
 Civil Rights and
Constitutional Law
 Code Enforcement
 Conflicts of Interest
 Hazardous Materials
 Housing Laws
 Labor and Employment
 Land Use and Planning
 Litigation
 Municipal Taxation
 Municipal Torts
 Ordinances and
Resolutions
 Police and Fire Practices
 Political Reform Act
 Public Finance
 Public Works,
Construction, and
Contracting
 Real Estate
 Telecommunications
 Tort Defense
 Transportation
 Utilities and Franchising
 Water Law
 Writs and Appeals
Richards, Watson & Gershon provides California cities access to experienced specialists and statewide experts and the flexibility to scale the volume of services required to meet a city’s exact needs and accommodate changing demands over time.

We practice statewide from our offices in Los Angeles, Orange County, Temecula, San Francisco, the Central Coast and Sacramento. We understand the challenges faced by California cities and work to identify creative and practical solutions that are tailored to the particular needs of each client. We have built a reputation as the lawyers of choice for cities seeking effective, reliable, and efficient legal counsel to achieve their goals. Our attorneys have expertise in the wide variety of legal issues faced by public entities. We regularly represent our clients in transactional matters, administrative proceedings, and litigation at all levels of the state and federal court systems.
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Seasoned City Attorney Team
As stated in our Executive Summary, RWG is proposing a seasoned City Attorney team of the Firm’s shareholders to serve the City of South Pasadena. Roxanne Diaz will serve as City Attorney and has over 25 years of experience in public law. Stephanie Cao will serve as Assistant City Attorney and the City’s Planning Commission Attorney. Stephanie is also a resident of South Pasadena and has served on the City’s Public Safety Commission. David Snow will serve as the City’s Land Use and Housing Counsel with over 30 years of experience, both in planning and as an attorney. Copies of their biographies and the other specialists in our Firm are included in Exhibit 1.

With regard to the public recognition of the attorneys at RWG, many of our attorneys have been recognized in various capacities including as Southern California Super Lawyers. No more than 5% of Southern California attorneys earn a spot on the Super Lawyers list each year. Roxanne was selected to the Rising Stars list for State, Local & Municipal law in 2004, 2005, 2006 and 2007.

David Snow was selected to the Rising Stars list in 2008 for Environmental, Land Use & Zoning.

The Rising Stars list is similarly selective and honors lawyers who are under 40 or have been practicing less than 10 years.

Office Locations
The City would be primarily supported by attorneys in our Los Angeles office.

Los Angeles Office
350 South Grand Avenue, 37 Floor
Los Angeles, California 90071
213.626.8484
Staff Services
RWG’s more than 65 attorneys are supported by a staff of paralegals, professional legal assistants, management staff, and others working in numerous offices and support departments.

This includes our records center, an office services center, and information technology department. We also maintain teleconference and video conference capabilities, and electronic research resources. Our broad range of staff and professionals, paired with the latest in technology and management practices, allows us to serve each of our client’s unique needs in a timely, cost-effective, and productive manner.

Paralegals
We propose to use our Firm’s paralegals on assignments for the City when it is most cost-effective and efficient to do so. For example, Tracy Smith, our Paralegal Manager, is an Advanced Certified 18 - 32
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Paralegal and is NALA Certified with advanced certification in Trial Practice and Discovery. Tracy and our paralegal team often work with our litigators on assembling records in writ cases or performing discovery tasks. On the municipal law front, Tracy is versed in the Public Records Act and our paralegal team can assist with public records requests as well as provide assistance with drafting and/or reviewing resolutions or routine contracts. 18 - 33
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Applicant/Firm Qualifications
Experience - Scope of Work
RWG proposes to provide legal services that assist South Pasadena in carrying out its mission in providing effective and efficient municipal services for the community while preserving its quality of life and small-town character in a 21st century environment. We will provide services to South Pasadena in a professional, responsible, and unbiased manner at all times. We are able to provide all of the legal services listed in the Scope of Services.

Specifically, we are prepared to assist the City by:
 Providing clear and concise solution-oriented legal advice and consultation on a daily basis, as requested by members of the City Council, the City Manager, City Commissions, or City staff;
 Attending City Hall office hours at the times and days established between the City Attorney and City Manager;
 Attending City Council and Planning Commission meetings, as well as any other meetings as requested;
 Providing guidance concerning requirements of the Brown Act, Conflicts of Interest, the Political Reform Act, the Public Records Act, CEQA, land use and zoning, tort liability and risk, due process and other legal requirements;
 Providing trainings to elected and appointed officials and City staff, including but not limited to: AB 1234 Ethics Training, Ralph M. Brown Act Training, Public Records Request contracts/agreements, and other legal-related trainings as-needed;  Preparing, reviewing, and revising staff reports, resolutions, ordinances, legal opinions, contracts, deeds, leases, and all other legal documents as needed by the City;  Assisting with land use, property acquisitions, property disposals, public improvements, easements, dedications, and right-of-way vacations to help the City promote orderly development;
 Providing legal advice on land use and planning matters and compliance with CEQA for public and private projects;
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 Coordinating and/or advising the City in litigation matters including litigation not covered by the City’s general liability or worker’s compensation insurance or otherwise handled by outside legal counsel;
 Representing the City in litigation matters when assigned to the City Attorney by the City Council;
 Preparing quarterly status reports briefly summarizing the status of litigation matters as well as advising the City Council and City Manager of significant developments in such litigation;  Representing the City in inter-agency projects and other legal matters;  Coordinating with and managing outside legal counsel on City litigation and providing oversight of the City’s risk management program and general liability claims;  Providing legal advice and assistance to the City Manager and all operating departments in a collaborative and solution-oriented manner;
 Reviewing compliance with public records for public records requests, records destruction, and assist with contract development;
 Counseling the City regarding taxes, assessments, fees, and other financial advice, including budget and ACFR review and long-term financing options;  Drafting and updating the City’s General Plan, Specific Plans, Municipal Code, and Zoning Code, including regulations related to state and federal housing legislation.  Monitoring pending and current state and federal legislation and court decisions, as appropriate, and providing written updates on those that have the potential to affect the City, along with suggested action or changes in operations or procedures to assure compliance;
 Providing counsel on personnel matters including disciplinary actions and training; and  Generally, overseeing and managing the legal affairs of the City and ensuring compliance with all applicable laws.

As demonstrated throughout this proposal, we are exceptionally qualified to provide legal services to the City of South Pasadena. We will provide these services in the manner that the City desires, and we will tailor our services to best fit the City’s needs, budget, and style of 18 - 35
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governance. We recognize that not all public agencies are alike and we are committed to working with the City to learn how we best can serve its needs and achieve its goals.

Experience - Municipal Legal Services and Areas of Expertise The depth and diversity of our public law practice enables RWG to serve virtually all of a public agency’s legal needs. We have handled the entire spectrum of municipal concerns, including incorporating new cities, dissolving redevelopment agencies, forming joint powers authorities (“JPAs) and assessment districts, annexing territory, establishing city-county and city-city contract relationships, as well as providing day-to-day services as City Attorney. Below is a more in-depth overview and summary of the Firm’s experience in specific areas of municipal law.

Open Government and Ethics
Providing advice on the Brown Act, the Public Records Act, the Political Reform Act, and Government Code Section 1090 is a daily part of our practice. We have developed an AB 1234 Ethics training program that has been very well received by our clients. We prepare codes of conduct and lobbyist registration ordinances for our clients and we understand and embrace the higher ethical standards that are expected of public officials.

Land Use and CEQA
Our attorneys have expertise in all aspects of land use planning, including the drafting and implementation of general plans, specific plans, zoning ordinances, and subdivision ordinances and the application of state and federal environmental laws. Due to our experience as City Attorneys, we are well-versed in the procedural intricacies of planning and zoning law, ensuring that the approval or denial of a project will have a solid administrative record. RWG has extensive experience in negotiating complex development agreements for complex development projects, including large private-public partnerships, and drafting conditions of approval for projects of all sizes. We often are called upon to draft innovative zoning ordinances and to provide advice on novel regulatory questions. That said, we have drafted hundreds of traditional zoning ordinances as well as assisted on zoning code updates for our clients. In addition, our attorneys regularly work with local agency planning staffs and commissions providing needed advice on a range of planning matters including advising public agencies where we are not the city attorney or agency counsel.

RWG’s attorneys have been advising public entities concerning CEQA compliance since the statute was enacted in 1970. The proposed team of attorneys described above is well-versed in the details of CEQA, including the use of subsequent and supplemental environmental documents, addenda, and the ever-changing criteria for the study of various environmental topics such as traffic, air quality, climate change, historical resources, public services, cumulative 18 - 36
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impacts, and tribal cultural resources. We often work closely with lead agencies’ CEQA consultants and planners to ensure that the EIR or mitigated negative declaration for a project will withstand legal scrutiny. We have a long history of successfully creating records that withstand CEQA challenges.

Below is a small sample of our work for interesting projects in the areas of land use and CEQA.

Client Name
Description/
Nature of the Work
Size and Complexity
of the Project
City of Beverly Hills Provide legal advice to the
City Council, the Planning
Commission and Cultural
Heritage Commission, as
well as the Community
Development Department,
on a full range of land use
and CEQA issues.

Matters range from smaller single-family
residential and multi-family residential
projects, to major hotel renovations and
condominium projects with development
agreements, including innovative zoning
and land use regulations.

Burbank-GlendalePasadena Airport
Authority
Land use and CEQA advice
related to plans for a
replacement passenger
terminal building.

The replacement passenger terminal
project is exceedingly complex given the
history of the Bob Hope Airport, its
relationship with the City of Burbank, and
various constraints on Airport property.

The CEQA process was successfully
completed within the client’s tight
processing deadlines.

City of Pasadena Special Counsel to the City
in advising on an EIR and a
development agreement
for the redevelopment of
Parsons Site. The Firm also
provided advice regarding
compliance for approval of
a music festival.

The Parsons project proposed the
redevelopment of an existing office
building site to convert existing surface
parking areas to subterranean parking, and
mixed used commercial, office, and
residential development near high-quality
transit services. Separately, an EIR was
prepared for a proposal to sponsor annual
music festival events at the Rose Bowl,
presenting interesting analytical
challenges given nature of the project.
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Client Name
Description/
Nature of the Work
Size and Complexity
of the Project
City of East
Palo Alto
Special Counsel work to the
City to assist with the
Facebook-Campus project
in providing comments on
the EIR as well as the City of
Menlo Park’s General Plan
update EIR.

Assisted the City in reviewing and
commenting on environmental documents
to ensure that the projects, which are
outside of East Palo Alto City boundaries,
identified impacts in the City and
incorporated all appropriate mitigation.

City of San José Special Counsel to the City
advising on a development
agreement with Google for
the Downtown West
Mixed-Use Plan enabling
development of up to 7.3
million gross square feet of
office space, 4,000 new
housing units, 15 acres of
parks and open space, and
related infrastructure and
amenities.

Assisted the City Attorney’s office in
drafting and negotiating the development
agreement and related entitlement
documentation for the project.

Housing
RWG has extensive experience in California’s complex land use and housing matters. Since the State’s passage of the 2017 Housing Package, we have assembled an internal team of attorneys that dedicate time to monitor and stay up-to-date with California’s housing-related land use laws, including but not limited to Housing Element Law, the Housing Accountability Act, the Housing Crisis Act of 2019 (SB 330), Density Bonus Law, No Net Loss, the California Home Act (SB 9), Accessory Dwelling Units, and streamlined housing approvals (SB 35, AB 2011, and SB 6). For example, RWG attorney Diana Varat frequently presents legislative updates to city staff, planning commissions, and city councils to educate local officials on how best to comply with state law and simultaneously strive to maintain and create vibrant communities. RWG has drafted numerous ordinances to implement housing element law on topics including: accessory dwelling units, inclusionary housing, density bonuses, emergency shelters, transitional and supportive housing, and reasonable accommodations procedures.

We also have substantial expertise related to compliance with the recently enacted rigorous surplus property rules, the disposition of successor agency housing assets, and fulfilling the 18 - 38
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former redevelopment agency’s housing obligations. Finally, we regularly assist clients with matters related to state and federal fair housing laws.

Real Estate
RWG has broad and deep experience in real estate matters. Our attorneys regularly represent our public agency clients in connection with the acquisition, disposition, development, leasing, financing, and restructuring of commercial, industrial, and residential real estate, including infrastructure and bond financing, and the implementation of low-income housing loan and grant programs. We have structured transactions through a number of market cycles, and have led our clients into new structures as the economy has adjusted to market conditions.

We regularly assist public agencies on acquisition of property for public uses, including public facilities, parks, parking lots, and public infrastructure projects, such as light rail expansion projects, road widening and extension projects and realignments, freeway interchange projects, storm drain easements, grade separation projects, flood control easements, water transmission lines, and sewer lines. We represent public agencies in all aspects of the condemnation process, from the pre-acquisition planning phase to final resolution of the proceedings, including negotiated settlement, mediation, trial, and appeal. We advise public agencies regarding applicable state and federal regulations on projects involving federal funds, projects with Caltrans oversight, and on Federal Highway Administration (FHWA) and Federal Transit Administration (FTA) requirements, including legal issues pertaining to relocation assistance. We also regularly negotiate and prepare purchase and sale agreements, leases, easements, and licenses/rights of entry. Last, one of RWG’s attorneys previously represented Caltrans as a Deputy State Attorney and before that as a right-of-way agent for over ten years and this experience and knowledge has been helpful to a number of our clients in transactions with Caltrans.

Taxes and Fees
We understand the fiscal challenges faced by cities today, and we regularly assist our public agency clients to establish and increase fees, taxes, and assessments in compliance with the strict limits on local governments’ revenue powers, including Propositions 13 and 218 and the related initiatives, and Propositions 62 and 26. RWG is recognized as a statewide leader in the interpretation and implementation of the constitutional and statutory provisions enacted by these initiatives. We also have expertise in development impact fees (AB 1600 fees), and affordable housing impact fees. We also review investment policies for compliance with state laws and advise on state laws regarding general finance procedures. 18 - 39
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Public Works
RWG assists public agencies with procuring services necessary to construct facilities for public benefit, including water transmission facilities, sewers, storm drains, and many other public works. In addition to the Public Contract Code’s rigorous procurement process, public works projects are also subject to comprehensive Labor Code requirements. Navigating the comprehensive rules governing procurement of contractors, administering construction projects, resolving contractor disputes, as well as dealing with bid protests and subcontractor claims that arise all too often, and ensuring compliance with the Labor Code requirements, necessitates having guidance by attorneys experienced in all aspects of delivery of public works projects. RWG has many years of experience in assisting public agencies with their public works projects--from the conceptual stage through successful project completion, including resolution of any disputes and claims.

Project Negotiation, Agreements, and Contracts
Drafting and Implementation of Agreements and Contract Compliance Due to RWG’s broad representation of many California cities and other governmental entities the Firm has negotiated, drafted, and assisted with the implementation of numerous agreements on behalf of its clients with a variety of vendors, contractors, and consultants, including vendors who provide services for and within the city, such as solid waste franchise agreements, agreements for accounting services, agreements with financial institutions for banking services, and agreements with private entities that perform engineering and planning services. We also work with our cities to update their municipal codes related to purchasing procedures, including bid processes and delegation of authority to staff for contracting. We ensure compliance with the variety of state laws regarding contracts and public work bid procedures.

Project Negotiation
The Firm has extensive experience negotiating agreements on behalf of cities regarding a variety of projects, including: development agreements with developers of private projects, agreements with contractors who perform public works projects, telecommunications providers seeking to build new facilities in street rights-of-way or on other public properties, and leases or sales of property.

Public Safety
RWG represents several full-service cities that have their own police and fire departments. Our attorneys have experience in representing law enforcement agencies in response to Pitchess Motions and Henthorn/Giglio requests and have appeared at hundreds of hearings. In addition, we regularly advise police departments regarding other records requests, such as civil and 18 - 40
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criminal discovery requests, subpoenas, and Public Records Act requests, including those that request records under SB 1421 and AB 748. Our attorneys routinely defend police officers at deposition when it is expected that the officer will be asked to disclose confidential personnel information. We also provide training specific to police departments, for example related to Pitchess Motions.

Since the onset of SB 1421 and new changes in the law regarding the confidentiality of peace officer personnel records, our attorneys have provided presentations and trainings to law enforcement agencies and associations across the state on SB 1421 and AB 748. This training is focused on helping law enforcement agencies understand (i) the specific records that are now subject to disclosure, (ii) the redactions that may be made to those records, (iii) and the timelines for disclosures. We have also been called upon by some of our police department clients to review and redact the administrative investigation files that are subject to disclosure and prepare redacted versions of such records to produce in response to Public Records Act requests.

Litigation and Litigation Approach
Litigation Approach and Philosophy
Our litigators are consulted by our advisory attorneys at the first sign of potential litigation. In some instances, litigation may be avoided altogether by discussing the concerns of the parties and working toward resolving the problem. Initial perceptions about the scope and gravity of a potential litigation matter sometimes prove incorrect. Early communication may clarify positions and pave the way for cost-effective solutions before people become entrenched in their positions and begin incurring significant legal fees. If litigation is inevitable, we ensure that we communicate our evaluation of the matter as early as possible in order to manage the City’s expectations both from a strategy and cost perspective.

When a client is served with a lawsuit, our litigators consult with city staff most knowledgeable about the relevant events. We also work with the City’s risk management staff to determine at the outset whether insurance might cover the alleged claims, and to tender those claims accordingly. If necessary, we have filed appeals of coverage decisions made by joint powers insurance authorities.

We will prepare an initial case assessment for the City Council, City Manager, Risk Manager, or other city staff as appropriate. That assessment sets forth all options, and the advantages and disadvantages of each, based on available information and will provide a litigation budget. This early assessment is particularly critical in matters not covered by insurance. The City may then provide informed direction on whether to explore early settlement, whether to gather more information, whether to litigate the case, or whether to pursue another avenue involving a combination of strategies. Of course, the assessment of a case may change as the litigation 18 - 41
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progresses and additional facts surface. Our litigators immediately inform the City Attorney and appropriate city staff of any developments that alter previous advice.

Litigation Overview
Turning to the types of cases we handle, our litigators provide expertise in defending all manner of tort claims -- ranging from alleged dangerous conditions of public property to wrongful death claims arising from fatal accidents on public property, catastrophic landslides, law enforcement shootings, and other events. Litigators collaborate extensively with public safety staff outside of the courtroom, meeting regularly with staff on best practices to minimize risk of liability. RWG’s litigators have tried numerous cases to verdict before juries and judges in both state and federal courts. In high stakes cases, RWG’s appellate team will work directly with trial counsel where warranted, and with client approval, to ensure the most favorable record if the matter is appealed.

Our litigators also bring significant experience in defending against claims brought against cities by former employees, current full-time or part-time employees, and probationary employees.

Lawsuits in this area range from alleged discriminatory disciplinary action based on protected status to constructive or wrongful termination. RWG attorneys have defended public agencies throughout California in numerous administrative hearings and arbitrations involving alleged employment discrimination.

RWG litigators excel in representing public agencies in disputes involving public works projects, including construction defect cases, prevailing wage disputes, stop notice matters, and all breach of contract causes of action, such as delay claims, adequacy of construction specifications, liquidated damages, and unforeseen changed conditions. As an example, we achieved a favorable ruling in federal court that led a surety to pay the full amount of a performance bond - - $4.9 million -- after a developer defaulted on its obligation. The bond guaranteed public infrastructure involving two master-planned communities. We also recently successfully settled a construction defect case against a general contractor, architect, and construction manager for $3.4 million arising from massive leaks and other defects in a historic building.

We have successfully defended hundreds of petitions for writs of mandate under Code of Civil Procedure Section 1085 (traditional mandate) and Code of Civil Procedure Section 1094.5 (administrative mandamus). The subject areas involved in these lawsuits are too numerous for a comprehensive listing here, but CEQA cases comprise a significant part of our writ defense work. We have successfully defended against numerous CEQA lawsuits brought by neighborhood groups opposed to an approved project, as well as cases brought by a developer challenging the denial of a project. Our writ cases frequently involve challenges to the validity of various ordinances, including zoning ordinances, and challenges to the approval or denial of discretionary 18 - 42
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land use permits of all types. Elections law cases comprise a perennial part of our practice. We have challenged, and also defended challenges to the constitutional validity of ballot measures and the validity of ballot titles, ballot summaries, ballot questions, and ballot arguments.

In addition to the areas of law mentioned above, we have defended cases involving federal and state anti-discrimination laws in the areas of housing, public access, disability, inverse condemnation, annexation, public financing, municipal solid waste disposal, juvenile curfews, view preservation, firearms regulation, preferential parking, vehicle solicitation of day laborers, legislative term limits, mobile home rent control, and numerous other areas.

Our litigators have defended many challenges brought under the United States Constitution, including First Amendment free speech, free assembly, free exercise of religion, and establishment clause cases. We also have significant expertise in defending Second Amendment challenges to local zoning regulations and other local firearms laws. The Fourth Amendment’s prohibition against unlawful searches and seizures figures prominently in many of our cases representing public safety officers. The Fifth Amendment ban against takings without just compensation arises with some regularity in cases challenging the denial of land use permits.

Equal Protection and Due Process claims frequently accompany other challenges to legislative and quasi-adjudicative land use decisions. In addition to the Federal Constitution, counterpart provisions in the California Constitution frequently provide additional grounds for the legal challenges we have successfully defended.

RWG has extensive expertise and experience prosecuting city code violations. We partner with clients to update their code enforcement procedures and to expand their enforcement tools to include administrative citation procedures. In cases where traditional nuisance abatement or administrative citation remedies will not be effective, we succeed in obtaining civil injunctions requiring property owners to take corrective action and comply with local laws. We work closely with code enforcement staff to study and understand the specific circumstances of a code violation, and to develop the most effective approach for resolving the violation.

We have been very successful in defending the decisions of our municipal clients and examples of our litigation experience is listed in Exhibit 2.

Employment and Labor
RWG’s Employment and Labor Law Department represents public sector employers, both as general and special counsel, in all aspects of the employment relationship, including contract negotiations, discipline and termination, discrimination and harassment charges, disability law rights and obligations under FEHA and ADA, Fair Labor Standards Act claims, drafting and implementation of personnel policies, personnel investigations, trainings on workplace 18 - 43
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harassment and other personnel policies, labor relations, litigation, grievances and discipline appeals, and benefits administration. Our employee relations philosophy emphasizes the identification and resolution of issues before they result in liability or problems for a public employer.

Waste Management
RWG regularly provides advice to public entities on solid waste, diversion, organic waste, recycling matters, and franchise and solid waste collection agreements. RWG has assisted cities with their development of solid waste, recycling, and organic waste reduction ordinances and permit programs, and compliance with the requirements of AB 939 and SB 1383.

Election Law
RWG routinely represents public agencies on election and political law matters. We have extensive experience with initiatives, referenda and recalls, and we have drafted dozens of ballot measures, impartial analyses, initiative titles and summaries, and local campaign finance ordinances. On an annual basis, we advise city clerks on numerous election law matters such as calling elections, drafting ballot measures, qualifying initiative and referendum petitions, and addressing challenges to the election process. We also have successfully handled several important cases involving the application and interpretation of state election laws and we have spoken to audiences across the state on election law matters.

Environment and Natural Resources
RWG's environmental litigation lawyers have achieved favorable results for both public and private sector clients in a variety of complex environmental litigation matters arising under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 CERCLA, commonly known as Superfund, the Resource Conservation and Recovery Act (RCRA), the Clean Water Act, the California Environmental Quality Act (CEQA), and other federal, state, and common laws. We specialize in prosecution and defense of cost recovery litigation, litigation over contaminated sites, and environmental insurance coverage claims.

RWG also represents clients in a variety of environmental transactional and compliance matters.

This area of practice includes advising clients on due diligence related to real property transactions, indemnity agreements, remediation of contaminated sites, brownfields projects, reporting obligations, and compliance with permits, such as National Pollution Discharge Elimination System (NPDES) permits. We also have considerable experience in representing clients in administrative enforcement matters.
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Our environmental law experience includes issues stemming from hazardous materials and environmental contamination/brownfields. We help clients navigate the complex world of environmental remediation, guiding them through the oversight process, identifying responsible parties, reviewing land use covenants, and drafting agreements to reduce our clients’ long-term liability. Our litigation team has successfully represented our clients in obtaining relief from responsible parties as well as defending against claims that our clients were responsible for contamination.
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Principal Attorneys
At RWG, we believe that the City Attorney’s most important role is to understand the City Council’s goals and priorities, and then apply the legal services necessary to accomplish those goals in a legally compliant manner. While the City Attorney will be the primary contact with the City Council and City Manager, we believe a city is best represented, and most efficiently served, when attorneys with relevant expertise are assigned to work on specific matters to provide the highest quality product and promote efficiency. We are proposing a team of highly accomplished attorneys with important local government experience that will provide both expertise and value to the City of South Pasadena.

Roxanne Diaz will serve as the City Attorney and will be supported by Stephanie Cao as Assistant City Attorney and David Snow as Land Use and Housing Counsel. Depending on the workload and if needed, Marian Slocum has been designated as Deputy City Attorney. Both Stephanie and Marian are residents of South Pasadena. Marian has lived in the City since kindergarten and attended South Pasadena public schools. Additionally, we offer a team of legal specialists in various substantive areas that are important to the City of South Pasadena.

Each member of the primary City Attorney team are immediately available to provide the requested legal services to South Pasadena. Roxanne represents two small cities in Los Angeles County and does not have a conflict with South Pasadena’s City Council meeting nights. Currently her meeting schedule is as follows: the second and fourth Monday of each month and the fourth Wednesday of each month. She attends those meetings either in person or by Zoom pursuant to the client’s preference. Stephanie is available to attend the City’s Planning Commission meeting. David is available to attend meetings as needed.

Below is a description of the experience of the South Pasadena City Attorney team along with the various subject matter experts and copies of their biographies are included in Exhibit 1. 18 - 46
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Roxanne Diaz | City Attorney and Point of Contact
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Roxanne is a shareholder in the Public Law Department at Richards, Watson & Gershon and has been representing municipalities for over twenty-five years. Roxanne currently serves as City Attorney for two small cities in Los Angeles County, the City of Hidden Hills and the City of Maywood. She previously served as the City Attorney for the City of Indio, a large full-service city in the Coachella Valley as well as the City of Norwalk, a large contract city in Los Angeles County.

Roxanne’s experience ranges from representing small quaint communities to large developing cities and as such, she has a depth of experience in the variety of issues that are faced by municipalities. The sampling below illustrates Roxanne’s experience and areas of expertise.  Roxanne specializes in municipal law, land use, planning, the Brown Act, the Public Records Act, and Conflicts of interest. Essentially, she advises public entities on all aspects of municipal governance. She regularly works with city council members, planning departments, developers, and decision-makers on all types of land use issues, from specific plans for large mixed-use developments to variances and conditional use permits for controversial developments. She also negotiates complex contracts for atypical and unusual services to public agencies. Roxanne participates in and oversees litigation for her clients on a variety of subject matters ranging from tort cases to contract disputes and land use matters.  Roxanne, due to her representation of full service cities, fields questions from City staff, including public safety, on the wide variety of topics faced by a full service city such as South Pasadena. She works directly with City staff members at all levels on a daily basis creatively and effectively to answer their questions, which often come up at a moment’s notice while in the field or in the office.
 Roxanne participates in and oversees litigation, and is involved in case and settlement strategy for her clients on a variety of subject matters ranging from tort cases to contract disputes and land use matters. While she was Chief Assistant City Attorney for the City of Beverly Hills, Roxanne oversaw the hiring, managing and budgeting of outside counsel, who were hired to handle litigation matters that were not handled internally by RWG. She 18 - 47
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ensured that outside counsel provided frequent updates to the City, she managed litigation budgets, was involved in case strategy and served as the liaison between the City Attorney, City Council, and outside counsel. She fulfills this role in a much smaller capacity in the City of Maywood where she works with the City’s Third Party Claims Administrator in overseeing outside counsel, primarily on tort cases, and often attends mediations and conducts strategy sessions with the City Manager the City’s Third Party Claims Administrator.  Roxanne was the lead negotiator for the City of Indio for a landmark development agreement with Goldenvoice, LLC, the promoters and owners of the world’s largest and most famous music festival franchise, the Coachella Valley Music and Arts Festival and Stagecoach, which take place in the City of Indio every spring. David Snow assisted in the preparation and review of a thousand-plus-page unusual environmental impact report that evaluated the environmental effects of “music.” The development agreement ensures that the Coachella and Stagecoach festivals stay in the City of Indio through 2030 and allows Goldenvoice the ability to expand from its current three-festival format to a total of five festivals each year. In doing so, RWG negotiated and secured a guaranteed per-ticket fee, which provides much needed revenue to the City of Indio, as well as a related reimbursement agreement to ensure the festivals are cost-neutral to the city.
 Roxanne is well known for her expertise in the Public Records Act and the Brown Act. She is one of the original authors of The People's Business, A Guide to the California Public Records Act, published by the League of California Cities. She has served as a trainer in the areas of the Public Records Act and Brown Act for the City Clerk’s Association of California. This program trains city staffs across the state and serves as an introduction for those interested in becoming a city clerk. She also is a frequent speaker for the California Special District’s Association on the intersection of public records and records retention, conflicts of interest and good governance and she has developed several webinars for the association including “Form 700-Easier Than it Looks” and “Records Retention.”  Roxanne is a frequent speaker on transparency in local government and ethics and, more recently, homelessness. She provides AB 1234 training throughout the state and has been a speaker at the Independent Cities Association and California Cities Associations on ethics.

She also has worked with clients in drafting local ethics ordinances for their cities.  Roxanne also is involved in various professional organizations. She has actively been involved in the City Attorney’s Department of the California League of Cities, serving on various committees and as the League’s Parliamentarian for their annual business meetings from 2013 until 2021. She is a past Board Member of the California City Manager’s Foundation, and was the Past President of the City Attorney’s Association of Los Angeles County. 18 - 48
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 Roxanne is also active in her community with a focus on education, having been a speaker at schools and organizations advocating the importance of education to inner-city students.

Currently, Roxanne serves on the Board of Students Run Los Angeles (SRLA), a non-profit organization that challenges at-risk secondary students to experience the benefits of goal setting and improve their health through the training and completion of the Los Angeles Marathon. She is also on the Board of Reach Academy for Young Men, a non-profit organization concentrated on creating programs for young men focused on learning, leadership and growth in a relational, mentor-led, and positive environment. Lastly, Roxanne is a past Board Member of The John Thomas Dye School Board of Trustees, an independent K-6 day school in Los Angeles that is committed to purposeful learning and the cultivation of character. She served on the Board for nine years including leadership positions on various subcommittees.

Stephanie Cao | Assistant City Attorney
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Stephanie is a shareholder of the Firm and a member of the Public Law and Litigation Departments. Stephanie grew up in the San Gabriel Valley and now, along with her husband and two children, call South Pasadena their forever home. Stephanie loves the City, frequently participates in community activities, and most recently served two terms on the City’s Public Safety Commission. She has a keen interest in seeing the City continue to grow and thrive.  Stephanie is currently the Assistant City Attorney for Beverly Hills, the Assistant City Attorney for Monrovia, and Assistant General Counsel for the Greater Los Angeles County Vector Control District.
 Stephanie concentrates on the representation of public agencies and special districts in a wide range of governmental law issues and litigation matters in both state and federal courts.  Stephanie attends city council, planning commission, and board of trustee meetings, fielding questions from council members, commissioners, board of trustee members, and public 18 - 49
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agency staff on a wide variety of topics such as compliance with the Brown Act, Public Records Act, subpoena requests, and the Political Reform Act.
 Stephanie also advises on the adoption and implementation of laws and procedures applicable to cities and special districts and prepares written legal opinions on various related matters.
 Stephanie regularly represents and advises public agencies on matters including the drafting of contracts, resolutions, ordinances, litigation, proposed and enacted legislation and associated legal authority compliance, property rights, governmental tort claims, public works law, civil and constitutional law, and condemnation. She has served as legal counsel to over 20 public agencies in Southern California and is well-versed in the areas of legal compliance, ensuring continued compliance with the applicable legal acts and authorities in furtherance of risk avoidance, and negotiating favorable settlements for her clients.  She also advises numerous clients on various enforcement issues, helping her clients recover costs and assure the continued viability of enforcement programs. She works closely with enforcement teams, providing assistance in identifying and selecting cost-efficient and effective options to obtain compliance, enhance public health safety, rehabilitate properties, and maintain safer, cleaner neighborhoods. Stephanie has significant experience with code compliance and enforcement, including administrative citations and fines, cost-recovery programs, civil litigation, medical marijuana-related issues, permitting and inspection warrant issues, and nuisance abatement liens and assessments.

David Snow | Land Use
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Dave is a shareholder of the Firm and serves as a member of RWG’s Management Committee. He specializes in advising public agencies regarding land use regulation, CEQA, and NEPA.

The sampling below illustrates Dave’s experience and qualifications:
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 Dave is Assistant City Attorney for the City of Beverly Hills, where he serves as counsel to the Planning Commission and Cultural Heritage Commission. He previously served as the City Attorney for the City of Yucaipa for over ten years.
 Dave regularly advises clients on the complexities of land use matters including complying with constitutional limitations, and planning and zoning statutes. Projects include adoption of general plan updates and amendments, specific plans, development agreements, and zoning ordinances. Dave recently assisted the City of San José in negotiating a development agreement with Google related to a significant mixed use project, and previously assisted the City of East Palo Alto in the review of environmental documents related to the Facebook Campus project located just outside its City boundaries.  Dave is well versed in housing legislation and regularly advises cities on the issues and challenges in interpreting and implementing the ever evolving state housing laws.  Dave has been implementing CEQA and reviewing CEQA documents on behalf of public agencies for over 30 years, first as a public agency land use planner, and later as legal counsel.

Projects include large scale specific plans, coastal resort development, college expansion plans, city general plan updates, surface mining, music festivals in the Cities of Indio and Pasadena, controversial mixed use hotel/residential projects, and transit projects. He also advises on NEPA issues when federal action is involved.  Dave is a regular presenter on CEQA and land use matters, and previously served as an adjunct professor at the University of California, Irvine, teaching a course on land use development control. Dave has an in depth understanding of Tribal Cultural Resources in the CEQA context, and has spoken extensively on the topic with representatives from various tribes and the Native American Heritage Commission.
 Dave is a member of the American Planning Association and the American Institute of Certified Planners. He previously served two terms as the Vice President, Policy and Legislation, of the American Planning Association, California Chapter (APA California), the premier professional organization representing the field of city and regional planning in California. Dave also serves on the APA California Amicus Committee in reviewing and developing sound planning positions on key California litigation.  Dave previously served on the League of California Cities Legal Advocacy Committee, which reviews and provides recommendations and input regarding requests for amicus support in cases involving issues important to California cities.
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Marian Slocum | Deputy City Attorney
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
As a member of RWG’s Public Law Department, Marian advises local governments and other public agencies on advisory matters that deal with the Brown Act, the Political Reform Act, the Public Records Act, planning and zoning laws, and other legal issues public agencies may face.

She also assists staff with transactional matters including drafting and reviewing ordinances, resolutions, contracts, and staff reports. Marian reviews current and pending legislation and counsels clients with respect to changes in the law. Marian is a life-long resident of the City of South Pasadena having lived in the City since she was five years old and attended South Pasadena public schools from kindergarten through high school.

Diana Varat | Land Use/Housing
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Drawing from her background in urban planning, Diana has advised dozens of public agencies in California on complex land use and housing matters. Diana has focused her practice on compliance with California’s housing-related land use laws, including Housing Element Law, the Housing Accountability Act, the Housing Crisis Act of 2019 (SB 330), Density Bonus Law, Accessory Dwelling Units, and streamlined housing approvals (SB 35).

As an expert in ethics laws, Diana also helps public officials analyze potential conflicts of interest under the Political Reform Act and Government Code Section 1090. With her guidance, public 18 - 52
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officials have sought and received favorable advice from the Fair Political Practices Commission, allowing them to participate in agency decisions without violating conflict of interest laws.

The sampling below illustrates Diana’s experience and qualifications:
 Diana provides legal assistance regarding housing and land use laws to cities across California, including the Cities of Sunnyvale, Mill Valley, Davis, Newport Beach, Agoura Hills, and Simi Valley. She formerly served as the Assistant City Attorney for the Cities of Agoura Hills and Manhattan Beach. Diana has helped prepare and review general plan updates (with a special focus on housing element updates), specific plans, and zoning code amendments. She has drafted numerous ordinances on topics including: accessory dwelling units, inclusionary housing, density bonuses, emergency shelters, transitional and supportive housing, and reasonable accommodations procedures.
 Diana also frequently assists planning department staff and planning commissions in their review of specific project applications. In addition to ensuring CEQA compliance, Diana analyzes local agency obligations under the Housing Accountability Act and Density Bonus Law to ensure that her clients review proposed housing projects in conformance with state law, comply with applicable procedural requirements, and reduce litigation risk. Projects include transit-oriented specific plans, mixed-use infill projects, controversial housing projects, and smaller projects like accessory dwelling units and SB 9 applications.  Diana frequently presents on housing and land use matters, and has served as a lecturer at both the University of California, Los Angeles and the California State University, Northridge, where she taught a course on the Legal Foundations of Planning. Diana frequently provides legislative updates regarding new housing and land use laws for city staff, planning commissions, and city councils, and has provided the annual legislative update to the Orange County Section of the California APA since 2018.
 Diana is a member of the American Planning Association and previously served as the Vice Director of Policy for the Los Angeles Section of the American Planning Association. She earned her Master of Arts in Urban Planning at UCLA concurrently with her law degree. 18 - 53
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Ginetta Giovinco | CEQA and Land Use Litigation
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Ginetta is a shareholder and currently serves as Chair of the Firm’s Coastal Department and is a member of the Firm’s Management Committee. Ginetta specializes in CEQA and land use litigation, including writs of mandate and appeals. Ginetta also provides advisory legal services, including on land use matters where litigation is anticipated. The sampling below illustrates Ginetta’s experience and qualifications:
 Ginetta has litigated more than 80 cases in state and federal court, including more than 50 land use and CEQA cases. Ginetta regularly advises public agencies on CEQA compliance in connection with the processing of initial studies, negative declarations, and environmental impact reports.
 Ginetta is a co-author of chapters in the California Administrative Mandamus (3d ed.), California Civil Writ Practice (4th ed.), and California Civil Discovery Practice (4th ed.) treatises published by the Continuing Education of the Bar.
 Ginetta has several published appellate decisions, including:
o Save Our Access-San Gabriel Mountains v. Watershed Conservation Authority (2021) 68 Cal.App.5th 8 (upholding trial court conclusion that CEQA does not categorically require analysis of alternatives other than the statutorily-required “no project” alternative in an environmental impact report, and reversing trial court to hold that the project’s reduction in parking was not an environmental impact, thereby obtaining a complete victory on all issues in the case; represented public agency). o Covina Residents for Responsible Development v. City of Covina, et al. (2018) 21 Cal.App.5th 712 (holding that CEQA exemption which took effect three months before city approved project applied and exempted consideration of project’s parking impacts; represented city).
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o San Diegans for Open Government, et al. v. City of San Diego, et al. (2016) 6 Cal.App.5th 995 (clarifying level of administrative appeal review required for subsequent CEQA review; represented real party in interest). o Coalition for a Sustainable Future in Yucaipa v. City of Yucaipa, et al. (2015) 238 Cal.App.4th 513 (establishing limitations on when attorneys’ fees may be awarded in CEQA litigation under Private Attorneys General Act catalyst theory; represented city). o Eiskamp v. Pajaro Valley Water Management Agency (2012) 203 Cal.App.4th 97 (upholding dismissal of a challenge to an ordinance that increased groundwater augmentation charges for well operators; represented water agency). o South Orange County Wastewater Authority v. City of Dana Point (2011) 196 Cal.App.4th 1604 (holding that a mitigated negative declaration prepared for a rezoning project was not required to study the impacts of an existing sewage treatment plant on the project; represented real party in interest). o Habitat Trust for Wildlife, Inc. v. City of Rancho Cucamonga (2009) 175 Cal.App.4th 1306 (upholding city’s right to select a qualified conservation entity to receive mitigation lands dedicated by a developer; represented city).  Ginetta is AV Preeminent Rated by Martindale-Hubbell, has an Avvo rating of 10/10, and was named a Southern California Super Lawyer from 2014 through 2018.

Robert Ceccon | Tort and Police Liability Litigation
Los Angeles Office
Phone: 213.626.8484
Email: [email protected]
Bob is a shareholder and public entity litigator with extensive trial experience. He is the Chair of the Litigation Department. Bob has tried to verdict more than 25 lawsuits and arbitrated dozens more. He represents governmental entities in lawsuits alleging dangerous conditions of public property, police liability, and inverse condemnation.

Bob is an expert on the California Tort Claims Act. He authored a book for the California Continuing Education of the Bar titled "Action Guide: Handling Claims Against Government 18 - 55
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Entities." He co-authored the California Continuing Education of the Bar’s "California Government Tort Liability Practice," which is regarded as the leading treatise on that subject.

Jennifer Petrusis | Police Advisory and Liability Litigation Los Angeles Office
Telephone: 213.626.8484
E-mail: [email protected]
Jennifer is a shareholder and a member of the Firm’s Litigation Department. She has devoted her practice to advising and representing police departments and public agencies. With extensive experience in civil litigation and knowledge of criminal law and procedure, Jennifer is in the unique position of being able to advise and represent police departments and their members in a variety of contexts.

Jennifer splits her practice between being a legal advisor to police departments, and vigorously litigating on behalf of cities, public employees, and peace officers. As a police defense litigator, Jennifer has represented police officers in police liability and civil rights lawsuits alleging excessive force, wrongful death, false arrest, false imprisonment, illegal search and seizure, malicious prosecution, personal injury, and other torts. Additionally, Jennifer’s experience in representing cities and their employees includes lawsuits alleging constitutional rights violations and various allegations of tort liability and damage claims, including inverse condemnation, employment claims, and dangerous condition of public property.

Jennifer also regularly advises her police clients regarding policies and procedures, including those regarding new and emerging technologies such as body-worn cameras, automated license plate readers, and long-range acoustic devices. Jennifer represents several police departments in Pitchess and Brady Motions, and assists records staff in responding to various types of document requests, such as Public Records Act requests, subpoenas, criminal discovery requests, and civil discovery requests. Jennifer also regularly files petitions to retain and destroy confiscated deadly weapons and advises property and evidence technicians on various retention and return of property matters.

Jennifer is one of the relatively few private civil attorneys with experience in obtaining a gang injunction. Jennifer was part of the team that obtained an injunction on behalf of the City of 18 - 56
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Monrovia against the activities of two rival criminal street gangs. The injunction prohibits members of the two gangs from publicly congregating together, and from engaging in specified activities, within a three and one-half square mile "Safety Zone" the court designated in parts of Monrovia and adjacent unincorporated areas of Los Angeles County.

Jennifer is also General Counsel for the South Bay Regional Public Communications Authority, a Joint Powers Authority that provides police and fire dispatch services to several cities in the South Bay.

Jennifer is also a code prosecutor and has represented several cities in administrative, criminal, and civil code enforcement matters including for the Cities of Artesia, Jurupa Valley, Temecula, Manhattan Beach, Mission Viejo, Moorpark, Calimesa, La Mirada, Laguna Niguel, Seal Beach, and Banning.

Jennifer represents the police departments of the Cities of Beverly Hills, Banning, Brea, Covina, Davis, Fairfield, Indio, Manhattan Beach, Monrovia, Seal Beach, and for the Hollywood Burbank Airport. Additionally, Jennifer provides legal advice and represents the Cities of Agoura Hills, Banning, Beverly Hills, Calimesa, Gardena, Hidden Hills, Highland, Jurupa Valley, La Mirada, Moorpark, Rancho Cucamonga, Temecula, Westlake Village, and Yucaipa.

Robin Harris | Taxes, Assessments, and Fees
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Robin is a shareholder of RWG and has more than 35 years of experience in public finance, public agency law, solid waste, and redevelopment law. Robin represents our clients in a wide range of financial transactions, including the formation of assessment districts and community facilities districts, and the levy of taxes and fees. Robin is experienced in the areas of redevelopment agency and successor agency tax-allocation bonds, special assessment bonds, Mello-Roos bonds, certificates of participation and revenue bonds, including bonds issued pursuant to the MarksRoos Local Bond Pooling Act. Robin is experienced in all aspects of redevelopment law and for the past ten years has assisted in the wind down of dissolved redevelopment agencies. 18 - 57
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Robin has assisted numerous local agencies in forming assessment districts under the Municipal Improvement Act of 1913, the Landscaping and Lighting Act of 1972, and the Business Improvement District Acts, as well as other statutes, and has extensive experience regarding the implications of Propositions 13, 62, 218, and 26 on such financing mechanisms as well as taxes and fees. Robin also has extensive experience advising cities regarding compliance with SB 1383 and the Surplus Act.

Rebecca Green | Labor and Employment
Los Angeles Office
Phone: 213.626.8484
E-mail: [email protected]
Rebecca is a shareholder and Chair of the Labor and Employment Department. She represents cities and other public agencies on labor and employment issues including hiring and recruitment, compliance with state and federal labor regulations, drafting and implementing personnel policies, discrimination and harassment prevention, reasonable accommodation and the interactive process, discipline and termination. Rebecca also conducts personnel investigations and provides training to ensure compliance with rapidly changing labor and employment laws. She represents cities in personnel hearings, including appeals of discipline, and negotiates with employee associations to resolve grievances and reach memoranda of understanding under the Meyers-Milias-Brown Act.

As a litigator, Rebecca also represents clients in labor and employment disputes, including in mediation, arbitration, administrative hearings, and litigation in state and federal court.

Rebecca's experience as a litigator gives her a unique insight into the prevention and negotiation of employment disputes, with an eye toward staving off litigation. 18 - 58
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Paula Baeza | Real Estate
Brea Office
Phone: 714.990.0901
E-mail: [email protected]
Paula represents city and public agency clients on eminent domain and real estate issues. Paula works closely with clients in project planning and the pre-acquisition phase of the eminent domain process to analyze any issues that may arise in the proposed acquisition. Paula’s experience is that taking an active role in the pre-acquisition stage, ensuring the clients follow the pre-acquisition procedures and facilitating meetings with clients, impacted owners, utility holders, and appraisers often results in successful negotiation, early resolution of acquisitions, and minimizes the legal issues in any filed eminent domain proceedings.

Paula has represented the Cities of Anaheim, Brea, Buena Park, Indio, Manteca, Moorpark, Rancho Cucamonga, Seaside, Temecula, and Yucaipa and the former Palm Desert Redevelopment Agency on acquisitions and real property-related issues. She is currently lead acquisition counsel for the Cities of Banning, Jurupa Valley, and Temecula.

Paula’s practice focuses on representing cities and public agencies on acquisition-related issues, including pre-acquisition issues, analysis of property interests required for a project, appraisal and negotiation issues, relocation assistance, preparation of purchase and sale agreements, rights of entry, and analysis of title and escrow documents. Paula handles eminent domain proceedings involving challenges to the public agency’s right to take, precondemnation damage claims, severance damage claims, claims for loss of business goodwill, and other valuation issues.

Paula has assisted clients on acquisition of property for public facilities, parks, parking lots, public works projects, road widening, extension projects and realignments, freeway interchange projects, storm drain easements, flood control easements, water transmission lines, and sewer lines. Paula advises clients regarding applicable state and federal regulations on projects involving federal funds and projects with Caltrans oversight. 18 - 59
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Proposal for City Attorney Services

Experience - Value Added
In further elaborating on what we bring to the City, it is without question that RWG clients reap the efficiency benefits that come from having one of the largest municipal law practices in California at their side. RWG maintains an extensive library of forms to minimize the time spent by attorneys on routine documents such as standard contracts and boilerplate responses to public records requests. RWG also regularly issues “e-Alerts” to advise our clients about “breaking news” as it occurs. Three sample e-Alerts are attached as Exhibit 3.

RWG’s large public agency client base means that any one public agency client will pay only a small fraction of the cost for legal work on matters that are common to other public agency clients. Such matters include annual reports on new legislation and the drafting of ordinances or policies in response to new court decisions. Virtually all work on the COVID-19 Pandemic, housing legislation, redevelopment dissolution, and NPDES permit review, as examples, have been on a shared cost basis that created economy for all of our affected clients. Those costs are not shared with clients that are not facing such issues.

The Firm’s Public Law Department holds regular and frequent meetings where attorneys come together to discuss topics of interest in the municipal law field. As necessary, the Department assigns a particular attorney or group of attorneys to research and analyze an issue in more depth, and report back to the entire group.

Our departments have extensive and ongoing training programs for our attorneys. The Firm organizes meetings where attorneys provide presentations on matters such as the Brown Act, the role of counsel at public meetings, election law, conflicts of interest, the Subdivision Map Act, eminent domain, water law, CEQA, and various other legal topics. In addition, RWG is actively involved in several public law organizations, including the League of California Cities and the California Special District Association. Our attorneys spend considerable time attending educational conferences, as well as lecturing and writing about events of current legal importance.

Methodology and Work Plan
A stable client service team with well-defined roles is critical for ensuring that the City’s needs and service expectations are continuously met. In the RWG model, the City Attorney manages legal resources to ensure that the City receives the highest quality services in the most efficient manner to control legal costs. RWG is committed to giving the City the attention of our talented group of attorneys, and to delivering timely, high quality, and practical advice on a cost-efficient basis. We believe that establishing a client service team at the outset of a representation is an invaluable measure to ensure that the City’s needs and service expectations are continuously met.
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When it comes to interactions and our working relationship with the City Manager, City staff, and City Council, we regard accessibility and responsiveness as two of the most critical factors in the provision of legal services. Roxanne understands the importance of developing open relationships with the City Council, the City Manager, and City staff to allow effective communication, in accordance with the City’s policies. We can be reached at virtually all times.

Roxanne and all of our attorneys are committed to providing the City with prompt responses to questions and work product requests. We take pride in our ability to provide a complete and accurate response to assignments and inquiries within whatever reasonable time constraints are imposed and to manage our cases with extensive client communication and input. Ordinarily, we will respond promptly within 24 hours of its receipt. Furthermore, all of our attorneys are available to attend meetings in person on short notice.

In addition to the designated team of attorneys, RWG has over 65 attorneys and a staff that includes numerous management and support departments, including a records center, an office services center, and information technology. We also have teleconference, video conference, and electronic research resources. Our broad range of staff and professionals, paired with the latest in technology and management practices, allows us to serve the City’s unique needs in a timely, cost-effective, and productive manner. We do not bill for support staff services. Our communication infrastructure and technology resources allow us to work seamlessly with attorneys in each of RWG’s offices.

The role of the City Attorney is to be a legal advisor and facilitator and not a policy maker. RWG’s attorneys are nonpartisan at all times when providing legal services. We view the City Attorney’s role as a member of the management team who works cooperatively with the City Manager and City staff to achieve the goals established by the City Council while protecting the municipality from legal risk. We help find legally compliant solutions to problems and assist City staff with the development of programs and policies that further the City Council’s directives.

In meetings, Roxanne will participate at the level expected and desired by the City Council. Unless a legal question arises, generally it is not necessary or appropriate for the City Attorney to interject in a meeting’s discussion until requested by the Mayor, a city council member, or city staff.

Roxanne will provide office hours at City Hall on regular City Council meeting days or any other days requested by the City Manager. Roxanne has found that regular meetings or “check-ins” with the City Manager and Department Heads is critical in forming a good working relationship and she ensures that her interactions are straight-forward, clear, and without legalese. With respect to the City Council, there is no one-size fits all approach. Each council member will have their communication style and approach. As such, Roxanne will meet with each council member so that expectations are set early on in the relationship. Substantively, we understand and do 18 - 61
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not lose sight of the fact that the City Attorney’s role is to implement the policies and direction of the City Council as a whole and to provide unbiased advice.

In addition, during office hours Roxanne will be available to meet with City staff as appropriate.

These in-person conferences are invaluable both for learning the factual context for a particular matter and for brainstorming solutions to problems.

Preparation. Prior to the commencement of City Attorney services, Roxanne would meet with the City Manager, current City Attorney, and Department Heads to discuss pending and upcoming projects as well as ask questions regarding how each department utilizes the services of the City Attorney. Roxanne understands that every city is unique and believes it is important from the outset to understand the City Council’s goals in the delivery of legal services before she begins the assessment process. This initial intake of the City’s processes, documents, and workload will enable Roxanne to determine not only how best to deliver legal services but also introduce, recommend, and, if desired, implement efficiencies without sacrificing quality.

Another important aspect of our preparation is to build rapport and trust with the City’s leadership team.

In addition to ensuring that we are on the same page in terms of the philosophy of providing legal services, Roxanne also would become generally familiar with the City’s General Plan and Municipal Code as well as City Council’s policies and procedures. RWG’s preparation will be provided at no cost to the City.

Plan for the Delivery of Services
For a municipality like South Pasadena, we anticipate that Roxanne, Stephanie, and David will handle the majority of the assignments from the City. That said, there may be a need for specialized legal services, and in that case, it is most efficient and effective to have such tasks assigned to an attorney who specializes in that field. We believe the municipality is best represented, and most efficiently served, when the City Attorney not only handles matters for the City but also operates as a manager of legal services. In the RWG model, the City Attorney manages available resources to ensure that assignments are completed promptly, quality is maintained, and legal costs are controlled.

As City Attorney, Roxanne will work closely with the City Council, the City Manager, and City staff to ensure that all assignments are handled in an efficient and timely manner and as requested by the City Council or City staff. Other Firm attorneys with relevant expertise may be assigned to work on specific matters to provide the highest quality product and promote efficiency. 18 - 62
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Work Assignments and Response Times
Roxanne will provide the highest level of service to South Pasadena by creating and maintaining open relationships with the City Council, the City Manager, and City staff to allow effective communication, in accordance with the City’s policies. Although Roxanne, Stephanie, and David will be South Pasadena’s lead attorneys, the City Council, City Manager, and City staff will know and work with a core group of our attorneys on a regular basis.

Initially, assignments will be sent to Roxanne who will handle the matter or route the matter to the appropriate member on the City Attorney team. Once we have an understanding of the needs of the City, Roxanne can determine if it is more efficient and effective to route questions and assignments to the City Attorney team member that has the expertise in that area. We have also included a Deputy City Attorney as part of the City Attorney team if the workload warrants this additional support. In short, the City always has someone to contact.

Our attorneys have a great deal of experience and often can provide a city official with an immediate general discussion of the issues involved in a particular question. For routine questions our goal is to respond as quickly as possible but within 24 hours. Of course, some complex questions cannot be answered on the spot and will require further research and analysis before a final answer or legal position can be taken on a matter. While a number of tasks depend on the complexity and urgency of the matter such as drafting ordinances or development agreements, our goal is to respond in a manner that is efficient with an excellent work product and within the time-frames needed or specified by the City. With over 65 attorneys, the Firm can immediately assign someone to handle a matter, and often that person already has background knowledge that facilitates a quick and efficient response. Roxanne is available to the City Council and City Manager by phone, text, or email at any time. Messages and calls from the City Manager and City Council will be returned promptly. Roxanne takes pride in being accessible and available to the City Council and City Manager.

Reporting of the Status of Projects, Requests, and Litigation As an additional service, we provide written reports to the City Council and City Manager on threatened or pending litigation or other significant legal developments affecting the City.

For example, to effectively monitor pending lawsuits and control litigation costs, RWG has developed a litigation log that can be updated and provided on a quarterly basis, as the City requested in its Request for Proposals. This report tracks the status of each lawsuit, the risk of liability, potential monetary exposure, and the legal fees and costs incurred to date. A sample of the litigation log is included as Exhibit 4, but it can be tailored to suit the City’s needs. 18 - 63
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As discussed in the “Litigation Approach” section above, litigation can be one of the most unpredictable costs in a City’s legal budget because the City does not fully control the process.

Whenever our clients are considering initiation of litigation or have been named in a lawsuit, we provide a rigorous evaluation of the cost of proceeding to trial versus the financial and policy impacts of a settlement. At every juncture where a decision is appropriate, we will seek the City Council’s direction whether to proceed or attempt to settle the matter. In seeking that direction, we will estimate the cost to the City of litigating a case to completion (including the cost to file motions, try the case, and pursue or defend an appeal).

Staff Training
RWG provides training to City staff in both relevant substantive laws and in the use of forms or templates for routine items. This training reduces the need of City staff to seek assistance from the City Attorney’s office on basic matters. In the last year, Roxanne has provided training in a number of areas including Planning and Land Use 101, the Anatomy of a Contract, local government fundamentals (Brown Act, Public Records Act and Conflicts of Interest), and Records Retention. In addition, Roxanne has developed a training program related to the processing and compliance with the Public Records Act. In providing this training, our goal is to help City staff understand their duties under the Act, develop the skill-set of how to review and analyze public records requests and be self-sufficient in the processing of records requests. A sample of one of Roxanne’s training programs is attached as Exhibit 5. As you will see, the information is communicated in a manner to keep City staff engaged and it eliminates as much legal jargon as possible. Roxanne believes that legal concepts can be taught in a common-sense and practical approach.

When new substantive laws are passed, we often provide specialized training to specific departments such as the Planning Department. In the last several years, we have provided training on the following topics: yearly housing and land use law updates, accessory dwelling units, the housing element, Housing Crisis Act, the Permit Streamlining Act, and the California Environmental Quality Act. Recently, Roxanne provided a specialized training in AB 2449 related to post-COVID teleconferencing of public meetings.

In addition, RWG provides training to the City Council and its Commissions. RWG has developed an AB 1234 Ethics training program that has been very well received by our clients and we can provide the City with this in-person training every year. We also provide our clients access to our on-demand AB 1234 webinar free of charge. In addition, when new council members are elected, we provide individual training on the Brown Act and Conflict of Interest laws as well as meeting management. This helps to orient newly elected council members with the legal and ethical limitations associated with their work on behalf of the public. 18 - 64
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RWG will provide without charge one two-hour AB 1234 training session each fiscal year and up to 15 hours of training each fiscal year on topics mutually agreed upon with the City Manager.

Overall, our training sessions are designed to increase efficiency, improve performance, and reduce legal costs. We also provide to our clients annual updates of handbooks (in paper and electronic form) that explain the Brown Act, the Public Records Act, and the Political Reform Act.

Client List
Included as Exhibit 6 is RWG’s Representative Public Law Client List.

Team Availability
Roxanne, Stephanie, David, and Marian are immediately available to provide the requested legal services to South Pasadena. Roxanne represents two small cities in Los Angeles County and does not have a conflict with South Pasadena’s City Council meeting nights. Stephanie is available to attend the City’s Planning Commission meetings as well as provide office hours on meeting days and provide services to the City as needed. David and Marian are available to provide assistance as needed.
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References
Roxanne Diaz’ References
Reference Name Reference Related Experience
Jennifer Vasquez, City Manager
City of Maywood
4319 East Slauson Avenue
Maywood, California 90270
Phone: 323.562.5712
E-mail: [email protected]
Roxanne currently serves as the City
Attorney for the City of Maywood.

Roxanne has worked with Ms. Vasquez
since her appointment as City Manager in
2019.

Roxanne provides all general municipal
services to the City and the City Council
working through the City Manager. She
oversees litigation that is handled by
RWG as well as litigation that is handled
by outside counsel, mainly tort litigation.

Mark Scott, Retired City Manager
City of Indio
Confidential Home Address
Phone: 559.801.1151
E-mail: [email protected]
Roxanne worked with Mr. Scott when he
was City Manager for the City of Indio
from 2017 until he retired in 2021.

Previously, she worked with Mr. Scott in
Beverly Hills.

Glenn Miller, City Council Member
City of Indio
100 Civic Center Drive
Indio, California 92201
Phone: 760.275.6000
E-mail: [email protected]
Roxanne worked with Council Member
Miller when she was City Attorney for the
City of Indio from 2011 through 2022.

Roxanne handled all aspects of the City’s
general municipal services, which
included a police department and a
separate water agency. She was on-site
every other week for several days at a
time and worked closely with the City
Manager, members of the City Council
and various department heads. She
managed litigation handled by RWG as
well as outside counsel.
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Proposal for City Attorney Services

Reference Name Reference Related Experience
Jennifer Perez, City Council Member
City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Phone: 562-818-2192
Email: [email protected]
Roxanne worked with Council Member
Perez both as City Attorney and Planning
Commission Attorney for the City of
Norwalk during the years 2010 through
2019.

Roxanne handled all aspects of the City’s
general municipal services, which
included a separate transportation
agency, while she was City Attorney from
2015 through 2019. Roxanne was
previously the Planning Commission
Attorney from 2001-2015.

Richard Montgomery, Mayor
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, California 90266
Phone: 310.780.3577
E-mail: [email protected]
Roxanne was the first City Attorney for
the City of Manhattan Beach when they
transitioned from an in-house City
Attorney to a contract City Attorney in
2011. She provided all general municipal
services for this full-services city and
worked on-site at City Hall for several
days each week.

She also managed successfully, specific
litigation related to the former City
Manager and City Attorney, with the use
of outside counsel. RWG still serves as
City Attorney since Roxanne transitioned
from the City in 2012. In addition,
Roxanne worked with Mayor Pro Tem
Montgomery in his role with the
Independent Cities Association. Roxanne
has been a speaker at a number of the
conferences Mayor Pro Tem
Montgomery has organized.
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Stephanie Cao’s References
Reference Name Reference Related Experience
Nancy Hunt-Coffey, City Manager
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Phone: 310.285.1080
E-mail: [email protected]
Stephanie is the Beverly Hills Chief
Assistant City Attorney since September
2021.

She provides support and serves as
primary back-up to the City Attorney;
attends City Council meetings; attends
commission and committee meetings as
requested; and assists staff with legal
issues and staff reports.

Susanne Kluh, General Manager
Greater Los Angeles County Vector Control
District
12545 Florence Avenue
Santa Fe Springs, California 90670
Phone: 562.758.6501
E-mail: [email protected]
Stephanie currently serves as the Assistant
General Counsel since July 2017.

Stephanie provide support and serves as
primary back-up to General Counsel;
attends Board of Director meetings;
attends committee meetings as
requested; and assists staff with legal
issues and staff reports.

Hector Delgado, South El Monte Councilmember
and Greater Los Angeles County Vector Control
District Board Member
1415 Santa Anita Avenue
South El Monte, California 91733
Phone: 626.579.6540
E-mail: [email protected]
Stephanie worked with Council Member
Delgado when Stephanie was the Planning
Commission Attorney in the City of South
El Monte. Currently, Stephanie works
with Mr. Delgado in her role as Assistant
General Counsel for the Los Angeles
County Vector Control District (“District”).

For the City and District, Stephanie
provided general municipal and district
legal services respectively. She also
attended Planning Commission meetings
in South El Monte and currently attends
Board meetings for the District when
needed.
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David Snow’s References
Reference Name Reference Related Experience
Ray Casey, Former City Manager
City of Yucaipa
Confidential Home Address
Phone: 951.453.1957
E-mail: [email protected]
Ray was the City manager during Dave’s
tenure as City Attorney for the City of
Yucaipa, and they worked on all manner of
legal issues on behalf of the City.

One of the challenges facing the City was
flood control, and as a team, they
structured a complex planning exercise
and multi-agency deal to enable City
development of a drainage basin that
controls flooding and provides
groundwater recharge, and sale of
entitled residential property to assist in
funding the project.

Ryan Gohlich, Assistant City Manager
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Phone: 310-285-1118
E-mail: [email protected]
Dave provides land use and planning
counsel to the City of Beverly Hills
starting in 2006. He has worked with Mr.

Gohlich on land use and planning matters
for nearly 15 years. Together, they
worked on the processing of
controversial development projects in the
City.
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Pricing
Tracking and Managing Legal Costs
RWG will aid the City in the tracking and management of legal expenses in numerous ways. First, our proposed fee structure and commitment to keep the rates in effect until July 1, 2025, will provide the City with certainty regarding its legal fees for that period.

Second, RWG can assign department task codes as part of the General Services category. This would allow the City Manager and City Council to determine the use of legal services by department as well as provide the City an efficient manner in which to review RWG’s invoices.

Third, RWG’s large public agency client base means that any one public agency client will pay only a small fraction of the cost for legal work on matters that are common to other public agency clients. Such matters include annual reports on new legislation and the drafting of ordinances or policies in response to new court decisions. Virtually all our work on NPDES permit review, as an example, was done on a shared cost basis that created economy for of all our affected clients.

Our extensive library of forms minimizes the time spent by attorneys on routine documents such as standard contracts and boilerplate responses to public records requests.

RWG is proposing a retainer rate structure with a discounted rate for a block of 50 hours each month. Under this rate structure, the City will be billed $11,750 per month for the first 50 hours of “General Services” time defined below (the equivalent of $235 per hour). If the City requires fewer than 50 hours of General Services in a calendar month, the unused balance of such hours shall be credited first to any Special Services and next to any Litigation Services rendered that month to ensure that the City obtains the full economic benefit of the initial 50 hour discounted General Services rate in a calendar month. If the City requires more than 50 hours of General Services in a month, the additional hours will be billed to the City at a rate of $245 per hour.

Special Services, Litigation Services, Third-Party Services, Paralegal Services, and Bond Counsel Services would be compensated on an hourly fee basis. The rates for each of these categories are listed in the table below, and the categories are described in detail in the section below. 18 - 70
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Labor Rates (billed in six-minute increments)
General Services (Retainer) $11,750 per month
General Services (Excess of 50 hours per month) All Attorneys ............................................ $245 per hour Special Services (Other than Public Records Act
Requests)
All Attorneys ............................................ $280 per hour Special Services (Public Records Act Requests) All Attorneys ............................................ $225 per hour Litigation Services (other than Pitchess Motions
and Code Enforcement)
All Attorneys ............................................ $310 per hour Litigation Services (Pitchess Motions and Code
Enforcement)
All Attorneys ............................................ $245 per hour Third-Party Services All Attorneys .................... RWG standard rates less 10% Paralegal Services All substantive areas ............................... $195 per hour Training Services (one AB 1234 training and up to
15 hours of additional training each fiscal year)
No charge. Additional training if requested will be
billed as part of the General Services (Retainer)
General Services. General Services are defined to include all services that are not otherwise defined herein as Special Services, Litigation Services, Third-Party Services, Paralegal Services, or Bond Counsel 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 Assistant City Attorney to City Council meetings unless excused by the City Manager;

2. In-person attendance by the City Attorney or Assistant City Attorney to 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; 18 - 71
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