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Resolution No. 2013-021
RESOLUTION NO. 2013-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ATTORNEY SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM TO DEVELOP CITY ORDINANCES RELATED TO TELECOMMUNICATIONS MATTERS WHEREAS, the City of Vernon ("City") has determined that it needs the assistance of a qualified firm to develop City Ordinances related to telecommunications matters (the "Services"); and WHEREAS, the Director of Light & Power has determined that Sansone Law Firm ("Sansone") is qualified and capable of providing the Services; and WHEREAS, by memo dated December 27, 2012, the Director of Light & Power recommends the City enter into an attorney services agreement with Sansone setting forth the terms and conditions under which Sansone will provide the Services (the "Agreement; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of Section 2.27(a) of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Sansone; and WHEREAS, Competitive bidding is not required for professional services of this nature, and the City Council is requested to award the contract without competitive selection on the basis that it is in the best interests of the City. The best interests exemption is based upon the fact that this law firm has unique experience in addressing this specialized area of telecommunications law from a municipal perspective and is familiar with the universe of applicants likely to approach Vernon for permission to operate within its corporate boundaries. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Attorney Services Agreement (the "Agreement"), with Sansone Law Firm, a copy of which is attached hereto as Exhibit A. SECTION 9: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement, for and on behalf of the City; and the Interim City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send one executed Agreement to: Sansone Law Firm Attn.: Christina R. Sansone, Esq. 101 North Verdugo Road #9768 Glendale, CA 91226 - 2 - SECTION 7: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. ATTE$T: Dana RI APPROVED AND ADOPTED this 22Id day of January, 2013. Name: William J. Davis d, Interim City Clerk Title: Mayor _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2013-21, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Tuesday, January 22, 2013, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of 1�e City of Vernon. Executed this ay of January, 2013, at Vernon, California. Da a eed, Interim City Clerk (SEAL) _9_ EXHIBIT A ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM COVER PAGE Associate Counsel: Responsible Principal of Associate Counsel: Notice Information -Associate Counsel Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period SANSONE LAW FIRM Christina R. Sansone, Esq. Sansone Law Firm 101 North Verdugo Road # 9768 Glendale, CA 91226 Phone: 818-216-6664 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Director of Light & Power Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 January 23, 2013 January 22, 2016 Total not to exceed $13,400.00 3 years ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM THIS AGREEMENT is entered as of , 2013, between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Sansone Law Firm, a sole proprietorship ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties." RECITALS WHEREAS, the City, acting through its City Attorney, desires to engage Associate Counsel, in association with the City Attorney, to assist the City Attorney in various transactional matters, and to provide advice and assistance in other legal matters from time to time; and WHEREAS, Associate Counsel possesses the skills, qualifications and experience necessary to assist as Associate Counsel in said matters; and WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interest of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City. NOW, THEREFORE, the Parties agree as follows: 1.0 Scope of Services. Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit "A", hereto. Christina R. Sansone, a principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. 2.0 Time of Performance and Term. The services of Associate Counsel are to commence upon the signing hereof ("Effective Date"), and the written assignment of particular matters, and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall terminate three years from the Effective Date. 3.0 Budgeting. Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion 2 of the City Attorney. The general framework of the budgeting and planning procedures of said services is as follows: 3.1 Budget: 3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney. 3.1.2 The budget shall include an estimate of the attorney's hours, fees and disbursements during each phase and activity. 3.1.3 The budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. 3.1.4 Each line item should be given a code number that can be used in the billing process and in preparation of updated progress reports. 3.1.5 The budget is not a fixed fee agreement and is subject to revision. However, Associate Counsel understands and agrees that failure to timely submit a budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel. 3.2 .Plan. 3.2.1 In addition to the budget, Associate Counsel shall prepare a plan, at least every twelve months, or as more frequently requested. The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues, and c) tasks toward completion 3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion. 3.2.3 The City Attorney is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing. 3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of signing this Agreement. 3 4.0 Compensation. Reimbursement and Methods of Payments. 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "A", which is attached hereto and fully incorporated herein by reference. Associate Counsel's total compensation in any one year of this Contract shall not exceed the amount of $13,400.00, without prior approval of the City Council and written amendment of this Contract. Associate Counsel's grand total, not -to -exceed compensation for the three (3) years of this Contract shall not exceed the amount of $13,400.00, without prior approval of the City Council and written amendment of this Contract. 4.2 Reimbursement. In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15 cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, secretarial time of any nature (normal, overflow or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services. 4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible. 4.4 The City expects moderation with regard to all expenses. 4.5 Method of Billing. Unless otherwise agreed, Associate Counsel shall provide monthly bills unless charges for a particular month are insignificant. The following information must be provided in monthly bills: A. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account. B. Identification of the lawyer who is in charge of the matter. C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. 4 D. Each billing item will be separately stated on a separate line identifying the biller, the time spent and the exact nature of the service rendered. Narrative billing and block billing are unacceptable. For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, i.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work. Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", "telephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow accountability and are therefore unreimbursable. E. The City will not pay for interoffice conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case. G. The City expects the attorney assigned to the case to handle all significant matters in the delivery of legal services. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. Thus, only those attorneys or persons approved in advance by the City may bill on the case. Resumes will be provided for all persons (other than clerical or secretarial) working on the case. H. No more than two support staff may bill on a particular case without the prior approval of the City. I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date - stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc. J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget. K. A tracking system must be set up to periodically; at least every six months, compare the amount of work completed to a percentage of the budget absorbed. L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research). N. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses. O. No finance charge or interest will be paid by the City, nor billed by Associate Counsel. 4.6 Timing of Payment. The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis. 5.0 Engagement of Other Counsel Specialists or Experts. Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney. 6.0 Termination of Agreement and Legal Services. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination. 7.0 Interest of Members of Local Public Agency. No member of the governing body of the City, and no other officer, employee .or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 8.0 Interest of Counsel. Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his sole discretion, objects for any reason. 9.0 General Procedures. 9.1 Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the plan is approved, the firm need not advise the City of each and every step being taken. As long as the firm is complying with the plan, the firm should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken. 9.2 All correspondence to the City shall reference the City Attorney File Number. 10.0 Policy for Investigation and Discovery Assistance. N/A 11.0. Conflict of Interest. Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law: 12.0 Maintenance and Inspection of Records 12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement. 12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies. 12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals and overhead. 13:0 Indemnity. 13.1 Associate Counsel agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, and covenants not to sue, the City, its Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of, any performance under this Agreement, or any acts, errors or omissions (including, without limitation, professional negligence) of Associate Counsel, its employers, representatives, subcontractors, or agents in connection with the performance of this Agreement. 13.2 This Agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Associate Counsel and its employees or agents, and members of the general public). 14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Associate Counsel, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/z times the basic rate of pay. Living Wanes. In addition, Associate Counsel, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. 15.0 INSURANCE. Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. f7 15.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 15.2 General Commercial Liability. N/A 15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be purchased if non -renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 15.4 Associate Counsel shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: 15.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or 15.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or 15.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement. 15.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City. 15.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 15.4.6 Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 15.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel. 16.0 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 17.0 Incorporation by Reference. This contract incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments. 18.0 Order of Precedence. In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. [Signatures Begin on Next Page] 10 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By: William Davis, Mayor ATTEST: Dana Reed, Interim City Clerk APPROVED AS TO FORM: Nicholas George Rodriguez, City Attorney Christina R. Sansone dba Sansone Law Firm a sole proprietorship By: - c� Name: Christina R. 86rnsone Title: Principal Attorney 11 EXHIBIT A SANSONE LAW FIRM 101 North Verdugo Road #9768 Glendale, CA 91226 (818) 216-6664 December 7, 2012 Nicholas George Rodriguez City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Legal Telecommunication Transactional Matters City Attorney No.: Dear Mr. Rodriguez: The hourly fee for Christina R. Sansone, Principal, is $200.00 for the calendar year 2013. This fee may be increased in subsequent years and the City will be notified in advance of said increase. The estimated budget" for assisting the City with regard to developing and presenting a pole attachment ordinance is as follows: (1) Initial research of municipal code and applicable law-15 hours (2) Confer with staff regarding calculation of pole attachment fees-15 hours (3) Draft ordinance and assist staff with staff report-25 hours (4) Attendance at 2 City Council meetings-12 hours Total estimated hours: 67 @ $200/hr= $13,400.00 Additional quotes for other telecommunications matters will be provided on an as -requested basis. Thank you very much for your business. I look forward to working with you and City staff. Very truly yours, Christina R. Sansone, Principal " The estimated budget is just that, an estimate plus allowable travel and costs as per paragraph 4.2 of the Agreement. Additional fees may be incurred due to unanticipated events such as delays and/or additional meetings. 12 EXHIBIT B EQUAL OPPORTUNITY EMPLOYMENT PRACTICES PROVISIONS A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" orthat all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. 13 EXHIBIT C POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE 14 EXHIBIT D LIVING WAGE PROVISIONS Minimum Livina Waaes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. 15 CHRISTINA R. SANSONE, Esq. 101 North Verdugo Road #9768 Glendale, CA 91226 (818) 241-9666 Email: CSansone(@SansoneLawFirm.com www.SansoneLawF!rm.com State Bar No. 151284 EMPLOYMENT SANSONE LAW FIRM. September 2012-present CITY OF GLENDALE—GENERAL COUNSEL —PUBLIC WORKS. September 2004-September 2012. Highlights: supervised staff, advised planning and transportation commissions and special meetings of City Council; drafted and presented wireless telecommunications ordinance; advised planning, parks and public works departments on all aspects of regulating cell tower siting, leasing, and installations; conducted advanced training in construction contract management; drafted and presented ordinances for preferential parking and taxicabs. Co-authored article: Dividing Land and Air: The Impact of the California Subdivision Map Act, California Real Property Journal of the State Bar of California. CITY OF GLENDALE—SENIOR ASSISTANT CITY ATTORNEY. August 2001-September 2004. Highlights: advised City Council, Housing Authority, and Glendale Redevelopment Agency in the absence of City Attorney; supervised and distributed work assignments to transactional team; responsible for all aspects of cable television franchise, wastewater and stormwater matters; developed options with planning department regarding the regulation of banquet halls; negotiated gas company franchise; advised Transportation and Parking and Planning Commissions, Board of Zoning Adjustments, Design Review Boards, and Zoning Administrator; rendered legal opinions regarding conditional use permits, variances, Subdivision Map Act, and CEQA issues to City Council, City Manager, and other city executives; conducted training seminars in insurance and public works contracting; and negotiated the purchase and sale of city properties. CITY OF GLENDALE—ASSISTANT CITY ATTORNEY. September 1996-August 2001. Highlights: code enforcement through civil and criminal prosecution; conducted Civil Service Commission hearings; negotiated cable television franchise settlement agreement and transfer; negotiated wastewater contract with City of Los Angeles; obtained cable television subscriber refunds; developed telephone corporation encroachment agreement; drafted and presented building and safety code, taxicab, and stormwater ordinances; litigated construction claims for City's new police building; litigated eminent domain and relocation cases; advised project team for Edison -Pacific parks and school project; advised Board of Zoning Adjustments, Building Commission, and Planning Commission on building code and telecommunications regulations. CITY OF GLENDALE—DEPUTY CITY ATTORNEY. November 1992-September 1996. Established office protocol for new fulltime prosecution attorney position; took part in a newly organized task force through Police Department gang detail to take action against graffiti offenders including holding parents responsible for the actions of minor children; drafted cost recovery ordinance; conducted bench and jury trials; transferred to newly created position as Public Works Attorney in mid-1994. Conducted joint powers authority negotiations with the Los Angeles County Sanitation District regarding Scholl Canyon landfill; investigated and rendered legal assistance in major code enforcement case; drafted the re - codification of the Glendale Municipal Code; advised Transportation and Parking Commission; challenged stormwater permit at Los Angeles Regional and State Water Quality Control Boards. 16 LAW OFFICES OF RICHARDS, WATSON & GERSHON—ASSOCIATE ATTORNEY. September 1990-November 1992. Practice areas: municipal law, litigation, environmental and labor law. Principal duties: prosecuted municipal code violations in municipal and superior court; conducted office conferences with citizens for the purpose of abating nuisances; drafted municipal ordinances, resolutions, agreements, advice letters and memoranda on municipal law issues such as zoning, land use, taxes, CEQA, Public Records Act, Government Tort Claims Act, insurance, seismic safety, disaster preparedness, rent control; conducted debt collections; drafted discovery motions for major CERCLA landfill litigation. U.S. COURT OF APPEALS, NINTH JUDICIAL CIRCUIT —FEDERAL JUDICIAL EXTERNSHIP. Judge Stephen Reinhardt. Spring 1990. Reviewed incoming cases; evaluated petitions for rehearing and rehearings en bane; drafted bench memoranda in preparation for hearings; . drafted memoranda dispositions; assisted in drafting judicial opinions. Issues: Social Security coverage, criminal sentencing guidelines, Internal Revenue Code; EPA authority regarding a developer's purchase of mitigation wetlands, EEOC rulings and insurance coverage for CERCLA cleanup actions. LAW OFFICES OF PELLETIER, SUPANCIC & JAMES—LAW CLERK. October -December 1989. Assisted family law attorney in research, writing briefs, collections, and general litigation support. CALIFORNIA TEACHERS ASSOCIATION —STUDENT INTERN. January -August 1989. Researched and drafted briefs, points and authorities, petitions for writs of mandate; and amicus briefs pertaining to public -sector labor law. Issues: unfair bargaining practices; Social Security/Medicare; state employee pensions, benefits, and retirements; duty of fair representation; sex discrimination; and wrongful termination. LEGAL RESEARCH ASSISTANT. Summer 1988. Ms. Myrna Greenberg, Adjunct Law Professor, Loyola Law School. Researched, analyzed, briefed, and organized statutes. Created case file for journal article in progress regarding white-collar crimes. JACOBS ENGINEERING —PRODUCTION EDITOR. 1987-1988. Shell Oil "Hercules" Environmental Impact Report. PACIFIC BELL —SUPERVISOR AND MARKETING MANAGER. 1970-1984. EDUCATION LOYOLA LAW SCHOOL, LOS ANGELES, CA. J.D., June 1990. Production Editor, Loyola of Los Angeles International and Comparative Law Journal, 1989-1990. Staff writer, 1988-1989. Published article: Comment, "The Environmental Policy of the European Economic Community —Time to Make Critical Choices." 12 Loy. Int'1 & Comp. L.J. 579 (1990). UNIVERSITY OF CALIFORNIA, LOS ANGELES. B.A. Philosophy, 1987. Honors Status. PROFESSIONAL ASSOCIATIONS Member: State Bar of California, 1990. Admitted to practice in all state courts and federal district courts in the state of California, and Ninth Circuit Court of Appeals; Los Angeles County Bar Association, Glendale Bar Association; SCAN-NATOA, League of California Cities. 17 SPECIAL INTERESTS Photography, travel, hiking, tai chi. Member: Scandia Dancers (Scandinavian folk dance group performing at folklore festivals throughout California and invitationals in Norway, Sweden, and Finland). 18 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 19,2013 Christina R. Sansone, Esq. Sansone Law Firm 101 North Verdugo Road #9768 Glendale, CA 91226 Re: Attorney Services Agreement to Develop City Ordinances Related to Telecommunications Matters Dear Ms. Sansone: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement, as referenced above, approved by City Council on January 22, 2013, through Resolution No. 2013-21. If you have any questions regarding this matter, please call Mr. Ali Nour at 323/583-8811 ext. 316. Very ly yours, Deborah R. Juarez Records Management Assistant Enclosure c: Carlos Fandino Ali Nour Purchasing Department Resolution No. 2013-21 Agreement File No. 13-007 Exclusivefy Industriaf ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM COVER PAGE Associate Counsel: Responsible Principal of Associate Counsel: Notice Information - Associate Counsel: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period SANSONE LAW FIRM Christina R. Sansone, Esq. Sansone Law Firm 101 North Verdugo Road # 9768 Glendale, CA 91226 Phone: 818-216-6664 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Director of Light & Power Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 January 23, 2013 January 22, 2016 Total not to exceed $13,400.00 3 years ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM THIS AGREEMENT is entered as of 2013, between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Sansone Law Firm, a sole proprietorship ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties." RECITALS WHEREAS, the City, acting through its City Attorney, desires to engage Associate Counsel, in association with the City Attorney, to assist the City Attorney in various transactional matters, and to provide advice and assistance in other legal matters from time to time; and WHEREAS, Associate Counsel possesses the skills, qualifications and experience necessary to assist as Associate Counsel in said matters; and WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interest of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City. NOW, THEREFORE, the Parties agree as follows: 1.0 Scope of Services. Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit "A", hereto. Christina R. Sansone, a principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. 2.0 Time of Performance and Term. The services of Associate Counsel are to commence upon the signing hereof ("Effective Date"), and the written assignment of particular matters, and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall terminate three years from the Effective Date. 3.0 Budgeting. Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion of the City Attorney. The general framework of the budgeting and planning procedures of said services is as follows: 3.1 Budget: 3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney. 3.1.2 The budget shall include an estimate of the attorney's hours, fees and disbursements during each phase and activity. 3.1.3 The budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. 3.1.4 Each line item should be given a code number that can be used in the billing process and in preparation of updated progress reports. 3.1.5 The budget is not a fixed fee agreement and is subject to revision. However, Associate Counsel understands and agrees that failure to timely submit a budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel. 3.2 Plan. 3.2.1 In addition to the budget, Associate Counsel shall prepare a plan, at least every twelve months, or as more frequently requested. The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues, and c) tasks toward completion 3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion. 3.2.3 The City Attorney is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing. 3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of signing this Agreement. 4.0 Compensation. Reimbursement and Methods of Payments. 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "A", which is attached hereto and fully incorporated herein by reference. Associate Counsel's total compensation in any one year of this Contract shall not exceed the amount of $13,400.00, without prior approval of the City Council and written amendment of this Contract. Associate Counsel's grand total, not -to -exceed compensation for the three (3) years of this Contract shall not exceed the amount of $13,400.00, without prior approval of the City Council and written amendment of this Contract. 4.2 Reimbursement. In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15 cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, secretarial time of any nature (normal, overflow or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services. 4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible. 4.4 The City expects moderation with regard to all expenses. 4.5 Method of Billing. Unless otherwise agreed, Associate Counsel shall provide monthly bills unless charges for a particular month are insignificant. The following information must be provided in monthly bills: A. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account. B. Identification of the lawyer who is in charge of the matter. C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. 4 D. Each billing item will be separately stated on a separate line identifying the biller, the time spent and the exact nature of the service rendered. Narrative billing and block billing are unacceptable. For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, i.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work. Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", "telephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow accountability and are therefore unreimbursable. E. The City will not pay for interoffice conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified. F. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case. G. The City expects the attorney assigned to the case to handle all significant matters in the delivery of legal services. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. Thus, only those attorneys or persons approved in advance by the City may bill on the case. Resumes will be provided for all persons (other than clerical or secretarial) working on the case. H. No more than two support staff may bill on a particular case without the prior approval of the City. I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date - stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc. J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget. 5 K. A tracking system must be set up to periodically, at least every six months, compare the amount of work completed to a percentage of the budget absorbed. L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research). N. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses. O. No finance charge or interest will be paid by the City, nor billed by Associate Counsel. 4.6 Timing of Payment. The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis. 5.0 Engagement of Other Counsel Specialists or Experts. Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney. 6.0 Termination of Agreement and Legal Services. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination. 7.0 Interest of Members of Local Public Agency. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 8.0 Interest of Counsel. Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his sole discretion, objects for any reason. 9.0 General Procedures. 9.1 Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the plan is approved, the firm need not advise the City of each and every step being taken. As long as the firm is complying with the plan, the firm should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken. 9.2 All correspondence to the City shall reference the City Attorney File Number. 10.0 Policy for Investination and Discovery Assistance. N/A 11.0. Conflict of Interest. Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law. 12.0 Maintenance and Inspection of Records 12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement. 12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies. 12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals and overhead. 13.0 IndemnitV. 13.1 Associate Counsel agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, and covenants not to sue, the City, its Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of, any performance under this Agreement, or any acts, errors or omissions (including, without limitation, professional negligence) of Associate Counsel, its employers, representatives, subcontractors, or agents in connection with the performance of this Agreement. 13.2 This Agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Associate Counsel and its employees or agents, and members of the general public). 14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Associate Counsel, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors it excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 %2 times the basic rate of pay. Living Wages. In addition, Associate Counsel, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. 15.0 INSURANCE. Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. 93 15.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 15.2 General Commercial Liability. N/A 15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be purchased if non -renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 15.4 Associate Counsel shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: 15.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or 15.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or 15.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement. 15.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City. 15.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 15.4.6 Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 15.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel. 16.0 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 17.0 Incorporation by Reference. This contract incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments. 18.0 Order of Precedence. In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. [Signatures Begin on Next Page] 10 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Christina R. Sansone dba Sansone Law Firm and California municipal corporation a sole proprietorship By. William Davis, Mayor Name: Title: ATTE T: L DanalFfeed, Interim City TO FORM: 1 / � Nicholas�Gebrge Rodriguez, City Attor y 11 Christina R. sone Principal Attorney EXHIBIT A EXHIBIT A SANSONE LAW FIRM 101 North Verdugo Road #9768 Glendale, CA 91226 (818) 216-6664 December 7, 2012 Nicholas George Rodriguez City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Legal Telecommunication Transactional Matters City Attorney No.: Dear Mr. Rodriguez: The hourly fee for Christina R. Sansone, Principal, is $200.00 for the calendar year 2013. This fee may be increased in subsequent years and the City will be notified in advance of said increase. The estimated budget* for assisting the City with regard to developing and presenting a pole attachment ordinance is as follows: (1) Initial research of municipal code and applicable law-15 hours (2) Confer with staff regarding calculation of pole attachment fees-15 hours (3) Draft ordinance and assist staff with staff report-25 hours (4) Attendance at 2 City Council meetings-12 hours Total estimated hours: 67 @ $200/hr = $13,400.00 Additional quotes for other telecommunications matters will be provided on an as -requested basis. Thank you very much for your business. I look forward to working with you and City staff. Very truly yours, Christina R. Sansone, Principal * The estimated budget is just that, an estimate plus allowable travel and costs as per paragraph 4.2 of the Agreement. Additional fees may be incurred due to unanticipated events such as delays and/or additional meetings. 12 Me EXHIBIT B EQUAL OPPORTUNITY EMPLOYMENT PRACTICES PROVISIONS A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. 13 EXHIBIT C EXHIBIT C POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE NIA 14 IV, EXHIBIT D LIVING WAGE PROVISIONS Minimum Livina Waaes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. 15 CHRISTINA R. SANSONE, Esq. 101 North Verdugo Road #9768 Glendale, CA 91226 (818)241-9666 Email: CSansone@SansoneLawFirm corn www.SansoneLawFirm.com State Bar No.151284 EMPLOYMENT SANSONE LAW FIRM. September 2012-present CITY OF GLENDALE—GENERAL COUNSEL —PUBLIC WORKS. September 2004-September 2012. Highlights: supervised staff, advised planning and transportation commissions and special meetings of City Council; drafted and presented wireless telecommunications ordinance; advised planning, parks and public works departments on all aspects of regulating cell tower siting, leasing, and installations; conducted advanced training in construction contract management; drafted and presented ordinances for preferential parking and taxicabs. Co-authored article: Dividing Land and Air. The Impact of the California Subdivision Map Act, California Real Property Journal of the State Bar of California. CITY OF GLENDALE—SENIOR ASSISTANT CITY ATTORNEY. August 2001-September 2004. Highlights: advised City Council, Housing Authority, and Glendale Redevelopment Agency in the absence of City Attorney; supervised and distributed work assignments to transactional team; responsible for all aspects of cable television franchise, wastewater and stormwater matters; developed options with planning department regarding the regulation of banquet halls; negotiated gas company franchise; advised Transportation and Parking and Planning Commissions, Board of Zoning Adjustments, Design Review Boards, and Zoning Administrator; rendered legal opinions regarding conditional use permits, variances, Subdivision Map Act, and CEQA issues to City Council, City Manager, and other city executives; conducted training seminars in insurance and public works contracting; and negotiated the purchase and sale of city properties. CITY OF GLENDALE—ASSISTANT CITY ATTORNEY. September 1996-August 2001. Highlights: code enforcement through civil and criminal prosecution; conducted Civil Service Commission hearings; negotiated cable television franchise settlement agreement and transfer; negotiated wastewater contract with City of Los Angeles; obtained cable television subscriber refunds; developed telephone corporation encroachment agreement; drafted and presented building and safety code, taxicab, and stormwater ordinances; litigated construction claims for City's new police building; litigated eminent domain and relocation cases; advised project team for Edison -Pacific parks and school project; advised Board of Zoning Adjustments, Building Commission, and Planning Commission on building code and telecommunications regulations. CITY OF GLENDALE—DEPUTY CITY ATTORNEY. November 1992-September 1996. Established office protocol for new fulltime prosecution attorney position; took part in a newly organized task force through Police Department gang detail to take action against graffiti offenders including holding parents responsible for the actions of minor children; drafted cost recovery ordinance; conducted bench and jury trials; transferred to newly created position as Public Works Attorney in mid-1994. Conducted joint powers authority negotiations with the Los Angeles County Sanitation District regarding Scholl Canyon landfill; investigated and rendered legal assistance in major code enforcement case; drafted the re - codification of the Glendale Municipal Code; advised Transportation and Parking Commission; challenged stormwater permit at Los Angeles Regional and State Water Quality Control Boards. 16 LAW OFFICES OF RICHARDS, WATSON & GERSHON—ASSOCIATE ATTORNEY. September 1990-November 1992. Practice areas: municipal law, litigation, environmental and labor law. Principal duties: prosecuted municipal code violations in municipal and superior court; conducted office conferences with citizens for the purpose of abating nuisances; drafted municipal ordinances, resolutions, agreements, advice letters and memoranda on municipal law issues such as zoning, land use, taxes, CEQA, Public Records Act, Government Tort Claims Act, insurance, seismic safety, disaster preparedness, rent control; conducted debt collections; drafted discovery motions for major CERCLA landfill litigation. U.S. COURT OF APPEALS, NINTH JUDICIAL CIRCUIT —FEDERAL JUDICIAL EXTERNSHIP. Judge Stephen Reinhardt. Spring 1990. Reviewed incoming cases; evaluated petitions for rehearing and rehearings en bane; drafted bench memoranda in preparation for hearings; drafted memoranda dispositions; assisted in drafting judicial opinions. Issues: Social Security coverage, criminal sentencing guidelines, Internal Revenue Code; EPA authority regarding a developer's purchase of mitigation wetlands, EEOC rulings and insurance coverage for CERCLA cleanup actions. LAW OFFICES OF PELLETIER, SUPANCIC & JAMES—LAW CLERK. October -December 1989. Assisted family law attorney in research, writing briefs, collections, and general litigation support. CALIFORNIA TEACHERS ASSOCIATION —STUDENT INTERN. January -August 1989. Researched and drafted briefs, points and authorities, petitions for writs of mandate, and amicus briefs pertaining to public -sector labor law. Issues: unfair bargaining practices; Social Security/Medicare; state employee pensions, benefits, and retirements; duty of fair representation; sex discrimination; and wrongful termination. LEGAL RESEARCH ASSISTANT. Summer 1988. Ms. Myrna Greenberg, Adjunct Law Professor, Loyola Law School. Researched, analyzed, briefed, and organized statutes. Created case file for journal article in progress regarding white-collar crimes. JACOBS ENGINEERING —PRODUCTION EDITOR. 1987-1988. Shell Oil "Hercules" Environmental Impact Report. PACIFIC BELL —SUPERVISOR AND MARKETING MANAGER. 1970-1984. EDUCATION LOYOLA LAW SCHOOL, LOS ANGELES, CA. J.D., June 1990. Production Editor, Loyola of Los Angeles International and Comparative Law Journal, 1989-1990. Staff writer, 1988-1989. Published article: Comment, "The Environmental Policy of the European Economic Community —Time to Make Critical Choices." 12 Loy. Int'l & Comp. L.J. 579 (1990). UNIVERSITY OF CALIFORNIA, LOS ANGELES. B.A. Philosophy, 1987. Honors Status PROFESSIONAL ASSOCIATIONS Member: State Bar of California, 1990. Admitted to practice in all state courts and federal district courts in the state of California, and Ninth Circuit Court of Appeals; Los Angeles County Bar Association; Glendale Bar Association; SCAN-NATOA, League of California Cities. 17 SPECIAL INTERESTS Photography, travel, hiking, tai chi. Member: Scandia Dancers (Scandinavian folk dance group performing at folklore festivals throughout California and invitationals in Norway, Sweden, and Finland). ITO Juarez, Debbie From: Arriola, Justin Sent: Tuesday, February 19, 2013 12:10 PM To: Juarez, Debbie Subject: Sansone Law Firm Please be advised that Sansone has provided acceptable insurance. Thank you, Justin Arriola Risk Management Dpt. Jarriola@ci.vernon.ca.us (323) 583-8811 ext:315 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. JAN 1 4 2013 CITY CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: January 7, 2013 TO: Honorable Mayor and City Council 0 FROM: Carlos Fandino, Director of Light & Power RECEIVED JAN 0 9 2013 CITY ADMINISTRATION RE: Approval of Sansone Law Firm Agreement for Attorney Services (Transactional) related to Telecommunication Matters Recommendation It is recommended that the City Council find the adoption of the resolution in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061 (b)(3), the general rule that CEQA only applies to projects that may have an effect on the environmental. It is recommended that the City Council approve the attached agreement with Sansone Law Firm to develop City Ordinances related to telecommunication law without competitive bidding (professional service exemption) and without competitive selection (best interests of the City) at the January 22, 2013 meeting. Background The City of Vernon installs, owns and maintains electric wood poles, conduits and manhole systems. To develop Ordinances related to telecommunication matters require unique legal expertise to address the City, States and Federal requirements. Sansone Law Firm has specialized in assisting local agencies to develop Ordinances related to telecommunication matters and pole attachment regulations. The proposed contract is for three -years and is not to exceed $13,400 per year plus expenses pre -approved by the City. Competitive bidding is not required for professional services of this nature, and the City Council is requested to award the contract without competitive selection on the basis that it is in the best interests of the City. The best interests exemption is based upon the fact that this law firm has unique experience in addressing this specialized area of telecommunications law from a municipal perspective and is familiar with the universe of applicants likely to approach Vernon for permission to operate within its corporate boundaries. INTEROFFICE MEMORANDUM Light & Power Department DATE: December 12, 2012 TO: COrlos Fandino, Director of Light & Power FROM: �' Ali Nour, Engineering Manager Q%:� SUBJECT: Legal Telecommunication Transactional Matters — Services Agreement with Sansone Law Firm I am requesting authorization to forward the agreement specifically tailored for the engagement of Sansone Law Firm to City Attorney for his review, comment and approval as to form. The Law Firm will perform legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in the attached Exhibit. Currently, the Department of Light & Power is in need of an ordinance that deals with third party wood pole attachments and be in compliance with California's Assembly Bill 1027. Sansone Law Firm has delivered a quote in the amount of $13,400.00 covering 67 hours of legal services to address these needs. All other telecommunications matters will be quoted separately on an as -requested basis. Ms. Sansone has requested a waiver of the General Commercial Liability Insurance on her agreement insofar as Ms. Sansone will not be performing any litigation or on -site field services. Upon City Attorney's approval as to form, I am requesting that this item be addressed in January 8, 2013 City Council meeting. If you have any questions, please let me know. ARN/ Attachments SANSONE LAW FIRM 101 North Verdugo Road #9768, Glendale, CA 91226 (818)241-9666 Email: CSansone@SansoneLawFirm.com www.SansoneLawFirm.com May 23, 2013 Mr. Scott Porter Office of the City Attorney City of Vernon 4305 S. Santa Fe Avenue Vernon, CA 90058 Re: Amendment No. 1 Dear Scott: I'"M 'MAY MAY 2 9 2013 D CITYATTORNEY DEPT Enclosed please find two originals of Amendment No. 1 to the professional services agreement between the City of Vernon and Sansone Law Firm. Once approved, please send one executed original with all of the city's signatures. Best regards and thank you for all your assistance, Christina R. S one Sansone Law Firm CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: Sansone Law Firm CONTRACT PURPOSE: The purpose is to amend the existing Sansone agreement to accomplish (1) a reduced rate of service and (2) Indemnification. CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) 0 SERVICES ❑ MATERIALS 60 BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ $13, 500 (Not to Exceed)Charge Acct. No(s) Amendment Value $ di Contract is an Amendment to Contract No. 2013 -2 if Applicable) RESPONSIBLE DEPARTMENT PERSON: Ali Nour PHONE: X 316 AUTHORIZATION: ❑ Approved by Council on (Check One) Resolution No. (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation tZ<AmendmentApproved by Scott Porter (if applicable) ROUTING SEQUENCE: (Please Follow In Order - Do not use N/A) Initials Date (1) Responsible Department Person ©�� fO�f 111'� Checks substance of contract and assembles two (2) copies of Contract, required AA, insurance & bond documents, certifies compliance With Competitive Bidding and Purchasing Ordinance 1 (2) Liability and Claims � � Approves insurance and sureties, if bonds required —u`p (3) Finance (Purchasing) G Checks compliance with Competitive Bidding & Living Wage Ordinances CCCJJJ And reflected in current budget (4) City Attorney i� � (g r3 Approves contract as to form, verifies bonds and insurance included (5) City Signatory���� Signs all copies on behalf of City (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor Rev. 2/25/13 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 June 26, 2013 Christina R. Sansone, Esq. Sansone Law Firm 101 North Verdugo Road #9768 Glendale, CA 91226 Re: Amendment No. 1 to Attorney Services Agreement to Develop City Ordinances Related to Telecommunications Matters Dear Ms. Sansone: The insurance requirements have been met. Please find enclosed a fully executed original Amendment No. 1 to the agreement, as referenced above, approved by the City of Vernon Legal Department. If you have any questions regarding this matter, please call Mr. Ali Nour at 323/583-8811 ext. 316. Very ly yours, Deborah R. Juarez Records Management Assistant Enclosure c: Carlos Fandino Ali Nour Purchasing Department Resolution No. 2013-21 Agreement File No. 13-043 EXclusively Industrial AMENDMENT NO. 1 ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM This Amendment No. 1 is entered on May 22 , 2013 between the City of Vernon ("City") and Sansone Law Firm ("Associate Counsel"). RECITALS WHEREAS, the parties entered into the above -referenced Attorney Services Agreement ("Agreement") effective January 23, 2013 to provide advisement services to the City as may be required from time to time regarding specialty telecommunications matters; and WHEREAS, the City seeks to engage Associate Counsel for legal services on a case -by -case basis based on her skills and experience to perform legal services for specialty and non -specialty legal work of limited duration; and WHEREAS, Associate Counsel is an independent contractor and not an employee for City. THEREFORE, the parties hereby agree to enter into this Amendment No. 1 to the Agreement as follows: (1) Paragraph 1.0, Scope of Services, is hereby amended to read as follows: 1.0 Scope of Services. Associate Counsel is associated as Counsel of Record in association with the City Attorney to perform certain such legal services as may be required from time to time. Christina R. Sansone, a principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm ad by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. (2) Paragraph 1.1 is hereby added to read as follows: 1.1 Associate Counsel may provide legal services pertaining to telecommunications matters as specified in Exhibit "A", attached hereto and by this reference incorporated herein, and such other specialty work as requested from time to time by the City Attorney ("Specialty Legal Services"). (3) Paragraph 1.2 is hereby added to read as follows: 1.2 Associate Counsel may provide on a case -by -case basis such non -specialty legal services as may be requested from time to time by the City Attorney ("Non -Specialty Legal Services"). Page 1 of 3 (4) Paragraph 4.1 is amended to read Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all Specialty Legal Services provided hereunder by all billers shall be charged in accordance with Section 4.1.1(a), and Exhibit "A", which Exhibit is attached hereto and fully incorporated herein by reference. Fees for Non - Specialty Legal services shall be charged in accordance with section 4.1.1(b). Associate Counsel's grand total, not -to -exceed compensation for the three (3) years of this Contract (January 23, 2013 through January 22, 2016) shall not exceed the amount of $13,400, without prior approval of the City Council and written amendment of this Contract. (5) Paragraph 4.1.1 is hereby added to read as follows: 4.1.1 Associate Counsel's fees are as follows: (a) Specialty Legal Services: $200.00 per hour (b) Non -Specialty Legal Services: $135.00 per hour (6) Paragraph 4.1.2 is hereby added to read as follows: 4.1.2 Associate Counsel's Principal Attorney, Christina R. Sansone is an independent contractor under the terms of this Agreement and not an employee of City. Ms. Sansone is a retired annuitant under the California Public Employee Retirement System ("PERS"), subject to the California Public Employees' Pension Reform Act of 2013 ("PEPRA"). Associate Counsel will ensure that this Agreement, and all work taken in furtherance of this Agreement, is in compliance with retirement law restrictions for retired annuitant employment, and will ensure that Ms. Sansone does not exceed the number of hours she is permitted to work for a public agency under PEPRA without reinstatement in the retirement system. Associate Counsel shall indemnify and defend City from liability under PEPRA for any net costs imposed by PERS on the City, and any related claims, if any. Ms. Sansone's personal responsibility for employee contributions shall not be included in the net cost calculation. Associate Counsel retains the right to challenge any determination by PERS, and City agrees to assign its rights to challenge PERS to Associate Counsel. (7) All remaining terms and conditions in the Agreement are unchanged. Page 2 of 3 IN WITNESS WHEREOF, the parties have signed this AMENDMENT NO. 1 to the Agreement as of the date stated in the first paragraph herein. City of Vernon, a California charter City and California municipal corporation ATTEST: [� zl/— Anatdrcia, epu C Clerk APPROVED AS TO FORM: A-,I18I3 Nicholas G. Rodriguez, City Attorney By: Scott E. Porter, Deputy City Attorney Christina R. Sansone dba Sansone Law Firm a sole proprietorship Christina R. Sans , Principal Attorney Page 3 of 3 C, CITY ATTORNEY'S OFFICE RECEIVED MAY 3 0 2013 CITY ADMINISTRATION DATE: May 30, 2013 TO: Mark Whitworth, City Administrator FROM: Scott E. Porter, Deputy City Attorne RE: Request for Approval to Amendment No. 1 to the professional services agreement between Vernon and Sansone Law Firm Recommendation Approve the enclosed "Amendment No. 1" to the contract with the Sansone Law Firm, and thereafter route the form as appropriate. Doing so will allow the City to hire Christine Sansone (d.b.a. "Sansone Law Firm) at a reduced hourly rate of only $135 per hour for non -specialty legal services, and will also require Ms. Sansone to indemnify the City should the City incur any "net costs imposed by PERS on the City", for hiring her, a PERS annuitant. Background On January 22, 2013, the City Council approved Resolution Number 2013-21 (attached) to approve a contract with Sansone Law Firm to provide legal services to the Department of Light & Power at the rate of $200/hour to assist the City in developing ordinances relating to telecommunications matters. The total contract amount was a "not to exceed" amount of $13,400, and is proposed to remain. Since her hiring, the City has used her services but sparingly, as the City Attorney Department's can now handle most of the work that she was originally hired to handle. The proposed amendments would accomplish two things: 1. Reduced Rate, Ms. Sansone would agree to do "non -specialty" legal work at the rate of $135 an hour, instead of the $200 per hour she would charge for her telecommunication related advice. Because nearly all of the telecommunications work that she was originally hired to accomplish can now be done in-house, it is expected that most of the work that she would undertake for the City would be at the reduced "non -specialty" rate. Reducing the rate will benefit the City because (a) it is a lower hourly rate; and (b) with the reduced rate, the office can cost-effectively outsource work that it might otherwise be afraid to outsource because of the high cost of doing so. This will effectively give the City a "backup" attorney to call in on an as -needed basis when the workload becomes too high. A rate of only $135 per hour is an extremely competitive hourly rate for seasoned lawyers. 2. Indemnification. Ms. Sansone is a PERS annuitant. As you know, under PEPRA, if someone retires and becomes a PERS annuitant, they are limited in the amount of work that they can accomplish for other PERS entities, such as Vernon. By approving the contract Ms. Sansone promises to comply with the limits, and to indemnify the City if the City is required to make payment to PERS for hiring her. Attached is a copy of the three page amendment that would amend the underlying contract. Upon your approval we will request your signature through the contract routing form procedure. cc: Nicholas G. Rodriguez, City Attorney Ali Nour, Fiber Optics/Internet System Manager CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: Sansone Law Firm CONTRACT PURPOSE: Amendment No. 2 to the professional Attorney Services Agreement under Res. 2013-21 CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) PSERVICES 0 MATERIALS 0 BUDGETED O NOT BUDGETED TOTAL CONTRACT VALUE: $ 74,000 Charge Acct. No(s) 011.1043.596200 Amendment Value $ 33,800 ❑ Contract is an Amendment to Contract No. LP-0180 (if applicable) RESPONSIBLE DEPARTMENT PERSON: Kevin Wilson PHONE: ext. 245 AUTHORIZATION: ❑ Approved by Council on (Check One) Resolution No. (if applicable) [Approved by City Administrator on �- 2-0'2'Y Note. Attach supporting documentation ❑ Amendment Approved by 3/20/14 (if applicable) ROUTING SEQUENCE: (Please Follow In Order - Do not use N/A) Initials Date (1) Responsible Department Person Checks substance of contract and assembles two (2) copies of contract, insurance & bond documents, certifies compliance with Competitive Bidding and Purchasing Ordinance (2) Liability and Claims Approves insurance and sureties, if bonds required (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget (4) City Attorney p Approves contract as to form, verifies bonds and insurance included /7 1 / (5) City Signatory Signs all copies on behalf of City (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor, notifies IT to remove related RFP/bid notice, notifies any "consultant' of duties to file Form 700, if applicable Rev. 1/27/14 TRANSMITTAL COMMUNICATION t� OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 April 22, 2014 Christina R. Sansone, Esq. Sansone Law Firm 101 North Verdugo Road #9768 Glendale, CA 91226 Re: Amendment No. 2 to Attorney Services Agreement Dear Ms. Sansone: The insurance requirements have been met. Please find enclosed a fully executed original Amendment No. 2 to the agreement, as referenced above, approved by the City Administrator on March 20, 2014. If you have any questions regarding this matter, please call Kevin Wilson at 323/583-8811 ext. 245. Very yours, eborah R. Juarez Records Management Assistant Enclosure c: Kevin Wilson Purchasing Department Resolution No. 2013-21 Agreement File No. 14-018 E�Y,cfusivefy Industrial FULLY EXECUTED AGREEMENT AMENDMENT NO. 2 ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND SANSONE LAW FIRM This Amendment No. 2 is entered orAd'?d a o , 2014 between the City of Vernon ("City") and Sansone Law Firm ("Associate Counsel"). RECITALS WHEREAS, the parties entered into the above -referenced Attorney Services Agreement ("Agreement") effective January 23, 2013 to provide advisement services to the City as may be required from time to time regarding specialty telecommunications matters; and WHEREAS, effective May 22, 2013, the parties entered into Amendment No. 1 to the Agreement; and WHEREAS, the City seeks to continue its engagement with Associate Counsel for legal services on a case -by -case basis based on the skills and experience of its principal attorney, Christina R. Sansone, to perform legal services for specialty and non -specialty legal work of limited duration for the City. THEREFORE, the parties hereby agree to enter into this Amendment No. 2 to the Agreement as follows: (1) Paragraph 4.1 regarding Compensation is hereby amended to read as follows: 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all Specialty Legal Services provided hereunder by all billers shall be charged in accordance with Section 4.1.1(a), and Exhibit "A", which Exhibit is attached hereto and fully incorporated herein by reference. Fees for Non -Specialty Legal services shall be charged in accordance with section 4.1.1(b). Associate Counsel's grand total, not -to -exceed compensation for the three (3) years of this Contract (January 23, 2013 through January 22, 2016) shall not exceed the amount of $74,000, without prior approval of the city Council and written amendment of this Contract. (2) All remaining terms and conditions in the Agreement are unchanged Page 1 of 2 IN WITNESS WHEREOF, the parties have signed this AMENDMENT NO. 2 to the Agreement as of the date stated in the first paragraph herein. City of Vernon, a California charter City and California municip I o oration By: M rk hitworth ity Administrator ATTEST: Ana Barcia, Nfuty Clerk ". 40 J0 0971*7U4K073*7z f a 4c� At�- Scbft Porter, Deputy City Attorney Christina R. Sansone dba Sansone Law Firm, a sole proprietorship By: Christina R. S Bone Principal Attory Page 2 of 2 STAFF REPORT RECEIVED 4� 1 CITY A0IVII1�IISTRATI 0N COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark C. Whitworth, City Administrator FROM: Samuel Kevin Wilson; Director of Community Services & Water DATE: March 20, 2014 SUBJECT: Vernon - Sansone Contract The Community Services and Water Department and Vernon Light and Power Department have been utilizing Christina Sansone for certain legal matters, including reviewing contract language, preparation of license agreements and reviewing NPDES matters. We have found her to be very knowledgeable and timely in her services. Her initial contract was at $200 per hour for telecommunication matters, with a not to exceed of $13,400. A few months thereafter the contract was amended to broaden the scope of the permissible legal work, but for non -specialty work she would charge a reduced rate of $135 per hour. No RFP was issued for the subject work, rather a finding was made that competitive bidding is not required for professional services and that the contract be awarded without a competitive selection process based that it is in the City's best interest to contract with Ms. Sansone based on her unique experience. Her original contract was approved per Resolution 2013-21. Pursuant to the authority granted via Vernon Municipal Code 2.17.12(B)(2), the City Administrator may find that the "best interests of the city are served by a direct award of the contract without a competitive selection process." (Contracts above $75,000 require City Council approval.) The rates proposed by Ms. Sansone are lower than all lawyers currently under contract with the City with the exception of one. Additionally, the City recently completed an RFP for litigation services, and both winning firms were awarded the contract at the rate at $225 per hour — 67% higher than the rates proposed by Ms. Sansone. Lastly, the city has been working with Ms. Sansone, and believes that she is extremely well qualified to handle the work that she has been handling and would continue to handle. Based on the above, it is recommended that a second amendment to Ms. Sansone's contract be approved increasing the "not -to -exceed amount" to $75,000 without a competitive selection process pursuant to the best interest exemption.. Attached herewith is a copy of amendment No. 2. Upon your approval it will be forwarded to Ms. Sansone for execution. SKW SUPPORTING DOCUMENTS SANSONE LAW FIRM 101 North Verdugo Road #9768, Glendale, CA 91226 (818)241-9666 Email: CSansone@SansoneLawFirm.com www.SansoneLawFirni.com March 26, 2014 a a Samuel Kevin Wilson RECMVE® Director of Community Services and Water APR 0 2 2014 4305 Santa Fe Avenue Ommu111 Serves Vernon, CA 90058 Re: Agreement for Attorney Services Amendment No. 2 Dear Kevin: Enclosed please find two originals of Amendment No. 2 to the professional services agreement between the City of Vernon and Sansone Law Firm. Once approved, please send one executed original with all of the city's signatures. Best regards and thank you for all your assistance, Christina R. S sone Sansone Law Firm Enclosures