03.11 Litigation Defense Legal Services l oF_o�
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April 9, 2019
TO: Honorable Mayor and Members of the City Council
THRU: Rick Otto, City Manager
FROM: Gary A. Sheatz ' Attorney
REVIEW: City Man er inance ���
1. SUBJECT
First Amendment to Attorney Services Agreement with the law firm of Nielsen Merksamer
Parrinello Gross&Leoni to provide legal services related to litigation defense in the matter
of Southwest Voter Registration Education Project, et aL, v. City of Orange.
2. SUMMARY
The City currently has an agreement with Nielsen Merksamer for an amount not to exceed
$30,000 to provide legal services in the matter of Southwest VoterRegistration Education
Projecf, et aL, v. City of Orange, which will soon be expended. The proposed First
Amendment will increase the not to exceed amount by $250,000 from $30,000 to
$280,000.
3. RECOIVIMENDED ACTION
1. Approve a First Amendment to Attorney Services Agreement with Nielsen
Merksamer Parrinello Gross & Leoni in the amount of$250,000 and Authorize the Mayor
and City Clerk to execute on behalf of the City.
2. Authorize the appropriation of $250,000 from the General Fund unreserved fund
balance to expenditure account number 100.0301.51600.00000, General Fund — Legal
Services.
4. FISCAL IMPACT
The total expenditure for this amendment is$250,000 and will be funded through General
Fund (100).
ITEM 3•� � � 04/09/2019
5. STRATEGIC PLAN GOALS
Goal 2: Be a fiscally healthy.community
a. Expend fiscal resources responsibly.
6. DISCUSSION AND BACKGROUND
The City has retained the law firm of Nielsen Merksamer Parrinello Gross & Leoni to
provide legal services with respect to litigation defense in the matter of Southwest Voter
Registration Education Project, et al., v. City of Orange.
While the City Attorney's Office does handle most litigation matters, the City does contract
with outside counsel when the complexity or staff time burden requires such. These
litigation matters involve allegations of violation under the California Voting Rights Act
seeking complex remedies, including the demand for district voting, and will be very time
consuming for our in-house legal staff, which is why outside counsel has been retained.
7. ATTACHMENTS
1. First Amendment to Attorney Services Agreement.
ITEM 2 04/09/2019
FIRST AMENDMENT TO
ATTORNEY SERVICES AGREEMENT
This First Amendment to Attorney Services Agreement(the"First Amendment")is made and
entered into as of , 2019, by and between the CITY OF ORANGE, a municipal
corporation (the "City"), and Nielsen Merksamer Parrinello Gross & Leoni, LLP, a limited liability
partnership (herein referred to as the "Law Firm"), with its principal office for purposes of this First
Amendment at 2350 Kerner Blvd., Suite 250, San Rafael, California 94901 and with reference to the
following:
A. The City and Law Firm entered into that certain Attorney Services Agreement
(Agreement No. 6751) dated as of March 5, 2019, which is incorporated herein by this reference (the
"Original Agreement"); and
B. The City and the Law Firm desire to amend the Original Agreement to modify, amend
and supplement certain portions of the Original Agreement.
NOW,THEREFORE,the parties hereby agree as follows:
Section 1. Defined Terms. Except as otlierwise defined herein,a11 capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. The City and Law Firm agree that all references in this First
Amendment are deemed and construed to refer to the Original Agreement, as implemented by this
First Amendment.
�
Section 3 Comnensation. 'The total not-to-exceed compensation (exclusive of
reimbursables) set forth in Section II of the Original Agreement for the services to be rendered
thereunder was the sum of THIRTY THOUSAND DOLLARS($30,000.00). Section II ofthe Original
Agreement is hereby amended to provide for an increase of TWO HLTNDRED FIFTY THOUSAND
DOLLARS ($250,000.00) in the total not-to-exceed compensation such that the Law Firms total
compensation under the Original Agreement, as amended by this First Amendment shall not exceed
TWO HUNDRED EIGHTY THOUSAND DOLLARS ($280,000.00)without the prior authorization
of the City.
Section 4. Integration. This First Amendment, the agreements specifically referred to
herein, and all attachments hereto (if any) integrate a11 of the terms and conditions mentioned herein,
and supersede all negotiations with respect to the subject matter hereof. This First Amendment
amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the
Original Agreement sha11 remain in full force and effect. To the extent that there is any conflict or
inconsistency between the terms and provisions of this First Amendment and the terms and provisions
of the Original Agreement,the terms and provisions of this First Amendment shall control and govern
the rights and obligations of the parties.
IN WITNESS of this Agreement,the parties enter into this First Amendment on the year and
day first above written.
"LAW FIRM" "CITY"
NIELSEN MERKSAMER PARRINELLO CITY OF ORANGE, a municipal corporation
GROSS &LEONI, LLP, a limited liability
partnership
*By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Gary A. Sheatz
City Attorney
*NOTE: If CONSULTANT is a corporation,the City requires the following signature(s):
-- (1)the Chairman of the Board,the President or a Vice-President,AND(2)the Secretary,the
Chief Financial Officer,the Treasurer,an Assistant Secretary or an Assistant Treasurer. If
only one corporate officer exists or one corporate officer holds more than one corporate
office,please so indicat� OR
— The corporate offtcer named in a corporate resolution as authorized to enter into this
Agreemen� A copy of the corporate resolution, certified by the Secretary close in
time to the execution of the Agreement,must be provided to the City.
CITY COUNCIL MINUTES APRIL 9, 2019
3. CONSENT CALENDAR(Continued)
3.7 Agreement with the County of Orange for a Lead Forensic Specialist in the Police
Department through June 30,2022. (A2100.0; AGR-6447.3)
ACTION: Approved agreement and authorized the Mayor and City Clerk to execute on
behalf of the City.
3.8 Consultant Services Agreement with Darren Doerschel for consulting and support
related to the Police Department Emergency Operations Center remodel.
ACTION: Approved the Agreement with Darren Doerschel in the amount of$17,100 for
professional services and authorized the Mayor and City Clerk to execute on behalf of the
City. (A2100.0; AGR-5921.D)
3.9 Agreement with Chapman University for production of Local Cable Programming.
ACTION: Approved the agreement with Chapman University in the amount of$900,000
for the production of local cable programming, and authorized the Mayor and City Clerk
to execute on behalf of the City. (A2100.0; AGR-5689.B)
3.10 Second Amendment to the Amended and Restated Agreement with North Net Joint
Powers Authority for North Net Fire Training Facilities. �
ACTION: Approved the amendment to agreement with North Net Joint Powers Authority
for North Net Fire Training Facilities, and authorized the Mayor and City Clerk to execute
on behalf of the City. (A2100.0; AGR- 0160.1.E.2)
3.11 First Amendment to Attorney Services Agreement with the law firm of Nielsen
Merksamer Parrinello Gross & Leoni to provide legal services related to litigation
defense in the matter of Southwest Voter Registration Education Project, et al., v. City
of Orange. (A2100.0; AGR-6751.1)
ACTION: 1) Approved a First Amendment to Attorney Services Agreement with Nielsen
Merksamer Parrinello Gross&Leoni in the amount of$250,000;and authorized the Mayor
and City Clerk to execute on behalf of the City; and 2) Authorized the appropriation of
$250,000 from the General Fund unreserved fund balance to expenditure account number
100.0301.51600.00000, General Fund—Legal Services.
3.12 Appropriation of$30,400 in designated donation funding received from the Friends
of the Orange Public Library. (C2500.I)
ACTION: 1)Accepted into the city's revenue budget$30,400 in donations from Friends of the
Orange Public Library, revenue account number 100.2001.48390.19990, Donations—Friends
of the Library; and 2)Authorized the appropriation of$30,400 to Friends of the Orange Public
Library(#19990)to the following expenditure account numbers:
100.2001.53301.19990, Library Books $6,750
100.2001.53340.19990, Craft Supplies 2,000
, 100.2004.51423.19990, Maintenance Contracts 7,400
100.2004.53910.19990, Minor Office Equipment 750
100.2014.53910.19990,Minor Office Equipment 500
100.2016.51670.19990, Other Prof. & Consulting 5,000
100.2016.53340.19990, Craft Supplies 3,500
100.2017.53340.19990, Craft Supplies 4.500
$30,400
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