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HomeMy WebLinkAboutMatarazzo, Andrea 2025-06-051 LEGAL SERVICES AGREEMENT THIS AGREEMENT, by and between the City of Ukiah, a municipal corporation herein referred to as “City,” and Andrea Matarazzo, principal at Matarazzo Law, APC, engaged in the practice of law in the State of California, herein called “Matarazzo.” RECITALS: 1. The City desires to engage Matarazzo to perform specialized legal services as further described in the attached Engagement Letters from Pioneer Law Group, which is labelled Attachment 1. 2. The City desires to assign the Engagement Letters in Attachment 1 to Matarazzo Law, APC. 3. The City also desires to engage Matarazzo to represent the City as an attorney of record in the matter of Vichy Springs Resort v. City of Ukiah et al., Mendocino County Superior Court case number SCUK-CVPT-18-70200. 4. The City Council is authorized by law to retain outside counsel with experience and expertise in specialized areas of the law. 5. Matarazzo certifies that she has the skills, qualifications, ability, background, certifications, licenses, knowledge and experience necessary to provide the specialized legal services described in Exhibit A. AGREEMENT: NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1.0 Scope of Services. A. Pursuant to the authority granted by Government Code Section 53060 Matarazzo is retained under the terms of this Agreement to provide the legal services set forth in Exhibit A, which is attached hereto and incorporated herein by reference. Matarazzo shall provide said services at the time, place, and in the manner specified in Exhibit A, subject to the direction and supervision of the City Manager, City Council and City Attorney. In addition, Matarazzo shall represent the City as an attorney of record in the matter of Vichy Springs Resort v. City of Ukiah et al., Mendocino County Superior Court case number SCUK-CVPT-18-70200. Matarazzo shall coordinate services hereunder with the City Council or its delegee and all performances required hereunder by Matarazzo shall be performed to the satisfaction of the City Council. COU NO. 2425-216 2 B. As of the Effective Date of this Agreement, Matarazzo Law, APC hereby accepts assignment of the Engagement Letters attached as Attachment 1 and assumes Pioneer Law Group’s obligations under the Engagement Letters. 2.0 Time of Performance. The services of Matarazzo commenced under the City’s now terminated agreement with Pioneer Law Group, a limited liability partnership, and shall continue pursuant to this Agreement until it is amended or terminated. Work shall be undertaken and completed in such sequence as to assure its completion as expeditiously as is consistent with professional skill and care. 3.0 Compensation, Reimbursement and Methods of Payments. Compensation to be paid to Matarazzo shall be on a time and expense basis. Labor charges shall be based upon hourly billing rate by Matarazzo to perform the legal services described in the attached Exhibit A and in Section 1.0 of this Agreement, which shall include all indirect costs and expenses of every kind or nature. The direct expenses and the fees to be charged for same shall be as set forth in Exhibit B. Unless otherwise agreed, Matarazzo 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 Matarazzo. B. Identification of the lawyer who is in charge of the matter. C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. 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. E. Where charges are made for research time, the specific issue being researched, and the need will be identified. City has retained Matarazzo for Matarazzo’s 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 a matter. F. Audit and Examination of Accounts: Matarazzo shall keep and will cause any assignee or consultant under this Agreement to keep accurate books of 3 records and accounts, in accordance with sound accounting principles, which pertain to services to be performed under this Agreement. a) Any audit conducted of books of records and accounts shall be in accordance with generally accepted professional standards and guidelines for auditing. b) Matarazzo hereby agrees to disclose and make available any and all information, reports, books of records or accounts pertaining to this Agreement to the City and any federal, state, regional or governmental agency which provides funding for these Services. c) Matarazzo shall provide a quarterly confidential memorandum to the City Manager and City Council for the first year of this contract with a summary of billings, which shall include: The attorney performing the work, the matters involved, the aggregate amounts billed for each matter, whether the work is General City Attorney Services or Special Counsel Services and a summary of expected future activity for each matter. d) All records provided for in this Section are to be maintained and made available throughout the performance of this Agreement and for a period of not less than four (4) years after full completion of services hereunder. All records, which pertain to actual disputes, litigation, appeals or claims, shall be maintained and made available for a period of not less than four (4) years after final resolution of such disputes, litigation, appeals or claims. 4.0 Engagement of Other Counsel, Specialists or Experts. Matarazzo will not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior approval of the City Council. 5.0 Termination of Agreement and Legal Services. This Agreement may be terminated by the City immediately with or without cause. Matarazzo may terminate the agreement upon thirty (30) days’ written notice of termination. 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, Matarazzo 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. 4 6.0 Ownership/Retention of Documents, Books and Records. All writings prepared by Matarazzo in the course of implementing this Agreement, except working notepads and preliminary draft documents, are the property of the City. Matarazzo shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of four (4) years, or for any longer period required by law, from the date of payment to Matarazzo under this Agreement. Matarazzo shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of four (4) years, or for any longer period required by law, from the date of termination of this Agreement. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit by the City Manager, City Auditor, City Attorney or designated City Councilmember(s), at any time during regular business hours, upon written request by the City Council. Copies of such documents shall be provided to the City for inspection at Ukiah Civic Center when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Matarazzo’s address indicated for receipt of notices in this Agreement. Nothing herein shall require or permit the release or inspection of any privileged document without the express written waiver of such privilege by the City Council. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Matarazzo's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained at City Hall. 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 work, case, or matter to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 8.0 Adverse Interest of Counsel. Matarazzo agrees to secure the informed written consent of the City Council 5 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 Council, in its sole discretion, objects for any reason. 9.0 Conflict of Interest. Matarazzo certifies that no member, officer or employee of Matarazzo is an officer or employee of the City except to the extent permitted by law. Matarazzo covenants and represents that she does not now have any investment or interest in real property owned or managed by the City, and shall not acquire any interest, direct or indirect, in City property or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Matarazzo’s services hereunder. Matarazzo further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. 10.0 Professional Ability of Matarazzo. City has relied upon the professional training and ability of Matarazzo to perform the services hereunder as a material inducement to enter into this Agreement. Matarazzo shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Matarazzo under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Matarazzo’s field of expertise. 11.0 Compliance with Laws. Matarazzo shall use the standard of care in her profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. Matarazzo represents and warrants to City that she has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Matarazzo to practice her profession. Matarazzo represents and warrants to City that Matarazzo shall, at her sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Matarazzo to practice her profession. 12.0 Indemnity. Matarazzo agrees to defend, indemnify and hold harmless the City, its officers, officials, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect including any and all costs and expenses in connection therein), arising out of the 6 performance of this Agreement or her failure to comply with any of her obligations contained in this Agreement, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, agents, employees or volunteers. Matarazzo’ responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of the Agreement are undertaken in addition to, and shall not be in any way be limited by, the insurance obligations contained in this Agreement. Further, Matarazzo will indemnify City, and hold it harmless, from an assertion that as a result of providing services to City, Matarazzo or any of her employees or persons performing work pursuant to this Agreement is entitled to benefits from, or is covered by, the Social Security retirement system or the California Public Employees Retirement Systems. Notwithstanding the foregoing, however, Matarazzo’s obligations for any payments to such claimant shall be limited to those payments which City may be required to pay. 13.0 Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Matarazzo. Matarazzo shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of Matarazzo under this Agreement will be permitted only with the express consent of the City Council. Matarazzo shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Matarazzo shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 14.0 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 Ukiah and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in the California state courts in Mendocino County. 15.0 Insurance. Matarazzo shall procure and maintain, at her sole cost and expense, comprehensive general liability and property insurance, including automobile and 7 excess liability insurance, and professional liability insurance against all claims for injuries against persons or damages to property resulting from Matarazzo’s negligent acts or omissions arising out of or related to Matarazzo’s performance under this agreement. The coverages and minimum limits are set forth in Exhibit C. 16.0 Notice. Written communications and invoices under this agreement shall be addressed as follows: If to CITY: City Clerk 300 Seminary Ave. Ukiah, CA 95482 Llawler@cityofukiah.com With a copy to: City Manager 300 Seminary Avenue Ukiah, CA 94025 ssangiacomo@cityofukiah.com City Attorney 405 West Perkins Street Ukiah, CA 95482 drapport@cityofukiah.com If to Matarazzo: Andrea Matarazzo Matarazzo Law, A Professional Corporation 1215 K Street, Suite 1210 Sacramento, CA 95814 17.0 Nondiscrimination. Matarazzo shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, sex, age, sexual orientation or other prohibited basis will not be tolerated. Consistent with City’s policy that harassment and discrimination are unacceptable employer/employee conduct, Matarazzo agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Matarazzo or Matarazzo’s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, marital status, 8 pregnancy, sex, age, sexual orientation or other prohibited basis will not be tolerated. Matarazzo agrees that any and all violation of this provision shall constitute a material breach of the Agreement. 18.0 Independent Contractor. In the performance of the services in this Agreement, Matarazzo is an independent contractor and is not an agent or employee of City. Matarazzo Law, APC, its officers, employees, agents, and subcontractors, if any, shall have no power to bind or commit City to any decision or course of action, and shall not represent to any person or business that they have such power. Matarazzo has and shall retain the right to exercise full control of the supervision of the services and over the employment, direction, compensation, and discharge of all persons assisting Matarazzo in the performance of said service hereunder. Matarazzo shall be solely responsible for all matters relating to the payment of her employees, including compliance with social security and income tax withholding, workers’ compensation insurance, and all other regulations governing such matters. 19.0 Amendment. Except as otherwise stated herein, any and all obligations of City and Matarazzo are fully set forth and described in this Agreement. Any changes in this Agreement, including any increase or decrease in the amount of compensation or any change in the term, which shall be mutually agreed upon by and between City and Matarazzo, shall be set forth in written amendments to this Agreement. Amendments to this Agreement shall be executed by the Mayor. Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 20.0 Miscellaneous a) Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. b) Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. c) Disclaimer of Guarantee. Nothing in this Agreement and nothing in Attorney’s statements to Client will be construed as a promise or guarantee about the outcome of this matter. Attorney makes no such promises or guarantees. Attorney’s comments about the outcome of this matter are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or 9 guarantees. Any deposits made by client or estimate of costs and expenses given by Attorney will not be a limitation on costs and expenses or a guarantee that costs and expenses will not exceed the amount of the deposit or estimate. Actual costs and expenses may vary significantly from estimates given. IN WITNESS WHEREOF, the City and Matarazzo agree as set forth hereinabove as of the date last set forth below. Signatures on next page] MATARAZZO LAW, APC By: Andrea Matarazzo CITY OF UKIAH By: Sage Sangiacomo, City Manager Andrea A. Matarazzo (Jun 5, 2025 11:19 PDT) Andrea A. Matarazzo 10 Dated: Dated: ATTEST: By: Kristine Lawler, City Clerk Approved as to Form: David J. Rapport, City Attorney Exhibit A: Scope of Services Exhibit B: Schedule of Charges Exhibit C: Insurance Provisions Kristine Lawler (Jun 5, 2025 07:37 PDT) Kristine Lawler July 5, 2025 July 5, 2025 11 Exhibit A SCOPE OF SERVICES As requested Matarazzo will provide strategic counsel and legal advice on issues arising under the California Environmental Quality Act (“CEQA”) in connection with the City’s land use planning and related efforts, including representation of the City as an attorney of record in the matter of Vichy Springs Resort v. City of Ukiah et al., Mendocino County Superior Court case number SCUK-CVPT- 18-70200. Upon request of the City Manager or City Attorney Consultant shall provide additional legal services related to CEQA and land use planning. 12 Exhibit B SCHEDULE OF C HARGES Legal services will be provided by Matarazzo at the following rates: Legal Services: $490 per hour for principal attorneys, $310 per hour for associate attorneys, and $195 per hour for paralegals, billed in time increments of .1 hour (one tenth of an hour); $310 per hour for associate attorneys Travel Time: $200 an hour, commencing after the first 45 minutes of each one-way trip, billed in 15 minute increments Adjustment to Hourly Rates. The hourly rates set forth above shall remain in effect until December 31, 2025. Thereafter, unless otherwise negotiated, the hourly rates will be increased by $5 annually, which the parties agree represents a fair and reasonable approximation of the increase in the cost of providing services (Cost of Living). Any increase in compensation beyond the compensation amount set forth in the preceding paragraph must be authorized in advance by the City Council. The City shall not be liable to pay Matarazzo additional compensation requiring prior City Council until such rate changes have received City Council approval. Expense reimbursement. The City shall pay the following actual costs incurred by Matarazzo in performing services authorized by this Agreement as reported on monthly invoices from Matarazzo: actual costs of travel outside Ukiah for use of a private automobile at the IRS authorized rate per mile, lodging, meals, parking and similar expenses, and coach airfare for pre- approved commercial airplane travel, courier and express delivery and mail services, computerized legal research, major photocopying, conference calls and litigation related expenses for litigation authorized by the City Council. 13 Exhibit C Insurance Requirements Attorneys (“Consultant”) shall maintain insurance against claims for injuries to persons or damages to property, which may arise from or in connection with their performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 00 01 11 85. 2. ISO Form No. CA 0001 (Ed. 1/78) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Professional Liability Insurance covering damages which may result from errors, omissions, or acts of professional negligence by Consultant. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 14 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Professional Liability Coverage: $500,000 combined single limit per occurrence. If the coverage is an aggregate limit, the aggregate limit must apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the per occurrence limit. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self- 15 insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend from the termination of this Agreement and for a period of three (3) years thereafter. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty 30) days prior written notice by certified mail, return receipt requested, has been given to the City. 16 E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A-VII for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium.