HomeMy WebLinkAboutR28880 - Richards, Watson & Gershon - Legal Svcs CITY OF PALM DESERT/PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: APPROVAL OF THE AGREEMENT FOR LEGAL SERVICES BY
AND AMONG THE PALM DESERT REDEVELOPMENT AGENCY,
THE CITY OF PALM DESERT AND RICHARDS, WATSON &
GERSHON
SUBMITTED BY: JUSTIN MCCARTHY, ACM REDEVELOPMENT
DATE: AUGUST 27, 2009
CONTENTS: CONTRACT NO. R 28880
Recommendation:
By Minute Motion, that the:
1) City Council and Agency Board approves Contract No. 28880
,
Agreement for legal services to the Palm Desert Redevelopment Agency,
the Palm Desert Housing Authority and City of Palm Desert with
Richards, Watson & Gershon, substantially as to form;
2) Authorize the City Manager/Executive Director and City of Palm Desert to
finalize the Agreement with Richards, Watson & Gershon, substantially as
to form;
3) Authorize the Mayor/Chairman to execute the finalized agreement.
Executive Summarv:
Approval with authorize the Agreement with Richards, Watson and Gershon (RWG) for
the provision of general and special legal services to the Redevelopment Agency,
Housing Authority and City of Palm Desert, effective September 1, 2009.
Discussion:
On May 7, 2009, the City Council approved the release of the Request for Proposals for
City Attorney services and RDA Legal Counsel. A total of nine (9) proposals were
received for consideration. Upon review of submitted proposals and interviews with the
Staff Report
Approval of Contract Agreement With Richards, Watson � Gershon
Page 2 of 3
August 27, 2009
selected firms, the Legal Services Selection Committee unanimously recommended re-
appointment of Richards, Watson and Gershon for RDA Legal Counsel.
On July 9 2009, the Council authorized the Executive Director to negotiate the legal
services contract with RWG for general and special legal services to the
Redevelopment Agency, as well as special legal services to the City.
The areas included under general services will include matters such as adoption and
amendment of redevelopment plans, adoption and amendment of implementation plans,
preparation of disposition and development agreements, exclusive negotiation
agreements, and owner participation agreements, property acquisitions, property
dispositions, public improvements, affordable housing, monitoring and reporting of
pending and current State and Federal legislation as well as court decisions as
appropriate.
RWG will also provide special legal services relative to public works contracts and
public contracting disputes, public finance matters, litigation services, bond and
disclosure counsel services, and others as agreed upon by the Executive Director.
Compensation Break Down
General Counsel Legal Services
• Description: Includes general counsel legal services for the Redevelopment
Agency and City of Palm Desert.
o Agency Fee: A flat retainer fee of $15,000 per month.
o City Fee: an hourly rate of $250 per hour for attorney services and $125
per hour for paralegal.
Special Legal Services:
• Description: Special legal services will be compensated separately and include:
1) public works contracts/public contracting disputes, 2) any matter that RWG
and the Executive Director agree will take more than ten billable hours, 3) public
finance matters, 4) litigation, non-judicial adversarial matters such as arbitrations
and administrative proceedings 5) bond and disclosure counsel services.
o Agency Fee: Items 1-3: $190 per hour for an attorney, $125 per hour for
paralegal or legal assist. Item 4: $250 per hour for an attorney, $125 for
paralegal or legal assistant. Item 5: Flat Fee.
o City Fee: Item 4: $250 per hour for an attorney, $125 for paralegal or legal
assistant. Item 5: Flat Fee. Any other legal assistance to the city not
described under General Counsel or Special Legal Services will be billed
Staff Report
Approval of Contract Agreement With Richards, Watson 8� Gershon
Page 3 of 3
August 27, 2009
at a rate of $225 per hour for an attorney, $125 for paralegal or legal
assistant.
The compensation structure above is consistent with the fee schedule presented by
RWG in proposal format.
Bond and disclosure counsel services will be charged at a flat fee that shall be
determined in accordance with the size and complexity of the borrowing and subject to
approval by the City Manager/Executive Director or Finance Director.
Additionally, RWG shall be reimbursed for out-of-pocket expenses incident to services
performed. Hourly rates for special counsel legal services have a provision for an
annual automatic increase on the anniversary of the commencement of the Agreement.
The increase shall be based on the percentage increase of the Consumer Price Index
for All Urban Consumers — Los Angeles — Orange County — Riverside County.
The duration of the contract is five years. However, the agreement is subject to a thirty
day termination provision in accordance with Section 8 of the Agreement.
Staff respectfully recommends that the City Council and Agency Board approve the
Agreement with Richards, Watson and Gershon for the provision of legal services to the
Palm Desert Redevelopment Agency, the Palm Desert Housing Authority and City of
Palm Desert.
CITY COUNCILAC/T ION
APPROVED _�._.,,.,`_D�D
Submitted By: RECEIVED OTHER
MEETI G DATF.
• G AYES:� � �►� 'y �X?rh ��
NOES: �
ust n McCarthy AI3SENT: _ll/UYI�
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AC Redevelopment AQSTAIN:
VCRIFIED BY: � �
Original on File with City lerk's Of}ice
Approval:
hn M. Wohlmuth, Executive Director Paul S. Gibson, Director of Finance
-� BY RDA ',r"�
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VERtFtED BY �-1�- ,.C�
t�rigirt�l on file with City Clerk's Office
Contract No. R28880
AGREEMENT FOR LEGAL SERVICES BY AND AMONG
THE PALM DESERT REDEVELOPMENT AGENCY, THE
CITY OF PALM DESERT AND RICHARDS, WATSON &
GERSHON, A PROFESSIONAL CORPORATION
THIS AGREEMENT FOR LEGAL SERVICES ("Agreement") is entered into by
and among the Palm Desert Redevelopment Agency (the "Agency"), the City of Palm Desert
(the "City") and Richards, Watson & Gershon, A Professional Corporation ("RWG").
RECITALS:
A. The Agency wishes to retain RWG to provide general counsel legal services to
the Agency.
B. The City wishes to retain RWG to provide certain special legal services to the
City from time to time.
C. RWG wishes to provide general counsel legal services to the Agency and certain
special legal services to the City.
NOW THEREFORE, the parties agree as follows:
Secton 1. Le�al Services to A�ency. RWG shall provide the following legal
services to the Agency:
A. General Counsel Legal Services. RWG shall provide general counsel
legal services to the Agency. General counsel legal services shall include matters related to the
selection of project areas, adoption and amendment of redevelopment plans; adoption and
amendment of implementation plans; preparation of disposition and development agreements,
exclusive negotiation agreements and owner participation agreements; property acquisitions,
property dispositions, public improvements, easement dedications, rights-of-way acquisitions
and abandonment; consulting agreements; affordable housing; conflicts of interest; monitoring
and reporting of pending and current State and Federal legislation as well as court decisions as
appropriate; attending Agency Board meetings upon request; and providing office hours at City
Hall upon request.
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Contract No. R28880
B. Compensation for General Counsel Legal Services. For providing the
general counsel legal services set forth above, the Agency shall pay to RWG a flat retainer fee of
$15,000 per month.
C. Special Legal Services. RWG shall provide special legal services to the
Agency, which services shall be compensated separately as set forth below. Special legal
services shall mean all matters related to the following:
1. public works contracts and public contracting disputes;
2. any matter that RWG and the Executive Director agree will take
more than ten billable hours for an attorney or combination of
attorneys to complete;
3. public finance matters;
4. litigation in which RWG files a court pleading on behalf of the
Agency, as well as any non judicial adversarial matter such as
arbitrations and administrative law matters, proceedings, or
hearings;
5. bond counsel and disclosure counsel services.
D. Compensation for Special Legal Services. For providing the special legal
services set forth above, the Agency shall pay to RWG (i) a composite blended hourly rate of
$190 per hour for any attorney, and $125 per hour for any paralegal or legal assistant, for matters
described in items numbered 1 through 3, above; (ii) a composite blended hourly rate of$250
per hour for any attorney, and $125 per hour for any paralegal or legal assistant, for matters
described in item number 4, above; and (iii) a flat fee for matters described in item number 5,
which shall be determined in accordance with the size and complexity of the borrowing and shall
be subject to approval by the Executive Director or Finance Director.
E. Out-of-Pocket Expenses. In addition to other payments provided above,
RWG shall be reimbursed for out-of-pocket expenses incident to services performed, including
long-distance telephone charges (but not to and from City Hall), extraordinary reproduction
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Contract No. R28880
costs, specialized delivery requirements, mileage (but not for travel to and from City Hall), and
non-automobile travel expenses in the event attorneys are required to travel other than in the
Riverside, San Bernardino, Los Angeles and Orange County areas on behalf of the Agency.
F. Automatic Increase. The hourly rates for special counsel legal services
shall automatically increase on the annual anniversary of the commencement date of this
Agreement by a percentage amount that is equal to the increase in the prior year, if any, in the
cost of living index for Los Angeles-Riverside-Orange County.
Secton 2. Legal Services to City
A. Legal Services to the City. RWG shall provide legal services to the City
on an as needed based upon request to, and agreement of, RWG.
B. Compensation for Legal Services to the City. RWG shall be compensated
by the City for requested legal services as follows: (i) a composite blended hourly rate of$250
per hour for any attorney and $125 per hour for any paralegal or legal assistant for either
litigation in which RWG files a court pleading on behalf of the City, as well as any non judicial
adversarial matter such as arbitrations and administrative law matters, proceedings, or hearings
or for public finance matters; (ii) a flat fee for representation as bond counsel or disclosure
counsel, which shall be determined in accordance with the size and complexity of the borrowing
and shall be subject to approval by the City Manager or Finance Director; and (iii) a composite
blended hourly rate $225 per hour for any attorney and $125 per hour for any paralegal or legal
assistant for any other legal services.
C. Automatic Increase. The hourly rates for legal services provided to the
City shall automatically increase on the annual anniversary of the commencement date of this
Agreement by a percentage amount that is equal to the increase in the prior year, if any, in the
cost of living index for Los Angeles-Riverside-Orange County.
Secton 3. Statements. RWG shall send Agency and City a statement of services
rendered and expenses incurred in each month on the Agency and City's respective accounts.
The statement shall describe the nature of the work performed, the attorney performing the work
and the time spent for each task as well as the nature of any fees and expenses incurred.
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Contract No. R28880
Secton 4. Term. The term of this Agreement shall be five (5) years, commencing on
September 1, 2009. This Agreement may be terminated in accordance with the terms of Section
8.
Secton 5. Insurance. RWG shall procure and maintain for the duration of this
Agreement, insurance against claims for injuries to persons or physical damage to property
which may arise from or in connection with the performance of the work by RWG, its agents,
representatives, or employees. Additionally, RWG shall procure and maintain for the duration of
the Agreement, professional liability insurance. Insurance shall be of the type, in the amounts,
and subject to, the provisions described below.
A. Commercial general liability coverage with a minimum limit of
$1,000,000 per occurrence.
B. Workers' Compensation insurance as required by the State of California.
C. Professional Liability Insurance with a minimum limit of$5,000,000.
Such insurance may be subject to a self-insured retention or deductible to be borne entirely by
RWG.
D. Evidence of Coverage:
1. Within 14 days after approval of this Agreement by the Agency
and the City, RWG shall file with the Agency and the City certificates of insurance with original
endorsements evidencing coverage in compliance with this Agreement.
2. RWG shall make the insurance policies required by this
Agreement, including all endorsements and riders, available to the Agency and the City for
inspection at RWG's office during regular business hours.
3. During the term of this Agreement, RWG shall maintain with the
Agency and the City current valid certificates of insurance. Certificates evidencing renewals of
coverage shall be filed prior to expiration of any required coverage.
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Contract No. R28880
4. All insurance coverage shall be provided by insurers with a rating
of B+;VII or better in the most recent edition of Best's Key Rating Guide, Property-Casualty
Edition.
5. Each insurance policy shall be endorsed to state that coverage shall
not be suspended, voided or canceled and shall not be reduced in coverage or limits except after
thirty days prior written notice provided to the Agency and the City. Upon prior request of the
carrier, the notice period may be reduced to 10 days in the event of non-payment of premium.
6. RWG's insurance and any insurance provided in compliance with
this Agreement, shall be primary with respect to any insurance or self-insurance programs
covering the Agency and the City.
7. Any deductibles or self-insured retentions shall be disclosed to the
Agency and the City.
8. All commercial general liability insurance coverage required to be
maintained pursuant to this Agreement by RWG shall name the Agency and the City, the City
Council, the Agency Board, and every officer, agent, and employee of the Agency and the City
as additional insureds with respect to work under this Agreement.
Secton 6. Successors and Assi�ns. This Agreement may not be assigned by RWG.
Secton 7. Facilities and Equipment. RWG shall, at its own cost and expense,
provide all facilities and equipment at its offices which may be required for performance of
services required by this Agreement.
Secton 8. Termination. This Agreement may be terminated by either the Agency (or
the City, as the case may be) or by RWG, with or without cause, upon 30 days written notice;
provided, however, that RWG further agrees that it shall exercise is right to terminate this
Agreement only in a manner that is consistent with any obligations that it may have under
applicable rules of professional conduct. RWG shall be compensated for all services provided,
and shall be reimbursed for all expenses incurred, through the effective date of termination as
noticed by the terminating party. In the event of a termination of this Agreement, both the
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Contract No. R28880
Agency (or the City, as the case may be) and RWG shall cooperate to promptly accomplish the
transfer of the Agency's (or the City, as the case may be) legal representation for any pending
matters.
Secton 9. Files. RWG shall maintain one or more client files in connection with
providing services in accordance with this Agreement. In such client files, RWG may place
correspondence, pleadings, deposition transcripts, exhibits, physical evidence, expert's reports,
and other items reasonably necessary to its representation of the Agency and the City. Such
client files shall be and remain the property of the entity for which they are prepared. RWG shall
control the physical location of such client files during the term of this Agreement. RWG may
also place in such client files documents containing RWG's attorney work product, mental
impressions or notes. The work product shall be and remain RWG's property. In addition,
electronic documents such as e-mail and documents prepared on RWG's word processing
system, but which have not been printed in hard copy, shall be and remain RWG's property and
shall not be considered part of the client files, but copies of any such documents or emails
prepared in connection with services to the entity (other than attorney work product) shall be
provided to the entity upon request. RWG may enact and implement reasonable retention
policies for such electronic documents and RWG has discretion to delete such documents.
At the termination of this Agreement, the original client files for each entity (but not
including the work product) shall be made available to that entity, and each entity shall have the
right to take possession of its respective client files. RWG will be entitled to make copies of the
client files and each entity will be entitled to make copies of the work product prepared far the
entity. At the conclusion of this Agreement, (whether or not any entity takes possession of the
client files)the Agency and the City shall take possession of any and all original contracts,
certificates, and other such important documents that may be in the client files and RWG shall
have no further responsibility with regard to such documents.
If any entity does not take possession of the client files at the conclusion of the
Agreement, RWG shall store such client files for a period of at least one year. During the entire
time that RWG stores the client files, each entity shall have the right to take possession of its
files at any time. At the conclusion of such one year period, RWG shall send to the entities a
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Contract No. R28880
notice advising of RWG's intention to dispose of the client files. The Agency and the City shall
have 60 days from the date of such notice to take possession of the client files. If the Agency
and the City do not take possession of the client files during that time, the Agency and the City
agree that RWG may dispose of the client files without further notice. RWG shall have no
obligation to abide by any entity's document retention schedule or to take any steps except as
outlined above.
Secton 10. Extent of Agreement. This Agreement represents the entire and integrated
Agreement among the Agency, the City and RWG, and supersedes any and all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by
written instrument signed by the parties affected by the amendment.
Secton 11. Severability. Invalidation of any provision contained herein or the
application thereof to any person or entity by judgment or court order shall in no way affect any
of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to
any other person or entity, and the same shall remain in full force and effect.
Secton 12. Governing Law. This Agreement shall be interpreted in accordance with
the laws of the State of California.
Secton 13. Independent Contractor. No employment relationship is created by this
Agreement. RWG shall be an independent contractor of the Agency and the City.
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Contract No. R28880
Executed this day of , 2009, at , California.
PALM DESERT REDEVELOPMENT AGENCY
By
Chairman
ATTEST:
(SEAL)
City Clerk
CITY OF PALM DESERT
By:
Mayor
ATTEST:
RICHARDS, WATSON & GERSHON
A Professional Corporation
By:
KAYSER SUME
Chairman of the Board
99904-0173\1149832v6.doc g
Contract No. R28880
ExxlsiT a
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