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HomeMy WebLinkAboutSA28881 Ext 1 - Cnsel Svcs - Richards, Watson & GershonSUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY/ PALM DESERT HOUSING AUTHORITY/ CITY OF PALM DESERT JOINT CONSIDERATION STAFF REPORT REQUEST: APPROVAL OF THE EXTENSION OF CONTRACT NO. SA28881 FOR LEGAL SERVICES BY AND AMONG THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, THE PALM DESERT HOUSING AUTHORITY, THE CITY OF PALM DESERT AND RICHARDS, WATSON AND GERSHON SUBMITTED BY: Rudy Acosta, Assistant City Manager DATE: August 28, 2014 CONTENTS: Richards, Watson and Gershon's Request to Extend Contract Contract No. R28880 Recommendation By Minute Motion, that the: 1. City Council, Successor Agency to the Palm Desert Redevelopment Agency Board and, Palm Desert Housing Authority Board approve the extension of Contract No. SA28881 (formerly known as Contract No. R28880), Agreement for legal services to the City of Palm Desert, the Successor Agency to the Palm Desert Redevelopment Agency and Palm Desert Housing Authority with Richards, Watson and Gershon, substantially as to form and; 2. Authorize the City Manager/Executive Director and City of Palm Desert to finalize the Agreement Extension with Richards, Watson and Gershon, substantially as to form and; 3. Authorize the Mayor/Chairman to execute the finalized agreement. Executive Summary Approval with authorization of the agreement extension with Richards, Watson and Gershon for the provision of general and special legal services to the Successor Agency to the Palm Desert Redevelopment Agency, the Palm Desert Housing Authority and the City of Palm Desert. Background The current legal services contract (R28880) with Richards, Watson and Gershon is set to expire at the end of September 2014. The contract was originally approved by City Council and former Redevelopment Agency Board on August 27, 2009. RWG was selected and Contract No. SA28881 Staff Report Extension of Contract with Richards, Watson and Gershon August 28, 2014 Page 2 of 2 recommended by staff to the Council/Agency Board after qualification as the `highest rated firm' in a competitive selection process. Although the State of California dissolved redevelopment agencies in 2011, RWG has continued to provide legal services through the; AB26 and AB27 dissolution process, establishment of the Recognized Obligation Payment Schedule (ROPS), Bond and disclosure reports, affordable housing obligations, Long Range Property Management Plan (LRPMP), etc. and, per their contract. The Successor Agency to the Palm Desert Redevelopment Agency has approximately three years remaining in its term before transfer of its obligations to Riverside County. The recent Department of Finance approval of the LRPMP has peaked developer interest in the properties. Therefore, staff anticipates the continued need for special legal guidance to navigate the City and Successor Agency through the variety of obligations, processes and documents that will result. In the interest of continuity and preservation of institutional knowledge, staff recommends that the City Council, Successor Agency and Housing Authority Boards authorize a `minimum' three year contract extension with Richards, Watson and Gershon. Additionally, staff recommends that the contract include two -`one year' City Manager authorized extensions should they become necessary. RWG has proposed to provide "continued" legal services under the same terms and conditions of the existing agreement. This includes the compensation clauses as listed in the contract. Submitted By/Department Head: Submitted By/Department Head: Rudy'<costa, Assistant City Manager Reviewed: Ap ul S. Gibson, Director of Finance oval: M. Wohlmuth Manager/Executive Director ON J CITY CO APPROVED RECEIVED MEET AYES ABSENT: A NOES: „r I(Sr1i). ABSTAIN: m1 VERIFIED BY: Original on File with City e, Director of Housing ON DENIED) OTHER )?<-.,' (')/ rt-loony V rk's Office S' SA -RDA �'U ra► VERIFIED BY �•��1 l i)(1 s Original on file with City Clw 's Office G \Eton Development\Rudy Acosta\Staff Reports-2014'RWG Extention Agreement 8-28-14 doc Contract No. SA28881 RICHARD RICHARDS (1916-1988) GLENN R. WATSON (1917-2010) HARRY L. GERSHON (1922-2007) STEVEN L. DORSEY WILLIAM L. STRAUSZ MITCHELL E. ABBOTT GREGORY W. STEPANICICH QUINN M. BARROW CAROL W. LYNCH GREGORY M. KUNER7 TIHOMAS M. LIMBO ROBERT C. CECCON STEVEN H. KAUFMANN KEVIN G. ENNIS ROBIN D. HARRIS MICHAEL ESTRADA LAURENCE S. WIENER STEVEN R. ORR B. TILDEN KIM SASKIA T. ASAMURA KAYSER O. SUME PETER M. THORSON JAMES L. MARKMAN CRAIG A. STEELE T. PETER PIERCE TERENCE R. BOGA LISA BOND JANET E. COLESON ROXANNE M. DIAZ JIM G. GRAYSON ROY A, CLARKE MICHAEL f. YOSHIBA REGINA N. DANNER PAULA GUIIERREZ BAEZA BRUCE W. GALLOWAY DIANA K. CHUANG PATRICK K. BOBKO NORMAN A, DUPONT DAVID M. SNOW LOLLY A. ENRIQUE/ KIRSTEN R. BOWMAN GINETTA L. GIOVINCO TRISHA ORTIZ CANDICE K. LEE IENNIFER PETRUSIS STEVEN L. FLOWER TOUSSAINT S. BAILEY AMY GREYSON DEBORAH R. HAKMAN 0. CRAIG FOX MARICELA E. MARROQUrN KATHERINE L. WISINSKI SERITA R. YOUNG SHIRT KLIMA DIANA H. VARAT SEAN B. GIBBONS JUL.IE A. HAMILL AARON C. O'DELL AMANDA L. STEIN STEPHANIE CAO SPENCER B. KALLICK PATRICK D. SKAHAN STEPHEN O. LEE YOUSTINA N. AZIZ KYLE H. BROCHARD NICHOLAS R. GHIRELLI Of COUNSEL ROCHELLE BROWNE SAYRE WEAVER TERESA HO.URANO GENA M. STINNETT SAN FRANCISCO OFFICE TELEPHONE 415.421.8484 ORANGE COUNTY OFFICE TELEPHONE 714.990.0901 TEMECULA OFFICE 1ELEPHONE 951.695.2373 INN RICHARDS WATSON GERSHON ATTORNEYS AT LAW - A PROFESSIONAL CORPORATION 355 South Grand Avenue, 4oth Floor, Los Angeles, California 90071-3101 Telephone 213.626.8484 Facsimile 213.626.0078 July 17, 2014 John Wohlmuth City Manager City of Palm Desert 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Dear John: As we are about to reach the term of our legal services agreement, I would suggest that we simply continue it for an additional three years. We would be happy to provide the Successor Agency and the City an option to add another three years beyond that, all under the same terms and conditions of the existing agreement. Please let me know if that is acceptable. Very truly yours, William L. sz P6401-0001 \ 1730732 v 1.doc Coot et No. R28880/SA28881 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. Legal Services to Asencv. 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. 99904-0173\1149832v6.doc ontract No.. 1228880 /SA28881 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 Iegal 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 99904-0173 \ 1 1 49832v6.doc 2 Contract No. R28880 /SA28881 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, 99904-017311149832v6.doe 3 ontract No. R28880/SA28881 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. 99904-0173\1149832i6.doc 4 Contract No. R28880/SA28881 4. All insurance coverage shall he 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 Assigns. 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 99904-0173\1149832v6.doc ontract No. R28880/SA28881 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 for 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 99904-017311149832v6.doc 6 Contract No. R28880 /SA28881 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. 99904-0173\114981214(Inc 7 ontract No. R28880 /SA28881 2nd October Palm Desert Executed this day of , 2009, at , California. ATTEST: ATTEST: PALM DESERT REDEVELOPMENT AGENCY By Chairman CITY OF PALM DESERT RICHARDS, WATS & GERSHON A Professio Co ation By. ./CL YSER SLJME Chairman of the Board 99904-0173\1149832v6.doc 8 Contract No. SA28881 CALIFORNIA ALL-PURPO r ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On September 21, 2009 before me, Leslie Ericson, Notary Public personally appeared Kayser Sume rdhaligi�tiMO �Maples � g lb c.m %Ma Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Agreement for Legal Services By and Among the Palm Desert Redevelopment Agency, the City of Palm Desert and Richards, Watson & Title or Type of Document: Gershon. A Professional Corporation Document Date: Not Dated Number of Pages: 8 Signer(s) Other Than Named Above: Chairman of Palm Desert RDA and Mayor of City of Palm Desert Capacity(ies) Claimed by Signer(s) Signer's Name: Kayser Sume ❑ Individual RIGHT s�tNT OF NER ■ Corporate Officer — Title(s): Chairman of the Board Top of thumb here ❑ Partner — 0 Limited 0 General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Richards, Watson & Gershon, A Professional Corporation 99999t999511174808