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Home My WebLink AboutSA28881 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 ARlD 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: 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. Backqround 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 A627 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: i' � � - � Rudy costa, Assistant City Manager J net M e, Director of Housing CTfY CO ON APPROVED DENfFD Reviewed: RECEIVED OTHER � MEET ' T � AYES � NOES: ul S. Gibson, Director of Finance ABSENI': ABSTAIN: VERIFIED BY: Ap�.r�oval: Original an File with City i M. Wohlmuth Manager/Executive Director �iLx�� 3Y, ' �� 's Office �� .�-��.�s�. �.� �rigir�at o� fi�� wi�i C�� 1�'s �� G:�Econ Development�Rudy Acosta\Staff Reports-2014�RWG Extenhon Agreement 5-28-14.doc } �... .� � �� d�l � � a W � � � � � 0 N :�C � CU U � .�.. U � � � a� � � 0 � � .� .� � Contract No. SA28881 �;�►y RICHARDS � WATSON ( GERSHON ��C� ATTORNEYS AT LAW - A PROFESSIONRI CORPORATION 355 South Grand Avenue, qoth Floor, Los Angeles, CatiFornia 9oo7i-3ioi Telephone zi3.6�6.8q8q Facsimile zi3.6z6.0078 RICHARD RICHARDS JUIV 17 2014 (19tb-ig88) J : GLENN R. WATSON (1<J1)-2010} HARRV L GERShION �i922-200j� STEVEN L. �ORSEY John Wohlmuth WILUAM L STRAUSZ MIiCHELI E. A880TT City Manager GREGORY W. STEPANICICN QUINN M. BARROW City of Palm Desert cnRo�w. �vncr+ GNEGORY M, KUNEft7 73_� 10 Fred Waring Drive � THOMAS M. �IMQO ROBERT C CECCON palm Desert, California 92260-2578 STEVEN H.KAUiMANN KEVIN G. ENN15 ROBIN p. HARRIS MICNAEI ESTRADA IAURENCE S. WIENER Dear John: STEVEN R. ORR B.7�lDEN K�M SASKIA T. ASAMURA KAYSER O, SUME As we are about to reach the term of our legal services a�reement I would suggest PETER M. THORSON ) �AMCRAIG AaSTEf E that we simply continue it for an additional tllree years. We would be happy to T. PETER PIERCE 7ERENCE R. BOGA provide the Successor Agency and the City an optiotl to add another three years usn soeo ,""E' E. `°"S°" beyond that all under the same terms and conditions of the existing agreement. ROXANNE M. DIAZ f �iM G. GRAVSON ROY A. CLARKE MICHAEIf. YOSMIBA please let me know if that is acceptable. REGINA N. DANNER PAULA GUTiERREZ BAEZA BMUCf W, GALLOW0.Y DIANA K. CHUANG PATItICK K. 608K0 Vety truly yours, NORMAN A. DUPONT DAVID M.SNOW LOtIY A. ENRIQUEI KIRSTEN R. BOWMAN GINETTA L. GIOVINCO TRiSHA ORTiZ CANDICE K, iEE �ENNIFER PETRU515 . STEVEN L. FtOWER �illiam L. ra Sz TOUSSAiNT S.BAILEV AMV GREYSO/tl DEBORAN R. HAI(MAN 0. CRAIG FOX p6401-0001\1730732v1.doc MARICELA E. MARROQU�N KATHERINE t. WISINSKI SERITA R. YOUNG SNIRI KLIMA 01ANA H. VARAi 5EAN 8. G1880N5 JUTAE A. HAMIII AAftON C. O'DELL AMANDA L STE1N 57E➢HANIECAO SPENGER B. KALIiCK PATRICK D. SKAHAN STEPHEN O. LEE VOUSTINA N. A2t2 KYLE H. BROCNAR� NICHOlAS ft. l'iHIREL�i Of COUNSEI ROCNELL£ BROWNE SAYNE WEAVER TERESA MO�URANO GENA M. STINNETT SAN FRANCISCO OfFlCE te�evnoNe 4�5�4zi�8484 ORANGE COUNTY OFFICE TEtEPHONE71q.990.Oqot TEMECUtA OfF�CE TELEPNONE <j5t.G9$.2j�j ConC ct No. R2888A/SA28881 �, � �GKEEMENT FOR LEGAL SERVICES BY f1ND AMONG THE PALM DESER"T KI�DEVEL,OPMEN'I' AG�NCY, THE CITY 4F PALM DESERT AND RICHARI7S, W�TSON & GERSHON, A PROFESSIONAI, CORPORATION THIS AGREEMENT FOR LEGAL SERVICES ("Agreement") is entered into by �nd among thc Patr�� Desert Kedevelopment Agerjcy (the "A�ency"), the City of Palrn Desert (the "City"j and Richards, Watson & Gershon, A Professional Corporation ("RWG"). RF(sITALS: A. The Agency wishes to retain RWG to provide general counsel Iegal 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 caunsel legal services to the Agency and certain speciallegal services to the City. NOW THEREFORE, the parties agree as follows: Secton l. Le�al Services to A�ene,y. RWG shall provide the following legal services to the Agency: A. General Counsel Legal Services. RWG shall provide general counsel legal services to the A�ency. Ueneral counsel tegal services shall include matters related to the selection of project areas, adoption a,nd amendment of redevelopment plans; adoption and amendment of implementation ptans; preparation oi 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; c�nsuIting agreernents; affordable housing; conflicts of interest; monitaring and reporting of pending and current State and Federal legislation as well as caurt decisions as appropriate; attending Agency Board meetings upon request; and providing office hours at City Hall upan reque.st. 49904-01'311149832v6.doc � ontract Nn. it28880 /SA28881 L3. Compen.ration,for General Counse! Legal Services. For providing the general counsel legal services set forth above, the Agency shall pay to RWG a flat retainer fee of $ I S,OOU per month. C. Special Le�al Services. RWG shall provide special legal services to the t��ency, whiGh services shall be corngensated sep�rately as set �arth below. Sp�cial Ie�al services shall mean al( matters related to the following: 1. public works contracts and public contracting disputes; 2. any matter that RWG and the Executive Director agree will fiake 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 belzalf of the Agency, as well as any non judicial adversarial matter such as azbitrations 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 sha11 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 camposite biended hourly rate of $250 per hour for any attorney, and $ILS per hour for any paralegal or legal assistant, for matters described in item nurnber 4, a�aove; and (iii) a flat fee for ma.tters described in item number �, which shall be determined in accordance with the size and complexitv of the barrowing and shall be subject to approval by the Executive Director or Finance Director. E. Out-of-Pocket Fxpenses. In addition to ather payments pravided above, RWG shall i�e reimbursed fo: o�t-of�pocket expen�es incident to servic;es perfarmed, including Iong-distance telephone charges (but not to an� i'rc�m City Haii), extraordinary reproduction 99904-0}73�}149832v6.doc 2 � Cantract No. 82888fl /SA28881 c�sts, specialized delivery requirements, mileage (but not far travel to anci fronl City Hall), and non-automobile travel expenses in the event attomeys are required to travel other than in the Riverside, San Bernardino, Los Angeles and Orange County areas on behalf of the Agency. F. �lutomatic Increase. The hc�urly rates for special counsel legal services shall �utornatieally increase an th� annual anniversary oi'the commencement date of this Agreemeirt by a percentage amauiit that is equal to the increase in the prior year, if any, in the cost of liuing index for Los Angeles-Riverside-Orange County. Secton 2. Legal Services ta City A. Legal Services to the Ciry. RWG shall provide legal seivices to the City on an as needed based upon request to, and agreement af, 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 litigatian 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 far any other legal services. C. Automatic Increase. The hourly rates for legal services provided to the City shdll automaticatly ii�crease on the annuai anniversary ofthe commencement date afthis A�reement by a percentage amount that is equal to the increase in the priar year, if any, in the cost of living index for Los Angeles-Ri��erside-Orange Cnunty. Secton 3. Sta#ements. 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 shalI describe the nature of the work perfc�rmecl, the attc�rney performing the ivork and the iime spent for each task as �wveIl as the ?�ature of any fees a��d expenses iz�curred, 99904-01;311149832vb.doc � ontract No. R288$0/SA28881 Secton 4. Tertn. The term of this Agreement shall he five (5) years, cammencing on September 1, 2009. "I'his Agreement may be terminated in accordance with the terms of Section 8. Secton 5. Insurance. RWG shall procure and maintain for the durati�n of this Agre�ment, insuranc� �gainst claims for injuries ta persons ar physical damage to property which may arise from or in coni�ection 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, professianal 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 deduetible 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 aIl endorsements and riders, available to the �gency and the City far inspection at RWG's o�ce during regular business hours. 3. During the term of this Agreement, RWG shall maintain with the Agency and the City current va(id certificates of insurance. Certificates evidencing renewals of coverage sha11 be filed prior to expiration af any required coverage. 499�4-0173\1149832i6.doc 4 Contract No. R28880�SA28881 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, Praperty-Casualty Eclition. Lach insura.nce policy shall be endorsed to state that coverage sha(1 nvt be suspended, voided ar eanceled and shall not be reduc€d in coverage or lirnits except aft�r thirty days prior written notice provided to the Agency and the City. Upon prior request of fhe carrier, the notice period rnay be reduced to 10 days in the event of non-payment of �remium. 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. 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 afficer, agent, and employee of the Agency and the City as additional insureds with respect to work under this Agreement. Secton 6. Successors and Assi ris. 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 $. Termination. This Agreement may be terminated by either the Agency (or the City, as the case may be) c�r by RWG, with or with�ut cause, upon 30 days written notice; �rovided, however, that RWG further agrees that it shall exercise is right to terminate this Agreexnent 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 a11 services provided, and shall be reimburscd for a11 expenses incurred, through the effective date of terminaiion as noticed by the terminating party. In ihe event of a tenninaiion of this Agreement, �oih the 999U4-017.31i 149R32v6.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 (ar the City, as the case may be) iegal representation for any pending matters. Secton 9. Files. RWG shall maintain one or more client files in connection with pravidin� services in accc�rd�nce with this A�reement. In such client �iles, RWG may piac� correspondence, pleadings, deposition transcripts, exhibits, physical evidence, expert's reports, and other items reasonabiy necessary to its representation of the Agency and the City. Such client files shall be and remain the property nf the entity for which they are prepared. RWG shall control the physical location of such elient 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) shail be provided ta the entity upon request. RWG may enact and implement reasonable retention policies for such electronie documents and RWG has discretion to delete sueh documents. At the termination of this Agreement, the ariginal client files for each entity (but not including the work product) shall be made available to that entity, and each entity sha11 have the right to take possession of its respective client fles. 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 conclusian of this Agreernent, (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 ntiier such important documents that may be in ihe client fites and RWC.T shall have no further responsibilit�r with regard te 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 tirne that RWG stores the client files, each entity shall have the right to take possession of its files at any time. r�t the concl�zsic�n of such one year period, Rt�%G shaIl send to the entities a 499Q4017315149832v6.doc 6 . . C�ntract No. R28880 /SA28881 nc�tice advising of RWG's intention ta dispose of the client files. The Agency and the City shall have 60 days frc�m the date of such notice to take possession of the client files. If the Agency a�td the City do not take possession of the client fi(es 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 autlined abave. Secton 10. Extent of Agreement. T'his 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 ihe amendment. Secton 11. Severabilitv. 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 ather person or entity, and the same shali 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. Inde_pendent Contractor. No employment relationship is created by this Agreement. RVJG shall be an independent contractor of the Agency and the City. y4904-�17311i49R�2vfi.Anc 7 � ontract No. R28880 /SA28881 2nd October p�lm 1�sert Executed this ,_, day of __ __ , 2009, at ___ , California. PALM DESERT RFDLVELOPMENT AGENCY BY �� ' , Chairman ATTEST: r"� (SEAL) City Clerk _� CITY OF PALM DESEI�T By: c "� ,� , Mayor `��, v ATTEST: RICHARDS, WATS �c GERSHON A Professio Co ation � � r By: . .� YSER S E • Chairman of the Board 999040173U 149832v6.doc $ Contract No. SA28881 CALIFORNiA ALL-PURPO r ACKNOWLEDGMENT STATE OF CAUFORNIA COUNTY OF LOS ANGELES On Se�tember 21. 2009 before me, Leslie Ericson, Notary Public personally appeared Kayser Sume who praved ta me on the basis of safisfactory evidence to be the person whose name is subscribed to the within instrument and acknawledged 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. �t�'ilN� �� Place Notary Seai A6ove I certify under PENALTY OF PERJURY under the laws of fhe State of California that the foregoing paragraph is true and correct. WITNESS my hand and officiai seal. ; �n - -� �p ,�}, .�" (ll�t.,``''==-'V k' 1. Slgnature of Notary Pubiic OPTIONAL Though the information below is not required by law, it may prove valuable fo persons re/ying on ihe document and cou/d prevenf fraudutent removal and reaifachment of this form to anofher documeni. Description of Attached Document Agreement for Legal Services By and Among the Palm Desert Redevelopment Agency, the City of Palm Desert and Richards, Watson & Titie or Type of Document: Gershon A Professional Corporation Document Date: Not Dated Number of Pages: 8 Signer(s) Other i"han Named Above: Chairman of Palm Desert RDA and Mayor of Citv of Palm Desert Capacity(ies) Claimed by Signer(sj Signer's Name: Kayser Sume � individual ��sE�� t�r ■ Corpor�te C?fficer — Ttle(s3: Chairmar� of the Board Top of thumb here O Partner — C3 Limited ❑ General ❑ Attorney in Fact ❑ Trustee O Guardian or Conservator 0 Other: Signer is Represe►7ting: Richards, Watson & Gershnn, A Professiorai Cor�oration 99999t999917174808