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HomeMy WebLinkAboutCC AG PKT 2007-06-25 #R e AGENDA REPORT DATE: June 25, 2007 TO: Honorable Mayor and Members of the City Council THRU: David Carmany, City Manager FROM: June Y otsuya, Assistant City Manager SUBJECT: Approval of Professional Services Agreement for Legal Services SUMMARY OF REQUEST: e City Council to approve an Agreement for Legal Services with" the law firm of Richards, Watson & Gershon to provide city attorney and other related legal counsel for the City of Seal Beach and the Seal Beach Redevelopment Agency. DISCUSSION: Richards, Watson & Gershon has been discharging the duties of the offices of City Attorney in accordance with Section 704 of the Seal Beach City Charter since 1972 and has been Legal Counsel to the Seal Beach Redevelopment Agency since its inception. Since 1972, there have been a number of contracts concerning the terms of the relationship between the Firm and the City. On October 24, 2005, the Seal Beach City Council adopted a report entitled, "Use of Attorney Hours, Services and Costs." The report recommended a number of measures to contain legal costs, including: 1. Monitoring services provided by special counsel. 2. Reforming the Civil Service System. 3. Updating the Zoning Code and Local Coastal Plan. 4. Analyzing general services to determine whether more services can be included within the retainer portion of the contract. 5. Reviewing other legal services to determine whether the Firm can provide further discounts on certain matters. e Since then, the City Council has reformed the Civil Service System by presenting to the voters amendments to the City Charter that was passed in 2006. The City is in the final Agenda Item .I( e June 25, 2007 City Council Agenda Report-Professional Services Agreement for Legal Services Page 2 stages of updating the Zoning Ordinance. Additionally, the City's participation in the California Joint Powers Insurance Authority has further reduced the cost oflegal services and use of special counsel related to insurance claims and litigation. Under the existing agreement, Richards, Watson and Gershon has provided general legal services through a 100-hour retainer, with some additional services provided at a reduced rate from standard billing rates established by the Firm. However, overall attorney fees (includes the use of special counsel) have risen due to a rise in prosecution and litigation cases involving the City. At this time, staffhas met with the City Attorney to analyze whether more legal services can be included in the general retainer, and if Richards, Watson and Gershon would provide further discounts on other legal services. The Firm has agreed to: a) expand the parameters of the retainer; b) cap the cost on certain special services; and c) provide a discount on additional services. e Staffhas met with the City Attorney to analyze the legal services and has negotiated a new agreement. The proposed agreement identifies several areas that will assist in supporting the City's efforts to contain attorney fees at a reasonable level. The linn has agreed to expand the parameters of the retainer, cap the cost on certain special services and provide a discount on additional services. In addition, the City Attorney will provide designated work hours on-site each month (beyond City Council, Planning Commission meetings, etc.) at no additional cost to meet regularly with City staff on attorney related issues. FINANCIAL IMPACT: The proposed agreement for legal services includes: 1) an expansion of services included in the retainer; 2) an elimination of extra fees for general services rendered in excess of 100 hours; 3) a cap on the fees for certain special services; and, 4) a 15% discount on additional services. RECOMMENDATION: Staff recommends the following actions: 1. The City Council adopt "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH APPROVING AN AGREEMENT FOR LEGAL SERVICES", and 2. The Agency adopt: "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH APPROVING AN AGREEMENT FOR LEGAL SERVICES". e e June 25, 2007 City Council Agenda Report-Professional Services Agreement for Legal Services Page 3 Submitted by: ~5'W- ./ J e Y otsu AssisU:t City Manager NOTED AND APPROVED: .....7L> c..r"" V David Cannany, City Manager Attachment: e Professional Services Agreement 2007 Standard Billing Rates Resolutions Authorizing Approval e e e e AGREEMENT FOR LEGAL SERVICES FOR THE CITY OF SEAL BEACH AND THE SEAL BEACH REDEVELOPMENT AGENCY This Agreement is made and entered into by and between the law firm of RICHARDS, WATSON & GERSHON, a professional corporation ("Firm"), and the CITY OF SEAL BEACH and the SEAL BEACH REDEVELOPMENT AGENCY (collectively "City''). RECIT ALS A. The Firm has been discharging the duties of the offices of City Attorney in accordance with Section 704 of the Seal Beach City Charter since 1972 and has been Legal Counsel to the Seal Beach Redevelopment Agency since its inception. B. Since 1972, there has been a series of contracts and amendments concerning the terms of the relationship between the Firm and the City. C. On October 24, 2005, the Seal Beach City Council adopted a report entitled, "Use of Attorney Hours, Services and Costs." The report recommended a number of measures to contain legal costs, including: 1. 2. Monitoring services provided by special counsel. Refonning the Civil Service System. 3. Updating the Zoning Code and Local Coastal Plan. 4. Analyzing general services to determine whether more services can be included within the retainer portion of the contract. 5. Reviewing other legal services to determine whether the Firm can provide further discounts on certain matters. D. To adopt these measures, the City and the Firm desire to replace all former contracts, agreements and amendments with this Agreement for Legal Services which provides that the Firm will discharge the duties of the o.ffices of City Attorney and Redevelopment Legal Counsel as specifically set forth herein. E. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to discharge the duties of the offices of City Attorney and Redevelopment Legal Counsel and to provide the services contemplated by this Agreement. NOW, THEREFORE, the parties hereto agree as follows: 87296-0001 \978997v3.doc -1- e e e 1. Scooe of Services. Pursuant to the Official Charter of the City of Seal Beach, the Firm shall discharge the duties of the office of City Attorney and shall use its best efforts to provide legal services in a competent and professional manner. Pursuant to the Seal Beach Redevelopment Agency by-laws, the Finn shall advise the Agency on all legal matters. The Finn shall provide all legal services to the City of the kind and nature typically provided by an in-house City Attorney's office, Redevelopment Legal Counsel and the other legal services described herein, upon the request of the City Council, City Manager, Executive Director and department heads. The legal services to be provided by the Firm shall consist of those set forth in Exhibit "A" attached hereto and shall be billed at the rates set forth therein. 2. Citv Attomev and Redevelonment Counsel. Quinn M. Barrow was sworn in as City Attorney for the City of Seal Beach in 1993 and is hereby designated as Legal Counsel for the Seal Beach Redevelopment Agency. The parties understand and agree that the Finn may, from time to time, utilize other attorneys within the Finn to assist Mr. Barrow in the performance of legal services. 3. Billing Procedures and Monthlv Statements. a. The Finn shall submit to the City, within 30 days after the end of each calendar month, an itemized statement of the legal services provided and the time expended providing those services in the fonn customarily submitted by the Finn to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within 30 days of the billing date. b. The Finn will bill the City for its out-of-pocket costs and expenses such as, but not limited to, long distance telephone calls, filing fees, document duplication, facsimile transmission, computerized legal research, word-processing, and similar items. These items will be separately designated on the Finn's monthly statements as "disbursements," and will be billed in addition to the fees for professional services. c. Time will be charged by the Firm in increments of 1/10 of an hour (i.e., six-minute units). The rate structure in general, or the rates of particular attorneys, may be increased from time to time, after written notice to the City. 4. Resolution of Fee DiSDutes. The City is entitled to require that any fee dispute be resolved by binding arbitration pursuant to applicable arbitration rules for legal fee disputes. In the event that the City chooses not to utilize the Orange County Bar Association's arbitration procedures, the City agrees that all disputes regarding the professional services rendered or fees charged by the Finn shall be submitted to binding arbitration in Los Angeles to be conducted by the American Arbitratj.on Association in accordance with its commercial arbitration rules. 87296-000 I \978997v3,doc -2- e e e 5. Term of the A=ent. This Agreement shall commence as of July 1,2007 and shall be and remain in full force and effect until amended by written agreement between the parties, or unless terminated in accordance with the provisions of Section 6 hereof. 6. Termination of the Al!reement. The City may terminate the Firm's representation at any time, with or without cause, subject to an obligation to give notice in writing to the Firm at least 30 days prior to termination. The Firm may terminate its representation, subject to an obligation to give to the City written notice at least 90 days prior to termination. In either circumstance, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record. The Firm agrees to cooperate fully in any such transition, including transferring files promptly. Notwithstanding the termination of the Firm's representation, the City will remain obligated to pay to the Firm all fees and costs incurred prior thereto, and to pay such fees and costs in connection with services which have been requested following such termination. 7. Files. All legal files of the Firm pertaining to the City shall be and remain the property of the City. The Firm will control the physical location of such legal files during the term of this Agreement. 8. Modifications to the Aereement. Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of the Firm's professional services to be rendered hereunder shall require the prior written approval of the City Manager. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by the Firm and paid by the City. 9. Independent Contractor. No employment relationship is created by this Agreement. The Firm shall, for all purposes, be an independent contractor to the City. 10. Nondiscrimination. In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation or medical condition. The Firm shall take affirmative action to insure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin, sexual orientation or medical condition. Such actions Shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation, and selection for training. 87296-0001 \978997v3.doc -3- e . e 11. Assignment "ntl Dele211tion. This Agreement contemplates the personal professional services of the Firm. and this Agreement, or any portion thereof, shall not be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm. is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to perform services in a particular practice area. Delegation shall not be made without the prior approval of the City Manager or in the case of the Agency, the Executive Director. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto. 12. Insurance. a. The Firm shall obtain and maintain in full force and effect a professional liability insurance policy that provides coverage in an amount not less than $2,000,000 per occurrence and $7,000,000 aggregate. Such insurance may be subject to a self-insured retention or deductible to be borne entirely by the Firm.. b. The Firm shall obtain and maintain workers' compensation insurance in accordance with Section 3700 of the California Labor Code. c. The Firm agrees to notify City in the event the limits of its insurance should fall below the coverages stated in this paragraph or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained. 13. Indemnification. The Firm. agrees to indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims or losses caused by any negligent or willful act, error or omission of the Firm or any person employed by the Firm in the performance of this Agreement. 14. Entire AlZreeIIlent. This Agreement shall constitute the full and complete agreement and understanding of the parties and shall be deemed to supersede all other written or oral statements of either party relating to the subject matter hereof. (Agreement continues) 87296-000 I \978997v3,doc -4- e e e IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of the dates indicated below. CITY OF SEAL BEACH DATE: June ---' 2007 By JOHN LARSON, MAYOR SEAL BEACH REDEVELOPMENT AGENCY By CHARLES ANTOS, CHAIR ATfEST: CITY CLERK AND AGENCY SECRETARY RICHARDS, WATSON & GERSHON A Professional Corporation By CHAIRMAN OF THE BOARD S7296-0001 \978997v3.doc -5- e e e EXHIBIT A SCOPE OF SERVICES AND APPLICABLE BILLING RATES 1. GENERAL LEGAL SERVICES The general legal services to be provided by the Firm shall include: a. Provide routine legal assistance, advice and consultation to the City Council, Agency and to City and Agency staff, which do not fall within the categories of services listed below in Sections 2, 3, 4 and 5, relating to land use, CEQA, general municipal law issues, routine real estate matters, routine issues arising from franchises, enforcement of the Municipal Code, potential tort liability and risk management; b. Prepare and review legal opinions, ordinances, resolutions, agreements and related documents; c. Review environmental documents; d. Provide legal assistance and advice relating to routine personnel and employment matters, including the drafting of employment agreements; e. Attend all regular meetings of the City Council, Redevelopment Agency Board, Planning Commission, and such other commission meetings as may from time to time be specified by the City; f. Monitor pending state and federal legislation and regulations, and new case law, as appropriate; g. Monitor services provided by special legal counsel; h. Conduct training sessions for City Officials regarding the Brown Act, Political Reform Act and ethics; i. Attend office hours six hours a week; and j. Perform additional general legal services as may be requested by the City Council, Agency Board, City Manager or Executive Director. The general legal services specified in this Section shall be provided pursuant to a retainer in the sum of $20,000 per month. In the event City requires more than 100 hours of general legal services in any three (3) consecutive months, City Manager and City Attorney will confer as to whether certain general services should be treated as Special Services pursuant to Section 3i. S7296-00011978997v3,doc -6- e 2. ADDITIONAL SERVICES The following services shall be considered Additional Services and shall not be included within the category of General Services: a. Litigation matters and insurance coverage disputes; b. Environmental Legal Services (beyond those specified as general legal services), including but not limited to legal services performed in connection with the preparation of environmental impact reports. c. Real Estate Services (beyond the routine real estate matters specified as general legal services) such as the preparation and review of complex leases and purchase and sale agreements and services performed in connection with the sale or acquisition of property by purchase, lease, eminent domain or otherwise; d. Legal Services performed in connection with federal, state and local taxation; e. Franchise Negotiations and drafting of franchise agreements; f. Legal Services performed in connection with sand replenishment; e g. h. Redevelopment Agency Legal Services; and Any other matters specifically approved by the City Council. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services, with a 15% discount. The determination as to whether a particular matter or assignment is to be considered additional services, as opposed to general legal services, will be made jointly by the City Attorney and the City Manager. 3. SPECIAL SERVICES The following services shall be considered Special Services and shall not be included within the category of General Services: a. Labor Relations, Personnel and Employment Advice, (beyond those specified as general legal services), including advice relating to labor relations matters, personnel and employment matters and negotiation of memoranda of understanding; b. Police Legal Services matters; c. Nuisance abatement; d. Preparation of Charter amendments; e e. Preparation of the Zoning code; 87296-000 I \978997v3,doc -7- e e e f. Preparation of Municipal Code amendments; g. Preparation of the City's Local Coastal Plan; h. Legal Services perfonned in connection with any election; and i. If approved by the City Manager, any legal services perfonned in connection with a project that would otherwise be general services but, due its complexity or duration, is a special service. The special services specified above shall be billed at the hourly rate of$300. Commencing July 1, 2010, and every year thereafter, the hourly rate for special services shall automatically increase by the annual percentage increase in the salaries the City pays to its management employees. 4. EXTRAORDINARY SERVICES The following services shall be considered Extraordinary Services and shall not be included within the category of General Services: a. Bond Counsel, Disclosure Counsel, Issuer's Counsel and Similar Services; b. Legal Services perfonned in connection with the proposed development of major property in the City, including but not limited to the property commonly known as the DWP site, including review of environmental documents prepared in connection therewith; c. Legal Services perfonned in connection with special assessments; and d. Legal Services perfonned in connection with hazardous and toxic waste, including but not limited to work related to compliance with state and federal pollution control standards such as the National Pollution Discharge Elimination System (NPDES) pennit program. The additional services specified above shall be billed at the regular hourly rate of the attorney or attorneys providing such services. Bond counsel, disclosure counsel, issuer's counsel and similar services shall be compensated at the Firm's then current standard hourly rates, not to exceed a cap which the City Manager believes would be a standard fee for a similar sized transaction of equal complexity. 5. CITY PROSECUTOR SERVICES The Firm shall perfonn criminal prosecutions of Municipal Code violations at the hourly rate of$165.00. S7296-000 I \978997v3,doc -8- RICHARDS, WATSON & GERSHON 2007 STANDARD BILLING RATES e YEARS OF HOURLY PRACTICE RATE SHAREHOLDERS: MARKMAN 3S+ 5425 DORSEY 30+ 5420 STRAUSZ 30+ 5420 KAUFMANN 30+ 5420 GRAYSON 30+ 5420 ABBOTI 30+ 5420 BROWNE 2S+ 5420 STEPANICICH 2S+ 5420 THORSON 2S+ 5420 BARROW 2S+ 5420 KUNERT 2S+ 5420 LYNCH 2S+ 5420 JIMBO 20+ 5400 CECCON 20+ 5400 CURLEY 20+ 5400 GALLOWAY 20+ 5460 e ENNIS 20+ 5400 ESTRADA 1S+ 5385 HARRIS, R. 1S+ 5385 WIENER 1S+ 5385 DANNER 1S+ 5385 ORR 1S+ 5385 KIM 1S+ 5385 ASAMURA 1S+ 5385 SUME 1S+ 5385 COLESON 10+ 5360 PIERCE 10+ 5360 STEELE 10+ 5360 BOGA 10+ 5360 BOND 10+ 5360 CLARKE 10+ 5360 DIAZ 10+ 5360 YOSHIBA 10+ 5360 HD-URANO 7+ 5335 GUTIERREZ-BAEZA 7+ 5335 e '12412007 RICHARDS, WATSON &; GERSHON 2007 STANDARD BILLING RATES e YEARS OF HOURLY PRACI'lCE RATE SR. ATTORNEYS LAMKEN 35+ 5425 KRAMER 35+ 5425 RUDELL 35+ 5425 DUPONT 25+ 5410 GREYSON 25+ 5410 FOX 25+ 5390 BATIERSBY 20+ 5400 WEAVER 20+ 5400 HAKMAN 15+ 5250 KARPIAK 10+ 5360 PrITMAN 10+ 5360 DUNSMORE 10+ 5360 BOWMAN 10+ 5360 ABBE 7+ 5335 e CHUANG 7+ 5335 ENRIQUEZ 7+ 5335 ASSOCIATES BOBKO 6+ 5275 SNOW 5+ 5275 KHALSA 4+ 5255 GIOVINCO 3+ 5245 LEE 3+ 5245 ORTIZ 3+ 5245 ALDERSON 3+ 5245 LAUZARDO 3+ S245 MARROQUIN 2+ 5230 MABEE 2+ 5230 PETRUSIS 2+ 5230 STINNETI 2+ 5230 FLOWER 2+ S230 COHEN 1+ 5210 TAM 1+ 5210 e CHO 1+ 5210 WARD 1- 5195 POWER 1- 5195 BAILEY 1- 5195 SI24I2007 2 RICHARDS, WATSON & GERSHON :Z007 STANDARD HIT.T ,Tl\{G RATES e YEARS OF HOURLY PRAcnCE RATE LAW r.r .1l'.1UCS $175 !UTMMER CT.F.RK!il FIEDLER $175 GONZALES $175 KLIMA $175 VARAT $175 SR. PARALEGALS: LffiERTY $170 PAlLl T .1I'.GALS: KRANE S14S CHAU $1Z5 e e 512412007 3 e RESOLUTION NUMBER_ A RESOLUTION OF THE CITY COUNCn. OF THE CITY Oil SEAL BEACH APPROVING AN AGREEMENT JIOR LEGAL SERVICES The CiIy Council of the CiIy of Soal Beaoh hereby resolves as fullows: SECTION 1. That certain Agreement between tho City and Richards, Watson & Gershon dated . ror legal services is hereby spprovod. SECTION 2. The Council hereby c1ireets the Mayor to e"ccute the Agreement on behalf of tho CiIy. SECTION 3. Tho CiIy Clerk shall certilY to the PllS58go and sdoption or this resolution. PASSED, APPROVED AND ADOPTED by tho City Council or Seal Bosoh. at a meeting horcofhcld on 1he 25th day or June . 2007 by tho fullowins vote: AYES: NOES: ABSENT: ABSTAIN: COUNCJLMEMBERS COUNClLMEMBERS COUNCILMEMBERS COUNClLMEMBERS e Mayor A'ITEST: CiIy Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, CiIy Clm ror the City of Seal Beach, California, do hereby certilY that tho I'oregoinS resolutio.. is the original copy orRosolution Nwnbor_ on liIe in tho office ortho CiIy Clerk, passed, spprovod and sdop1cd by tho City Counoil orthe City of SoaI Beaoh at a regular meeting horcorheld on tho 25th day of Juno .2007. CityClm e '"