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REDEVELOPMENT AGENCY AGENDA ITEM NO. 3

Meeting Date: June 22, 2004

Subject/Title: Authorize the Executive Director to execute a Professional Services Agreement for Legal Services with McDonough Holland & Allen in an amount not to exceed $50,000 for the 2004-2005 fiscal year.

Prepared by: Gina Rozenski, Redevelopment Manager

Submitted by: Howard Sword, Economic Development Director

RECOMMENDATION
Authorize the Executive Director to execute a Professional Services Agreement for Legal Services with McDonough Holland & Allen in an amount not to exceed $50,000 for the 2004-2005 fiscal year.

PREVIOUS ACTION
On May 8, 2001, the Redevelopment Agency approved a professional services agreement for legal services with McDonough Holland & Allen in the amount of $65,000.

On January 14, 2003, the Agency approved the first amendment to the professional services agreement of May 8, 2001 to increase the contract amount by $65,000.

On June 10, 2003, the Redevelopment Agency authorized the Executive Director to terminate the existing Professional Services Agreement and execute a new Professional Services Agreement for Legal Consulting Services in an amount not to exceed $70,000 for the 2003-2004 fiscal year.

BACKGROUND
McDonough Holland & Allen has been the Brentwood Redevelopment Agency’s legal counsel for almost a decade, and is highly specialized in practicing redevelopment law. MHA is knowledgeable and experienced with our Agency’s policies, procedures and needs, and most importantly, has been greatly involved in all of the Agency’s recent programs and projects. Considering the specialized legal services delivered by MHA, as well as the level of responsiveness, staff believes the Agency has received a very good value over the past several years.

The Agency will utilize comprehensive and intensive legal services related to the merged Project Areas and Redevelopment Housing as we embark on developing and implementing long-term strategies and policies in these areas. Also, as the Agency furthers its investigation of a parking/retail structure in the Downtown Project Area and considers developer selection and agreement negotiations for the Oak/Walnut project, additional legal services will be required.

Staff recommends the services of MHA be renewed for an amount not to exceed $50,000 for the 2004-2005 fiscal year. This amount will allow the Agency to continue to use MHA’s legal services without disruption over the next year.

FISCAL IMPACT
Funding for these legal services is budgeted in the 2004/2005 fiscal year and will be shared between the Downtown Administration Fund 301 and Housing Fund 302.

Attachments
Professional Services Agreement

AGREEMENT FOR LEGAL SERVICES

THIS AGREEMENT is entered into this 22nd day of June, 2004, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, herein called “Agency,” and McDONOUGH HOLLAND & ALLEN PC, a California professional corporation, engaged in the practice of law in Sacramento, the East Bay and Yuba City within the State of California, herein called “Special Counsel.”
RECITALS
A. The Agency is involved in undertaking redevelopment activities pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.).
B. The Agency desires to engage Special Counsel to provide special legal services to the Agency as required in connection with its redevelopment activities.
AGREEMENT
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Special Counsel shall perform legal services as may be required from time to time by the Agency and its officers in connection with its redevelopment activities, including, but not limited to: advice, consultation, legal research and opinions regarding redevelopment activities and any actions and documents relating thereto. T. Brent Hawkins, a principal member of the firm of Special Counsel, shall be responsible for the performance of services hereunder and shall supervise any services performed by other members of Special Counsel’s firm. Litigation services are not included under

this Agreement, and in the event the Agency desires to retain Special Counsel for litigation, a separate agreement shall be entered into.
It is understood that the Agency has General Counsel (the City Attorney) to render day to day and ongoing legal services and that Special Counsel shall coordinate its services hereunder with the Agency’s General Counsel to the extent required.
2. Time of Performance. The services of Special Counsel are to commence July 1, 2004 through June 30, 2005, and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of this Agreement.
3. Compensation, Reimbursement and Methods of Payment.
a. Compensation.
(1) Fee Basis. Fees shall be charged on an hourly basis for all legal services rendered.
(2) Amount of Fees. The hourly rate for services performed shall be the general client rates established by Special Counsel from time to time for its services. At the present time, these rates are $200 - $295 per hour for principal attorneys, $135 - $170 per hour for associate attorneys and $110 - $125 per hour for legal assistants. The current rate for T. Brent Hawkins is $235 per hour. Special Counsel shall notify the executive officer of the Agency of any change in rates. The total amount of fees for the period July 1, 2004 through June 30, 2005, shall not exceed $50,000 unless approved in writing by Agency.
b. Reimbursement of Expenses. In addition to the compensation provided above, the Agency will reimburse Special Counsel for the following expenses:
(1) Necessary travel and subsistence expenses, in connection with the performance of Special Counsel’s services pursuant to this Agreement;

(2) Such printing and copying expenses, long distance telephone calls, telegrams and similar costs relating to legal services and generally chargeable to a client; provided, however, such expenses shall not include normal office operating expenses. In lieu of itemizing such chargeable expenses, Special Counsel’s firm will add an administrative charge of 4 percent to monthly billings; and
(3) Extraordinary expenses, such as express mail, courier services, etc.
c. Methods of Payment.
(1) Monthly Statements. As a condition precedent to any payment to Special Counsel under this Agreement, Special Counsel shall submit monthly to the Agency a statement of account which clearly sets forth by dates the designated items of work for which the billing is submitted.
(2) Timing of Payment. The Agency shall review Special Counsel’s monthly statements and pay Special Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, within thirty days after the date of the monthly statement. Special Counsel will add a late charge of 5 percent of the fees and costs incurred during the period covered by the monthly statement if payment is not received within the time provided herein.
4. Employment of Other Counsel, Specialists or Experts. Special Counsel will not employ or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without prior written approval of the executive officer of the Agency.
5. Termination of Agreement and Legal Services. This Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party, with or without cause. In such event, all finished and unfinished documents, project data and reports shall become the property of the Agency and shall be delivered to the executive officer of the Agency. In the event of such termination, Special Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event

compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. All reports and documents prepared by Special Counsel in connection with the performance of this agreement are confidential until released by Agency to the public. Special Counsel shall not make any such documents or information available to any individual or organization not employed by Special Counsel or Agency without the written consent of Special Counsel before any such release.
6. Interest of Members of Agency. No member of the governing body of the Agency, and no other officer, employee or agent of the Agency who exercises any functions or responsibilities in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
7. Interest of Agency Officials. No member of the governing body of the Agency, and no other public official of the Agency who exercises any functions or responsibilities in the review or approval of the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
8. Interest of Counsel. Special Counsel (including principals, associates and professional employees) covenants that it does not now have any interest and shall not acquire any interest, direct or indirect, in the area covered by any project of the Agency to which this Agreement pertains or any parcels therein or any other interest which would conflict in any manner or degree with the performance of its services hereunder. Special Counsel further covenants that in the performance of its duties hereunder, no person having any such interest shall be employed.

9. Insurance. The Special Counsel shall provide and maintain:

a. Commercial General Liability Insurance, occurrence form,
with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit.

b. Automobile Liability Insurance, occurrence form, with a limit of not less than $500,000.00 each occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles.

c. General Provisions for all insurance. All insurance shall:
(1) Include the Agency, its elected and appointed officers, employees, and volunteers as additional insureds with respect to this Agreement and the performance of services in this Agreement. The coverage shall contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and errors and omissions insurance.

(2) Be primary with respect to any insurance or self-insurance programs of Agency, its officers, employees, and volunteers.

(3) Be evidenced, prior to commencement of services, by properly executed policy endorsements in addition to a certificate of insurance.
(4) No changes in insurance may be made without the written approval of the City Attorney's Office.

9. Ownership of Documents All documents prepared by Special Counsel in the performance of this agreement, although instruments of professional service, are and shall be the property of AGENCY, whether the project for which they are made is executed or not. Use of the instruments of professional service by Agency for other than the project, is at AGENCY’S sole risk without legal liability or exposure to Special Counsel.

IN WITNESS WHEREOF, the Agency and Special Counsel have executed this Agreement as of the date first above written.
REDEVELOPMENT AGENCY OF THE CITY BRENTWOOD

By:
Executive Officer

By:
Secretary
“AGENCY”

McDONOUGH HOLLAND & ALLEN PC
A Professional Corporation

By:
Jeffry R. Jones,
President and Managing Shareholder
“SPECIAL COUNSEL”

City Administration
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