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
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.
On May 8, 2001, the Redevelopment Agency approved a professional services
agreement for legal services with McDonough Holland & Allen in the amount of
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.
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.
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
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.”
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
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
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.
(1) Fee Basis. Fees shall be charged on an hourly basis for all legal
(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
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
McDONOUGH HOLLAND & ALLEN PC
A Professional Corporation
Jeffry R. Jones,
President and Managing Shareholder