CITY COUNCIL AGENDA ITEM
Meeting Date: July 13, 2004
Subject/Title: Authorize the City Manager to execute a Professional Services
Agreement for Legal Services with McDonough Holland & Allen in an amount not
to exceed $40,000 for the 2004/2005 fiscal year.
Prepared by: Ellen Bonneville, Housing Manager
Submitted by: Howard Sword, Economic Development Director
Authorize the City Manager to execute a Professional Services Agreement for
Legal Services with McDonough Holland & Allen in an amount not to exceed
$40,000 for the 2004/2005 fiscal year.
On May 25, 2004 the City Council directed staff to move forward with an
Implementation Resolution for the City’s Affordable Housing Ordinance 756
and to make recommendations on proposed amendments to Ordinance 756 – the
Affordable Housing Program.
In the past, McDonough Holland & Allen has assisted the City in creating
certain legal documents to be used for its affordable housing program.
McDonough Holland & Allen has been the Brentwood Redevelopment Agency’s
legal counsel for almost a decade, and is highly specialized in practicing
redevelopment and affordable housing law. MHA is knowledgeable and
experienced with our City’s policies, procedures and needs, and most
importantly, has been greatly involved in the City’s Affordable Housing
Program. Considering the specialized legal services delivered by MHA, as
well as the level of responsiveness, staff believes the City has received a
very good value over the past several years.
The City will utilize comprehensive and intensive legal services related to
the Affordable Housing Program and Redevelopment Housing as we continue with
the implementation and amendment of Ordinance 756.
Staff recommends the services of MHA be continued in an amount not to exceed
$40,000 for the 2004/2005 fiscal year. This amount will allow the City to
continue to use MHA’s legal services to assist staff with reviewing
amendments to the Affordable Housing Program.
Funding for these legal services is budgeted in the 2004/2005 fiscal year in
Professional Services Agreement
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is entered into this 13th day of July, 2004, by and between
the CITY OF BRENTWOOD, municipal corporation existing under the laws of the
State of California, herein called “City,” 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 City is involved in undertaking affordable housing activities
pursuant to the City of Brentwood Affordable Housing Ordinance No. 756
adopted on September 9, 2003.
B. The City desires to engage Special Counsel to provide special legal
services to the City as required in connection with its affordable housing
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 City and its officers in connection with
its affordable housing activities, including, but not limited to: advice,
consultation, legal research and opinions regarding housing 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 City desires to retain
Special Counsel for litigation, a separate agreement shall be entered into.
It is understood that the City 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 City’s General Counsel to the
2. Time of Performance. The services of Special Counsel are to commence July
13, 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 $125 -
$155 per hour for legal assistants. The current rate for T. Brent Hawkins is
$235 per hour; David P. Cohen’s rate is $205 per hour. Special Counsel shall
notify the executive officer of the City of any change in rates. The total
amount of fees for the period July 13, 2004 through June 30, 2005, shall not
exceed $40,000 unless approved in writing by City.
b. Reimbursement of Expenses. In addition to the compensation provided
above, the City 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
City 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 City 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 five percent (5%) 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 City.
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 City and shall be delivered to the executive officer of the City. 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 City 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 City without
the written consent of Special Counsel before any such release.
6. Interest of Members of City. No member of the governing body of the City,
and no other officer, employee or agent of the City 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
7. Interest of City Officials. No member of the governing body of the City,
and no other public official of the City 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 Special 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 City 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 City, 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
City, 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.
10. 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 CITY, whether the project for which they
are made is executed or not. Use of the instruments of professional service
by City for other than the project, is at CITY’S sole risk without legal
liability or exposure to Special Counsel.
IN WITNESS WHEREOF, the City and Special Counsel have executed this
Agreement as of the date first above written.
McDONOUGH HOLLAND & ALLEN PC
A Professional Corporation
President and Managing Shareholder
APPROVED AS TO FORM: