2012/07/24 City Council Resolution 2012-87RESOLUTION NO. 2012-87
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING LEGAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF ROHNERT PARK, IN ITS CAPACITY AS
SUCCESSOR AGENCY FOR THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF ROHNERT PARK ( "SUCCESSOR AGENCY ")
AND BETSY STRAUSS ( "ATTORNEY ")
WHEREAS, The City of Rohnert Park serves as the Successor Agency to the former
Rohnert Park Community Development Commission (CDC), which was dissolved in February
2012, pursuant to State legislation ABxl 26, the "Dissolution Act;"
WHEREAS, the Dissolution Act required the formation of an Oversight Board
( "Board ") to oversee the Successor Agency's winding down of the affairs of the former CDC;
WHEREAS, Health and Safety Code Section 34179(c) provides for the Successor
Agency to staff the Board;
WHEREAS, the Board determined that because of the potential for conflicts between
the interests of the City and the interests of the Board, the Board would seek outside legal
counsel, instead of the Successor Agency directly providing legal counsel to the Board;
WHEREAS, the Board does not have contracting authority, but may direct the City
Manager of the Successor Agency City of Rohnert Park to contract legal services for the Board;
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that
the City's purchasing functions shall be governed by the City's purchasing policy;
WHEREAS, at its regular meeting on June 22, 2012, the Board reviewed a draft legal
services agreement by and between the City of Rohnert Park acting in its capacity as Successor
Agency for the Community Development Commission of the City of Rohnert Park and Betsy
Strauss, and directed staff to pursue formal approval of the agreement by the Successor Agency
City of Rohnert Park.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Rohnert
Park acting in its capacity as Successor Agency, authorizes and approves a Legal Services
Agreement by and between the City of Rohnert Park, in its capacity as Successor Agency for the
Community Development Commission of the City of Rohnert Park and Betsy Strauss
( "Agreement "), for a not -to- exceed cost of $25,000.00.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute this agreement in substantially similar form as shown on attached Agreement,
as approved by the City Attorney, on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this date of July 24, 2012.
ATTEST:
i
City Clerk
CITY OF ROHNERT PARK
Mayor
AHANOTU: ME BELFORTE:NJE CALLINAN: STAFFORD: P& MACKENZIE:ME
AYES: ( q ) NOES: ( 0 ) ABSENT: ( ) ABSTAIN: ( 0 )
LEGAL SERVICES AGREEMENT
This Agreement dated as of July , 24 , 2012, is made by and between
the City of Rohnert Park, in its capacity as Successor Agency for the Community
Development Commission of the City of Rohnert Park ("Successor Agency ") and Betsy
Strauss ( "Attorney "). This Agreement is required by Business and Professions Code
Section 6148 and is intended to fulfill its requirements.
RECITALS
WHEREAS, Attorney specializes in public agency law and has significant
experience and recognized expertise in that area, and;
WHEREAS, Successor Agency has determined that Attorney's assistance is
needed in connection with providing legal services and advice on an as- needed basis to
the Successor Agency's Oversight Board;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
AGREEMENT
1. Services. Attorney will provide advisory and representation services to
Successor Agency's Oversight Board upon request.
2. Compensation. Compensation to Attorney for services shall be at the rate of
$225 per hour. Total compensation to Attorney under this Agreement shall not exceed
Twenty Five Thousand Dollars ($25,000).
3. Term. The term of this Agreement shall commence upon the Effective Date
and shall terminate on June 30, 2013.
4. Standard of Care. Successor Agency has relied on the professional ability,
professional experience, and training of Attorney as a material inducement to enter into
this Agreement. Attorney warrants that all work will be performed in accordance with
generally accepted and applicable professional practices and standards as well as the
requirements of applicable federal, state and local laws, it being understood that
acceptance by Agency of work performed by Attorney shall not operate as or be
interpreted to be a waiver or release.
5. Non - Reimbursable Services. Attorney shall not be reimbursed for any of the
following expenses:
a. Travel expenses, except to the extent approved in accordance with
Section 6 below.
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b. Messenger or express mail charges.
Normal overhead functions such as word processing or typing time,
scheduling of depositions, ordering records, calendaring functions,
filing, indexing, proofreading or copying time, or any other procedures
that are of a secretarial nature.
d. Meals, overtime, office supplies, or attorney time for preparation of
bills or audit responses.
e. Expenses for experts or consultants that have been retained without the
prior written approval of the Oversight Board.
f. Photocopying charges.
g. Office supplies, local telephone charges, per -page fax charges,
conference call line charges, routine mail, etc.
h. Intra - office conferencing time of more than one attorney for routine
matters, unless such conference involves expert opinion.
i. Replacement attorney learning time or other ramp -up learning costs.
j. Travel time.
k. Charges /fees for use of computer research programs (e.g. Lexis Nexis,
WestLaw, etc.).
6. Direction and Extraordinary Expenses. All direction and control of
Attorney's work will be by the Oversight Board. Attorney shall seek pre - approval from
the Oversight Board for all extraordinary expenses before the same is incurred by
Attorney. By way of example, extraordinary expenses shall include expenses for
preparing complex motions, undertaking significant legal research or substantial drafting,
retaining experts and consultants, and out -of -town travel.
7. Termination. This Agreement may be terminated by Successor Agency at any
time, subject to equitable proportional payments due to Attorney. All files, written
material, and documents will be transferred to the Successor Agency upon such
termination. Attorney will be available to consult with Successor Agency or, should one
be retained, with the Successor's Agency's new attorney with respect to facts and
circumstances of any matters previously worked on by Attorney for a reasonable period
of time following such termination.
8. Withdrawal. Attorney may withdraw as permitted under the Rules of
Professional Conduct of the State Bar of California.
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9. Status of Attorney. The parties intend that Attorney, in performing the
services under this Agreement, shall be an independent contractor and shall control the
work and the manner in which it is performed. Attorney shall acquire no rights or status
in the service of Successor Agency. Attorney is not to be considered an agent or
employee of Successor Agency and is not entitled to participate in any pension plan,
insurance, bonus, or similar benefits Successor Agency provides its employees. In the
event Successor Agency exercises its right to terminate this Agreement pursuant to the
terms herein, Attorney expressly agrees that she shall have no recourse or right of appeal
under rules, regulations, ordinances, or laws applicable to employees.
10. Modification. If, during the term of this Agreement, it becomes necessary to
amend or add to its terms, conditions, scope or requirements, such amendment or addition
shall only be made after mutual agreement of Attorney and Successor Agency and by
way of execution of a written modification to this Agreement.
11. Insurance. With respect to performance of work under this Agreement,
Attorney shall maintain Commercial General Liability Insurance on a standard
occurrence form, no less broad than ISO form CBG 00 01 with minimum limits of
$1,000,000 per Occurrence; $2,000,000 General Aggregate and Automobile Liability
Insurance with minimum limit of $300,000 Combined Single Limit Per Accident; or
Bodily Injury; $100,000 per person /$300,000 per accident and Property Damage:
$50,000 per accident.
12. Indemnity. Attorney agrees to accept responsibility for loss or damage to any
person or entity, and to defend, indemnify, hold harmless, and release Successor Agency,
its officers, agents, and employees, from and against any and all actions, claims,
damages, liabilities, or expenses that may be asserted by any person or entity, including
Attorney, arising out of or in connection with the negligent performance or willful
misconduct of Attorney hereunder, whether or not there is concurrent negligence on the
part of Successor Agency, but excluding liability due to the sole or active negligence or
due to the willful misconduct of Successor Agency. This indemnification obligation is
not limited in any way by any limitation on the amount or type of damages or
compensation payable to or for Attorney or its agents under workers' compensation acts,
disability benefits acts, or other employee benefit acts. In addition, Attorney shall be
liable to Successor Agency for any loss or damage to Successor Agency property arising
from or in connection with Attorney's negligent performance or willful misconduct
hereunder.
13. Rules of Professional Conduct. Nothing contained herein shall be construed
to relieve Attorney of her obligations under the Rules of Professional Conduct.
14. Merger. This Agreement contains the entire agreement of the parties. No
other agreement, statement or promise made on or before the effective date of this
agreement will be binding on the parties.
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l 5. Taxes. Attorney agrees to file federal and state tax returns and pay all
applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable
and responsible to pay such taxes and other obligations, including, but not limited to,
state and federal income and FICA taxes. Attorney agrees to indemnify and hold
Successor Agency harmless from any liability which it may incur to the United States or
to the State of California as a consequence of Attorney's failure to pay, when due, all
such taxes and obligations. If Successor Agency is audited for compliance regarding any
withholding or other applicable taxes, Attorney agrees to furnish the Successor Agency
with proof of payment of taxes on these earnings.
16. Conflict of Interest. Attorney covenants that she presently has no interest and
shall not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of the services hereunder. Where the Successor Agency
deems that there is an actual or potential conflict of interest in Attorney representing
another party in a matter, the Successor Agency must waive any such actual or potential
conflict before Attorney may represent such other party.
17. Nondiscrimination. Attorney shall comply with all applicable federal, state,
and local laws, rules and regulations in regard to nondiscrimination in employment
because of race, color, ancestry, national origin, religion, sex, marital status, age, medical
condition, pregnancy, disability, sexual orientation, or other prohibited basis, including
without limitation the Successor Agency's Non - Discrimination Policy. All
nondiscrimination rules or regulations required by law to be included in this Agreement
are incorporated by this reference.
18. Assignment and Delegation. Neither party hereto shall assign, delegate,
sublet, or transfer any interest in or duty under this Agreement without the prior written
consent of the other, and no such transfer shall be of any force or effect whatsoever
unless and until the other party shall have so consented.
19. Method and Place of Giving Notice, Submitting Bills and Making Payments.
All notices, bills, and payments shall be made in writing and may be given by personal
delivery or by mail. Notices, bills, and payments sent by mail shall be addressed as
follows:
Successor Agency: City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94928
Attention: City Manager
Attorney: Betsy Strauss
1595 King Avenue
Napa, California 94559
And when so addressed, shall be deemed given upon deposit in the United States mail,
postage prepaid. In all other instances, notices, bills, and payments shall be deemed
given at the time of actual delivery. Changes may be made in the names and addresses of
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the person to whom notices, bills, and payments are to be given by giving notice pursuant
to this paragraph.
20. No Waiver of Breach. The waiver by the Successor Agency of any breach of
any tenn or promise contained in this Agreement shall not be deemed to be a waiver of
such term or promise or any subsequent breach of the same or any other term or promise
contained in this Agreement.
21. Applicable Law and Forum. This Agreement shall be construed and
interpreted according to California Law, and any action or proceeding to enforce this
Contract or for the breach thereof shall be brought or tried in the County of Sonoma.
22. Counterparts. This Agreement may be executed in several counterparts and
all counterparts so executed shall constitute one agreement that shall be binding on all of
the parties, notwithstanding that all of the parties are not signatory to the original or same
counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
CITY OF ROHNERT PARK, as Successor ATTORNEY
Agency to the former Community
Development Commission of the City of
Rohnert Park
B Y - By:
City Manager Betsy Strau s
Date: � � Date: -7
APPR V D AS TO FORM: Date:
I/ 'LAU 0
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By:--;,
City Attorney
ATTEST:
By: C nL--'1--y0 V�.� -�
Ty Clerk
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