2013-05 RESOLUTION NO. OB 2013-05
A RESOLUTION OF THE OVERSIGHT BOARD OF THE
SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF GRAND
TERRACE APPROVING A RETAINER AGREEMENT FOR
SUCCESSOR AGENCY ATTORNEY SERVICES WITH
JONES & MAYER
WHEREAS, AB x1 26 required the dissolution of all redevelopment
agencies in the State; and
WHEREAS, on January 10, 2012, the City of Grand Terrace adopted
Resolution No. 2012-01 electing to serve as the Successor Agency to the Grand
Terrace Redevelopment Agency pursuant to Health & Safety Code (HSC) Section
34176; and
WHEREAS, the City entered into an Agreement with Jones and Mayer for
Attorney Services for the City of Grand Terrace and the Grand Terrace Community
Redevelopment Agency commencing on October 25, 2011, prior to the dissolution of all
redevelopment agencies; and
WHEREAS, the current agreement for legal services does not specifically
list the Successor Agency because the agreement was enacted prior to the dissolution
of redevelopment agencies; and
WHEREAS, it is desirable for the Successor Agency to enter into its own
agreement with Jones and Mayer for legal services for the purpose of providing legal
counsel relating to the operations of the Successor Agency. This includes, but is not
limited to, helping the Successor Agency wind down the activities of the former Grand
Terrace Community Redevelopment Agency, as defined by Health & Safety Code
section 34177.3(b), as it may be amended and recodified, the California Department of
Finance, and any other relevant law; and
WHEREAS, Jones and Mayer will also provide basic legal administrative
services, as defined by Health & Safety Code section 34171(b), as it may be amended
and recodified, or by any other relevant law; and
WHEREAS, the Successor Agency of the former Grand Terrace
Community Redevelopment Agency, at their meeting of March 26, 2013, approved to
enter into a Retainer Agreement for Successor Agency Attorney Services with Jones
and Mayer.
NOW THEREFORE, BE IT RESOLVED by the Oversight Board, as
follows:
SECTION 1. The Oversight Board finds and determines that the foregoing
recitals are true and correct and accordingly, are incorporated as a material part of this
Resolution.
SECTION 2. The Oversight Board has reviewed Retainer Agreement for
Successor. Agency Attorney Services, attached hereto and incorporated . by this
reference as Exhibit "1," and all other materials submitted by the Successor Agency and
finds that it is in the best interest of the Successor Agency to enter into a Retainer
Agreement for Successor Agency Attorney Services with Jones and Mayer.
SECTION 3. The Oversight Board hereby approves and ratifies the
Retainer Agreement for Successor Agency Attorney Services.
SECTION 4. The Executive Director is hereby authorized to sign the
Retainer Agreement for Successor Agency Attorney Services-and is further authorized
to submit this Resolution and its attachments to the Department of Finance and any,
other relevant agency as permitted and required by law including, but not limited to,
Parts 1.8 and 1.85 of the California Health & Safety Code. The Executive Director is
further authorized to take all necessary and required actions to ensure. that this
Resolution is carried out according to law.
SECTION 5. This Resolution of the Oversight Board shall not be effective
until five business days after its adoption or, in the case where the Department of
Finance has requested a review of this Resolution, upon Department of Finance
_ approval pursuant to Health & Safety Code section 34179.
SECTION 6. The Successor Agency shall maintain on file as a public
record this Resolution.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the.
Oversight Board of Successor Agency to Grand Terrace Redevelopment Agency, held._
on this the 17th day of April, 2013 by the following vote:
AYES: Board Members Miranda, Shields and Ferracone; .Vice-ChA mW Sdeks
and. Chditrman Sttlhckilewi.tz afi&Bogirdk.MembVer Fokbbs
NOES: None
ABSENT: Board Member Morga
ABSTAIN: None
Walt Stanckiewitz, Chairman, Oversight.
Board of Successor Agency to Grand
Terrace Redevelopment Agency
ATTEST:
� j(14
- Oversigh oard Secretary
Exhibit 1
RETAINER AGREEMENT
FOR SUCCESSOR AGENCY ATTORNEY SERVICES
This Retainer Agreement for Successor Agency Attorney Services ("Agreement")
is made and entered, An'to by and, between the LAW OFFICES.OF JONES`& MAYER
("Jones &-Mayer") and the SUCCESSOR AGENCY FOR THE GRAND TERRACE
COMMUNITY REDEVELOPMENT AGENCY (the "Successor Agency").
RECITALS
A. Jones &.Mayer is a firm in the general practice of law with extensive
Municipal
experience,.including in matters relating to Redevelopment Dissolution
and is fully able to carry out the duties described in this Agreement.
B. The Successor Agency.desires to contract with Jones & Mayer to provide
contract legal services to the Successor Agency.
AGREEMENT
NOW, THEREFO1.RE, in consideration of the mutual terms and conditions set
forth in this Agreement; Jones & Mayer and the:Succes'sor Agency agree as follows:
1. APP-OINTMENT OF.CONT;RACT.S000ESSOR AGENCY ATTORNEY
Jones & Mayer is hereby designated and appointed;as Contract,Successor
Agency Attorney ("Successor Agency Attorney") of the Successor Agency and shall
serve and be compensated as provided by this Agreement Richard L Adams II,'the
designated, Successor Agency:Counsel shall be'-responsible during the term.of this
Ag'reem'"n't for`directing all activities of Jones & Mayer.on behalf of:the' Successor..
Agency and devoting"such,time a`s necessary to personally supervise such services.
Kimberly'Hall Barlow of Jones '&-Mayer is°designated and appointed.to serve in Richard
L. Adar-ps'li's absence:
2. TERM,
Unless it is terminated Agreement shall commence on April '-1, 2013 and shall continue
The term of thi
pursuant;to Section 10 of this , greerrient, or amended or until
Successor Agency is disestablislied'pursuant to law.
3. SCOPE OF WORK
A. Jones &. Mayer shall perform all,necessary Basic Legal Services as
Contract Successor Agency Attorney for the purpose of administering the day to:day
operations of,the'Successor Agency. This includes helping the Successor Agency wind
down the activities of the former-Grand Terrace Community.Redevelopment Agency, as
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defined by.Health & Safety Code section 34177.3(b), as it maybe amended or
recodified, the California Department of Finance, and any other relevant law. The
services to be provided shall include, but are not limited to, the following activities:
1. Attend. all regularly scheduled and special Successor Agency Board
meetings and Successor Agency Board study sessions and such,meetings of the
SuccessorAgency Oversight Board as may be deemed necessary by the Successor
Agency Board or Executive Director.
2. Provide legal,services on-site during office hours at-
Successor
Agency's offices as needed. These hours,of on-site service will be at regularly
scheduled times made known'to all members of the Successor Agency Board and to all
department heads, as applicable, so as to facilitate informal, direct access to legal
counsel as necessary.
3. Attend other meetings at Successor Agency's:Offices as required
by the Successor Agency Board'Or the Executive Director.
4. Advise the Successor Agency Board, Successor Agency staff,; and
.other Successor Agency,officials on all legaf matters pertaining to_ Successor Agency
business.
5. Prepare, review;Nand approve as to form,:contracts; agreements,
( � resolutions, and all otherstandard Successor Agency documents.
P
. ,6. Prepare such written and.oral legal.opinions as shall., from time to
time, be requested by the Successor Agency.
7-. Perform.such,other routine,legal services as.are required, from time
to'time, by the-Successor Agency Board or the Executive Director:
8. Represent--the.Successor:Agency.and the Successor Agency's
Officials.-officers, .and,employees in litigation and administrative proceedings.as directed
by,the Successor Agency Board, Executive bisector, or any other relevant authority.
9. At the request of the Successor Agency,.Jones & Mayer m,ay be
,asked to provide an, estimate of-hours,and .cost to complete a project or task assigned
by the E•XeCutiVe Director, or designee, ort1e Successor Agency Boar, .
B. Jones &:`Mayer will-also.provide Basic Legal Administrative Services, as
defined by Health & Safety Code section 34171(b), as it maybe.amended and
recodified , or by any other relevant law.
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4. COMPENSATION
Jones and Mayer shall be compensated under the terms of.this Agreement as
follows:
A. Basic Legal Services and Basic Leval Administrative Services
The Successor Agency shall..pay Jones & Mayer for non litigation Basic Legal
Services.and Basic LegaI. d' strative Services, as,described above, at the rate'of
$1.85.00 per hour. Paralegal services, for non litigation legal`services not included in
the retainer only shall'be`billed at.the rate of$100 per hour.`AII costs and expenses,
except for those as set forth in`Section 3.13 below shall be deemed included in the
foregoing hourly billing rates.
B. Litigation Services
Litigation matters.approved by the Executive Directorand/or Successor Agency
Board shall be billed separately from Basic Legal Services and Basic Legal
Administrative Services, as,_described„in Section 4.A above Litigation legal services
shall be.billed at the same:rate as'for-Basictega.l Services and Basic Legal
Adrriinistrative`Services, descnbetl under Section 4 A above. Paralegal services shall
be`billed:at the same:rate as for Basic Legal _Services and Basic'Ad in
a
r as described in Section 4.A above All.costs and expenses, except for those as set forth
in' 'Section 4.E_below,shall be deemed included in�t e- foregoing hourly billing rates.
C: Billinq:.and Rat"Increases
Jones & Mayer shall provide a monthly billing report indicating actual ime -
sp:htunder the Basic Legal Services, :Basic Legal Administrative Services, litigation
mters,_and additional specialized projects.
D. Counsel,Billable Activities for. General Leval.Services
Jones &.Mayer does not bill mileage to and from C_ ity-Hall, fax, word processing,
small reproduction matters'(under .100`pages), or simpie computer,legal research costs.
Atlditionally, it is agreed that the cost foradminstrative�staff to perform clerical,duties
including but not limited to reviewing_emails, scheduling meetings.or general office fixing
will not ube`billable expenditures.
E. Litigation ,Expenses
Jones & Mayer shall be reimbursed for direct out=of-pocket expenses actually
and necessarily incurred iri the course of.proyiding legal.services under this Agreement,
mcluding.'in preparation for-an. maintaining-the prosecution or deferise of litigation;
including without limitation: court costs,-jury fees, service costs, witness fees, deposition
costs, reporters'=fees, title reports, photographs, diagrams, maps, and siimilarexpenses.
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H. Monthly Statements
Jones-'& Mayer,shall submit statements of all payments due:under this
Agreement on a monthly_basis to the Executive Director. All work performed by,Jones &
Mayer shall_be'billed-in increments of tenths of an hour. The statement shall be'in.a
form approved by the Successor, and shall set,forth a description of all work
performed,,:the hours worked, the identity of each person performing the work, the rate
charged, and any.litigation.costs or expenses eligible f6treiri bursenient.
5. ' PROHIBITION -AGAINST SUBCONTRACTING DELEGATING-.OR
ASSIGNMENT
Jones &.Mayer shall not contract.with or delegate to any individual, or other.entity
to perform on the Successor Agency's behalf,-in whole or in part, any of the services
required under this Agreement without the prior express approval ofthe Successor'
a
Agency. In addltlon; neither this Agreement nor.any Interest herein'may be assigned or
transferred,.voluntarily,or.by operation of law, without the,prior express approval of the
Successor Agency.
6. CONFLICT-'OF INTEREST
Jones &'Mayer shall, at all times avoid conflicts of interest.in.the performance of
this Agreement. In the event that a conflict apses, -Jones & Mayer shall immediately
notify.SuccessorAgepcy Within thirty .(30)'days following execution of this Agreement,
Jones& IVlayer shall file a conflict of interest.disclosure statement setting-:forth any
info.rmation_related to ipotential conflicts of interest to the,extent such disclosure is
required;bylaw, including Successor Agency's adoptetl,conflict of interest code.
7. INDEPENDENT,CONTRACTOR
Jones'& Mayer shall perform'all:services.required,_.under this,Agreement,as an
independent contractor of the.Su:ccessor Agency, and shall remain atall times.as to
Successor Agency a wholly independent contractor wit. only such obligations as are =
consistent_with that role. Jones & Mayer shall not at any fime or in:any mariner
represent that it or any of its employees or agents are Successor Agency employees.
8. INSURANCE AND INDEMNIFICATION
A. Insurance
Jones & Mayer shall.procure'and maintain, at its:cost;:throughout the term of this
Agreement, with insurance.earners:authorized to do'business in,California, the following
types and amounts of insurance;'(A) commercial general liability.($1,000,606), O'business
automobile liabi(ity�($1,000,000); (C) employers' liability ($1,000,000); (D) errors.and
~` omissions professional liability insurance ($1,.000,000), and (E) workers' compensation
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(amount required by-California law). The commercial general liability and business
automobile policies shall be endorsed*as follows: (1)'the City shall be cove red_as an
additional insured with respect to the Services performed by 1.or on behalf,of the City;,and
(2).the,insurance coverage.shall,be primary.insurance over any insurance carried by-the
City.
B: -Indemnification
Jones & Mayer.shall defend, indemnify, and hold harmless the Successor
Agency, and its officers and employees, from and against any and all actions, suits,
.proceedings, claims, .demands,'losses;.costs and expenses, including legal costs and
attorneys' fees,for injury to person (s) or damages to property.(including'peoperty owned
by the Successor Agency),,and for errors and omissions ,committed, by Jones-& Mayer,
its.office.rs, employees, `and agents, arising out of or relating to Jones 8 Mayer's
performance under this Agreement, except where such ihju.ry, damage, erro (s) or
omission;(s) may be caused by.°successor Agency's sole negligence, active negligence,
or willful misconduct or that of the:Successor-Agency's officers or employees.
9. RECORDS AND REPORTS
A: Records Jones & Mayer.shal1 keep such books and records as shall:be
necessary to perforrri the services required by this Agreement and:to enable the-
y
Successor Agency to:evaluate=the performance of the required services. The Successor
Agency'shall have full and free access to such.books anal records that deal specifically
With the services performed.by Jones & Mayer for Successor Agency of all reasonable
limes, includmgahe.,right,to inspect; copy, audit, and make summaries and transcripts
from such`records,
B: Ownership of Documents. All reports, records, documents; and other
materials:.prepared by Jones & Mayer, its employees and agents in,the performance of
thisAgree,ment shall,be the property'of the'.Successor Agency,and:shall tie delivered to
the Successor, gency upon request by the Successor Agency or upon termination of
this Agree"ment .Jones &,Mayor`shall:h`ave no claim for further or additional
compensation as a result.of the.exercise,-by the Successor Agency of its full rights of
ownership of the documents and:material hereunder Jones & Mayer may retain copies
of-suchomento its:own .use.r
10. TERMINATION
A. . Termination Bv:Successor Aqencv
Jones '& Mayer shall at all times serve under the terms-,of this`Agreement at the
pleasure of the Successor`Agency Board, and the Successor Agency Board he .
reserves the"right to terminate this Agreement at will, with or without cause, by.providing
written notice to . oneS & Mayer. Upon receipt Of any nOtlCe Of termination, Jones &
( Mayer shall cease all.,services-under this.Agreement except as may be specifically
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approved by the Successor Agency. At that time, all further.obligations of the
Successor Agency to 1pay Jones& Mayer for services rendered under this Agreement
shall thereupon cease, except as- -forth in'Section 10.0 below, provided, however,
that the Successor Agency:shall be obliged to:pay for all;services, costs; and
expenditures7lawfully, ncurred by Jones &-Mayer,priorto:the effective date of such
termination.
B.- Termination.Bv.Jones & Maver
Jones & Mayer reserves.the right to terminate this Agreement by giving ninety
.(90) days' advance written notice to Successor Agency.
C. Mutual Obligations Upon Termination Bv'Either Partv
In the event off 6irtnihation, Jones &-Mayor shall cooperate:with,the Successor
Agency in:transferring the files and assignments to the Successor Agency Secretary or
other person'designated by-Successor Agericy.pendmg the hiring of.another Successor
Agency'Attorney. Jones & Mayer shall be compensated at.the hou'rly.rates set forth in
Section 4:A of this Agreement should Jones & Mayer be_called upon to perform any
services-'a
efiho effective date of termination, incl Lid ing°the transfer of files and
assignments.
11. NOTICES
Notices,shall,be personally delivered, or sent by U.S.,Mail or overnight delivery,
to,the parti, t the following addresses:
Successor Agency for the Grand Terrace Community Redevelopment Agency
Grand Terrace'"City Hall'
Attention: Betsy Adams,-City Manager
22795'Barton--Road
Grand Terrace, CA 90270- r
Jones.& Mayer-
Attention; Rrcliard
377 7 North Heirbor,Boulevar,"d
Fullerton, CA 92835
12. AMENDMENT OFAG,REEMENT
This Agreement contains all of the agreer Tents of:Jon'es & Mayer and the .
Successor Agency. This Ag reement may be amended at any time,by`mutual consent of.
'the parties byan instrument in writing.
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IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed .this Agreement:iri duplicate the day of h 2013.
Ap ri i
Successor:Agency-for,the Grand Terrace
Community Redevelopment Agency
By: Ada:
Betsy"Xclams, Executive Director
ATTEST:
SuccessobAgency Secr a
JONES & MAYER.
By:
Rich -- rd D. iies, Owner
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