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HomeMy WebLinkAboutCDC/2000-38 1 RESOLUTION NO: _CDC/2000-38 2 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING (1) THE ASSIGNMENT OF THE SABO & GREEN LEGAL CONTRACT TO LEWIS D'AMATO, BRISBOIS & BISGAARD, LLP., (2) THE FIVE (5) YEAR LEGAL CONTRACT WITH LEWIS, D'AMATO, BRISBOIS & BISGAARD, LLP, AS AGENCY SPECIAL COUNSEL FOR HOME, ESG, CDBG, ECONOMIC DEVELOPMENT AND REDEVELOPMENT RELATED LEGAL MATTERS AND (3) AUTHORIZING THE CHAIRPERSON OF THE COMMISSION TO EXECUTE SUCH CONTRACT ON BEHALF OF THE AGENCY. 4 5 6 7 8 9 10 WHEREAS, on or about August 1999, Staff solicited proposals from three law 11 firms in order to provide special legal services to the Agency for CDBG, HOME, ESG, 12 Economic Development and Redevelopment related matters; and 13 WHEREAS, on or about August 10, 2000, the Redevelopment Committee 14 approved the Agency entering into a five (5) year contract with Sabo & Green and 15 forwarded that recommendation to the Community Development Commission on 16 October 16, 2000; and 17 WHEREAS, on October 13, 2000, per written notification to the Agency from 18 19 Sabo & Green requesting that the Agency assign the Sabo & Green legal contract to the 20 law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P., the matter was referred to the 21 Redevelopment Committee on October 19,2000, for re-consideration and the Committee 22 authorized and recommended to the Community Development Commission approval of 23 the assignment and entering into a contract with Lewis, D' Amato, Brisbois & Bisgaard, 24 L.L.P.; and 25 WHEREAS, Timothy 1. Sabo, has assured the Agency that services will not be 26 disrupted and that the law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P., will 27 28 continue to provide the same level of service, at the same hourly rates quoted by Sabo & Green in their letter dated August 20, 1999, and that Timothy 1. Sabo and other members 1 Lewis D' Amto 10/25/00 CDCI 2000-38 1 of the Sabo & Green staff, will continue to be the principle designated lawyers to provide 2 former special legal service to the Agency. 3 4 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSIO ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SA BERNARDINO DOES HEREBY RESOLVE, DETERMINE, AND ORDER A FOLLOWS: 5 6 7 8 SECTION I. The Chairperson of the Community Development Commission ("Commission") is hereby authorized and directed to execute on behalf of said Agency the Five (5) Year (subject to a 30 day termination provision), Agreement between the Agency and Lewis, D' Amato, Brisbois & Bisgaard, LLP, as Agency Special Counsel, for HOME, ESG, CDBG, Economic Development and Redevelopment related legal matters, a copy of which is on file with the City Clerk and incorporated herein by reference as though fully set forth at length. SECTION 2. The Chairperson of the Commission is hereby authorized to make minor corrections, additions, and clarifications to the Agreement, provided said changes are not substantive in nature, and do not increase the hourly rates as provided in the Agreement to the Agency. SECTION 3. The authorization to execute the above referenced Agreement is rescinded if the parties fail to execute said Agreement within sixty (60) days of the passage of this Resolution. 9 10 11 12 13 14 15 16 17 18 19 20 21 IIII IIII IIII IIII IIII IIII IIII IIII 22 23 24 25 26 27 28 2 Lewis 0' Amto 10/25/00 CDC/2000-38 1 6 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING (1) THE ASSIGNMENT OF THE SABO & GREEN LEGAL CONTRACT TO LEWIS D' AMATO, BRISBOIS & BISGAARD, LLP., (2) THE FIVE (5) YEAR LEGAL CONTRACT WITH LEWIS, D'AMATO, BRISBOIS & BISGAARD, LLP, AS AGENCY SPECIAL COUNSEL FOR HOME, ESG, CDBG, ECONOMIC DEVELOPMENT AND REDEVELOPMENT RELATED LEGAL MATTERS AND (3) AUTHORIZING THE CHAIRPERSON OF THE COMMISSION TO EXECUTE SUCH CONTRACT ON BEHALF OF THE AGENCY. 2 3 4 5 7 8 I HEREBY CERTIFY that the foregoing resolution was duly adopted by Community 9 Development Commission of the City of San Bernardino at a Joint Regular meeting 10 thereof, held on 6th day of November , 2000 by the following vote, to wit: 11 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT 12 ESTRADA x 13 LIEN X 14 MCGINNIS X 15 X SCHNETZ 16 SUAREZ X 17 ANDERSON X 18 MC CAMMACK X 19 Q.~ JJ, CLuJ__ CitY'clerk The foregoing resolution is hereby approved this 'i).:tLday of November ,2000. 20 21 22 23 24 26 Approved a to form and Legal Content: James F. man, City Attorney J Cii Valles, Chairperson o munity Development Commission Of, the City of San Bernardino 25 27 By: 3 28 Lewis D' Amto 10/25/00 CDC/2000-38 AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES THIS AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES (the "Agreement") is dated as of November 6, 2000, by and between the Community Development Commission of the City of San Bernardino (the "Commission") as the governing board of the Economic Development Agency of the City of San Bernardino (the "Economic Development Agency') and the Redevelopment Agency of the City of San Bernardino (the "Redevelopment Agency") and the law finn of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P. ("Special Legal Counsel") and is entered into in light of the facts as set forth in the following Recitals: -- RECITALS -- A. In accordance with the provisions of San Bernardino Municipal Code Section 2.20.040 and the concurrence of the City Attorney of the City of San Bernardino (the "City Attorney"), the Commission, as the governing board of the Economic Development Agency and the Redevelopment Agency, desires to retain the services of Special Legal Counsel in connection with the implementation of Community Redevelopment programs ("Community Redevelopment Programs") administered by the Economic Development Agency and/or the Redevelopment Agency, as applicable, and certain Community Development Block Grant programs ("CDBG Programs") administered by the Economic Development Agency and/or the Redevelopment Agency, as applicable (the Community Redevelopment Programs and the CDBG Programs being hereinafter collectively referred to as the "Programs"). B. The Programs referred to in Recital Paragraph A are listed as follows: (i) Economic development activities of the Commission undertaken pursuant to Community Redevelopment Law of the State of California (Health and Safety Code Section 33000, et seq.) ("Community Redevelopment Law"); (ii) Affordable housing programs of the Commission utilizing monies in the Low and Moderate Income Housing Fund of the Redevelopment Agency established pursuant to Section 33334.3 of the Community Redevelopment Law (the "Low and Moderate Income Housing Fund"); (iii) Community Development Block Grant activities of the Commission funded under the program described at 24 Code of Federal Regulations Part 570 et seq.; (iv) HOME Program affordable housing activities of the Commission under the program described at 24 CFR Part 92 et seq.; (v) Emergency Shelter Grant activities of the Commission under the program described at 24 CFR Part 576 et seq.; (vi) Other affordable housing or economic development activIties of the Commission undertaken pursuant to special Community Development Block 1 CDC/2000-38 Grant program authority, including HUD Section 108 loan guarantee financings and the Acquisition, Rehabilitation and Resale Program (the "ARR Program"). The separate areas of special legal counsel services identified in the preceding subparagraphs (i) through (vi), inclusive, are collectively referred to herein as "Special Legal Counsel Services." C. Special Legal Counsel Services shall be performed promptly upon request from the Economic Development Agency staff and Redevelopment Agency staff, as applicable, and upon receipt of direction of the City Attorney. Special Legal Counsel Services shall include the preparation and review of complex staff reports and memoranda, agreements, contracts and grant agreements with respect to economic development activities undertaken pursuant to the Community Redevelopment Law and complex staff reports and memoranda, agreements, contracts and grant agreements which use or apply CDBG Program funds; the preparation and review of affordable housing mortgage loan documents which use or apply monies in the Low and Moderate Income Housing Fund and affordable housing mortgage loan documents which use or apply CDBG Program funds; the participation with Economic Development Agency staff and Redevelopment Agency staff in the negotiation and documentation of Program agreements, consultations with the City Attorney and participation in the legal representation of the Commission as Special Legal Counsel in association with the City Attorney in Program-related matters, as directed and as consented to by the City Attorney. NOW THEREFORE, THE COMMISSION AND SPECIAL LEGAL COUNSEL AGREE AS FOLLOWS: Section 1. Special Legal Counsel hereby represents and warrants to the Commission that the lawyers associated with the law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P., possess special expertise and experience in the practice oflaw involving matters related to the Programs and the Special Legal Counsel Services. Section 2. Subject to the terms and conditions of this Agreement, the Commission hereby retains the professional legal services of Special Legal Counsel to associate with the City Attorney and represent the Commission, the Economic Development Agency and the Redevelopment Agency, as applicable, in connection with the Program matters included within the scope of the Special Legal Counsel Services. Special Legal Counsel shall receive compensation for such services as performed in accordance with the provisions of Section 3. Section 3. (a) Special Legal Counsel shall provide Special Legal Counsel Services to the Commission, the Economic Development Agency and the Redevelopment Agency, as applicable, at an hourly fee for services schedule for lawyers and legal professionals with the firm as follows: Senior attorneys Senior associates Associates $140.00 per hour $130.00 per hour $120.00 per hour 2 CDCj2000-38 Paralegals $ 95.00 per hour (b) In addition to the hourly professional legal services fee schedule set forth in Section 3(a), Special Legal Counsel shall also be reimbursed for direct costs and expenses incurred in the performance of such Special Legal Counsel Services including the cost of reproducing documents, computerized legal research, long distance telephone charges, telecopy charges and the like in accordance with the standard rate of Special Legal Counsel for all other clients in effect at the time the direct cost or expense is incurred under this Agreement. (c) The amount payable by the Commission for the Special Legal Counsel Services and expenses of Special Legal Counsel shall be invoiced to the Commission on a monthly basis. Each invoice shall contain a suitably detailed written description of the Special Legal Counsel Services performed during the period of time covered by the invoice, and the amount of time devoted to each task, together with an itemized description of the direct costs and expenses incurred. Section 4. (a) Notwithstanding the description set forth in Recital Paragraph B, above, Special Legal Counsel Services do not include bond counsel or special tax counsel legal representation of the Commission, the Economic Development Agency or the Redevelopment Agency. In the event that a particular legal representation may require bond counsel or special tax counsel services, Special Legal Counsel shall so advise the City Attorney, and upon the consent of the City Attorney, the Commission, in its discretion, may direct the law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P., to provide such bond counselor special tax counsel services in accordance with its standard schedule of professional services fees for such engagements. (b) Notwithstanding the description set forth in Recital Paragraph B, above, Special Legal Counsel Services do not include the representation of the Commission, the Economic Development Agency or the Redevelopment Agency in any judicial proceedings or litigation. In the event that a particular legal representation or transaction associated with any Program may foreseeably involve litigation or the threat of litigation Special Legal Counsel shall so advise the City Attorney, and, upon the consent of the City Attorney, the Commission, in its discretion, may direct the law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P. to provide the Commission, the Economic Development Agency or the Redevelopment Agency, as applicable with legal representation as special counsel in association with the City Attorney in such a specific claim or litigation matter in accordance with the hourly fee for legal service schedule set forth in Section 3. Section 5 (a) In accordance with the requirements of California Business and Professions Code, the Commission is hereby advised that Special Legal Counsel maintains professional liability insurance. Special Legal Counsel shall maintain such policy of professional liability insurance in effect continuously during the term of this Agreement. (b) Special Legal Counsel shall possess and maintain in effect during the term of this Agreement comprehensive general liability insurance against claims for injuries to persons or damages 3 CDC/2000-38 to property which may arise from or in connection with the Special Legal Counsel Services with $1,000,000 in single limit coverage for each occurrence and $2,000,000 general aggregate coverage. Such insurance shall be on an occurrence basis and shall not include any intra-insured exclusions as between insured persons and shall be primary to and not contributing to any insurance carried by the City of San Bernardino or any of its related agencies. (c) The insurance required under this Section 5 shall be issued by an insurance company or companies authorized to conduct business in California. The insurance company which issues the policy described in Section 5(b) shall maintain during the term of its policy coverage a "General Policy Holder's Rating" of at least A(iv), as set forth in the most current edition of "Best's Insurance Guide." Such policy, or endorsement to such policy, shall name the Commission, the City of San Bernardino, the Economic Development Agency, and the Redevelopment Agency, and the officers, officials and employees of each of them, as additional insureds and shall also provide that no cancellation, reduction or material change in coverage shall be effective until at least thirty (30) days after receipt by the City of written notice thereof. Special Legal Counsel shall cause to be delivered to the Commission an endorsement of its comprehensive general liability insurance policy evidencing the existence of the insurance coverage required under this Section 5 and shall also deliver by a date no later than thirty (30) days prior to the expiration of any such policy, a certificate of insurance evidencing each renewal policy covering the same matters. Section 6. The law firm of Lewis, D' Amato, Brisbois & Bisgaard, L.L.P., hereby designates Timothy J. Sabo as the lawyer for the firm primarily responsible for the Special Legal Counsel Services, with Alexis Crump, and David F. Gondek, Diane R. Holman and Delmar G. Williams in the San Bernardino offices of the law firm providing assistance to Mr. Sabo in the Special Legal Counsel representation of the Commission under this Agreement. Section 7. It is understood and agreed that this Agreement is non-exclusive and that the Commission may enter into similar agreements with other lawyers. Special Legal Counsel shall cooperate with and assist any such lawyers in accordance with the direction of the City Attorney. Section 8. The provisions of 24 Code of Federal Regulations Part 86.36(i) are hereby incorporated by this reference into the text of this Agreement as applicable to the provision of the Special Legal Counsel Services to the Commission. Section 9. This Agreement shall terminate and be of no further force or effect on the fifth (5th) year anniversary following the date of its acceptance by the Commission; provided however, that either party may terminate this Agreement sooner, for any reason upon thirty (30) days written notice. Section 10. Any notice to be given, pursuant to this Agreement by one party to the other may be given in writing by depositing said notice with the United States postal services postage prepaid and addressed as follows: Commission c/o Economic Development Agency of the City of San Bernardino 4 CDC/2000-38 201 North "E" Street San Bernardino, CA 92418 Attn: Executive Director Lewis, D' Amato, Brisbois & Bisgaard, L.L.P. 201 North "E" Street Suite 300 San Bernardino, CA 92401 Attn: Timothy 1. Sabo Nothing in this section shall be construed to prevent the giving of such notice by personal service. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. COMMISSION Community Development Commission of the City of San Bernardino By: c~L/(e<.--- Valles, Chairperson unity Development Commission APPROVED AS TO FORM AND LE AL CONTENT: SPECIAL LEGAL COUNSEL B '. S~, p.{( ,,r,; City Attorney Lewis, D' Amato, Brisbois & Bisgaard, L.L.P. By: ~()(/_J_ Timothy 1.~ for the Law Firm 5