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HomeMy WebLinkAboutCDC/2009-09 """ . (Companion Resolution 2009-57) 1 RESOLUTION NO. CDC/2009-9 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIRPERSON TO EXECUTE AN 4 AGREEMENT FOR REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY FOR LEGAL SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON 5 REDEVELOPMENT ISSUES. 6 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION I. The Chairperson is hereby authorized and directed to execute an Agreement 9 with the City of San Bernardino for the reimbursement by the Commission and the Economic 10 Development Agency for legal services provided to the City by the City Attorney on Economic 11 Development Agency issues. A copy of said Agreement is attached hereto as Exhibit "A." 12 SECTION 2. The authorization to execute the above-referenced Agreement is rescinded 13 if the parties to the Agreement fail to execute it within the sixty (60) days of the passage of this 14 Resolution. 15 /// 16 /// 17 18 19 20 21 22 23 24 25 26 27 28 F:\WILSON\EDA\EDA Rcso re Service Agreement with City 3-1 6-09.wlld 1 CDC/2009-9 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIRPERSON TO EXECUTE AN 2 AGREEMENT FOR REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY FOR LEGAL SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON 3 REDEVELOPMENT ISSUES. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 6 Development Commission of the City of San Bernardino at ai oint regular meeting thereof, held 7 on the 16th day of March , 2009, by the following vote, to wit: 8 COUNCIL MEMBERS: 9 ESTRADA 10 BAXTER 11 BRINKER 12 VACANT 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 18 AYES NAYS ABSTAIN ABSENT x x x x x x 5~' Secretary 19 The foregoing Resolution is hereby approved thiS/J"'day of March . 2009. 20 21 22 23 24 Approved as to form: BY ~ /~/k1; 25 26 27 28 ~5h?~ , Esther Estrada, Vice Chairperson Community Development Commission of the City of San Bernardino F:\WILSON\EDA\EDA Rcso rc Service Agreemen( with City 3-16-09_wpd 2 CDC/2009-9 nUPl1 CA"""'-' !J . __ II:. EXItIBIT I!A" [D inl [i (riJ II G\ . " I I.:: fll\ Ii :L~ ,I I. :( " I' " lit if" ilt, I' lllJ u u \l cb ~~ u AGREEMENT 2 THIS AGREEMENT ("Agreement") is made and entered this...llJ;1ilayof MRrrn ,2009, 3 ("Effective Date") by and between the Community Development Commission of the City of San 4 Bernardino ("Commission"), on behalf of the Economic Development Agency of the City of San 5 Bernardino, a public agency of the State of California, hereinafter referred to as the "Agency", and 6 the City of San Bernardino, a charter city, hereinafter referred to as "City" (sometimes jointly 7 referred to herein as the "Parties"). 8 The Parties do hereby agree: 9 10 1. Recitals. (a) In support of the projects of the Agency, the City needs full-time attorney II servIce. 12 I. To render legal advice, assist in drafting documents, provide review and 13 revision of documents, agreements and resolutions, and participate in negotiations with developers 14 and others processing redevelopment and other projects through the Development Services 15 Department and other City departments; and 16 2. To render legal advice, assist in drafting documents, provide review and 17 revision of documents, agreements and resolutions, and participate in negotiations with developers 18 and others processing projects through the Development Services Department and other City 19 Departments which require approval of the Commission and parallel and independent approval by 20 the Mayor and Common Councilor the commissions of the City. 21 (b) City shall, through its City Attorney, receive the above described set of 22 attorney services. 23 The Parties, in consideration of the benefits hereby received, each from the other, agrec as 24 follows: 25 26 2. Implementation. (a) Services. The City Attorney shall provide legal advice, assist in drafting 27 documents, provide review and revision of documents, agreements and resolutions, and participate 28 in negotiations with developers and others toward moving Agency projects through the EXHIBIT I'A". CDC/2009-9 I 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Development Services Department and with respect to Agency projects which require approval of the Commission and parallel and independent approval by the Mayor and Common Councilor the other departments or commissions of the City. (b) Data to be Furnished Citv. The following data will be furnished by Agency at the time work assignmeuts covered by this contract are made to the City: All records and information pertaining to legal requirements of the Agency, including any back-up materials, applicable regulations, correspondence, preliminary drafts of agreements, if any, and any other materials relating to the project in the possession of the Agency. (c) Time of Performance. The services of the City Attorney's office under this agreement are to commence as of July 1,2008, and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purpose of this agreement. This agreement shall be in effect until June 30, 2009, and thereafter shall continue for consecutive periods of 5 years unless sooner terminated by the action of either Agency or City as herein provided. (d) Comoensation. (1) Attornev Services. Agency will reimburse City for legal costs incurred by City in its parallel processes and duties related to redevelopment matters. Reimbursement shall be paid at the then current rate, inclusive of benefits, for the positions of Senior Assistant City Attorney, Legal Secretary 11, and City Attorney Investigator. The Agency shall reimburse the City for any out-of-pocket expenses incurred as a result of services provided hereunder, such as outside secretarial costs, special copy costs, costs of documents, costs of mailing, etc., in the amount paid or required to be paid by the City. Agency shall also pay for training and conferences and related travel and lodging for assigned members ofthe City Attorney's staff which directly relate to redevelopment law. (2) Pavment of Attornevs Fees and Costs. The Office of the City Attorney shall prepare a billing rate summary that includes each attorney in the Office of the City Attorney who will be providing legal services to the Agency pursuant to this Agreement. All City Attorney Invoices will be based upon such billing rate summary as may be amended from time-to-time by the Office of the City Attorney. Within thirty 2 EXHIBIT,IIA" CDC/2009-9 1 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (30) calendar days from and after the receipt by the Agency of each City Attorney Invoice, the Agency shall pay to the City the City Attorney Reimbursement Costs as itemized and provided for on each City Attorney Invoice. Should the City Attorney Invoice and/or the City Attorney Reimbursement Costs, or any thereof, be unacceptable to the Agency, the Agency shall promptly notify the City in writing and shall explain the reasons for the rejection or disapproval of the City Attorney Invoice and/or of the City Attorney Reimbursement Costs, of any portion thereof (the "Agency Disapproval Letter"). Upon the receipt by the City from the Agency of the Agency Disapproval Letter, the Executive Director of the Agency and the City Manger on behalf ofthe City shall exercise their best efforts to immediately resolve the dispute regarding the City Attorney Invoice and/or the City Attorney Reimbursement Costs, or any portion thereof. (3) Extraordinary Services. Agency will pay City for the actual cost of any extraordinary services provided by the City Attorney. Such services shall include, but shall not be limited to, services of the City Attorney Investigator, etc. (4) Litigation and Appeals. Agency will pay City for the cost oflitigation where Agency is either plaintiff, defendant, petitioner, respondent, appellant, or the subject of an administrative action, in the amount of an additional sixty percent (60%) premium on all rates set forth in (d)(l) above. The Agency shall reimburse the City for any out-of-pocket expenses incurred as a result of such litigation or appeal, such as filing costs, deposition costs, outside secretarial costs, special copy costs, costs of discovery, etc., in the amount paid or required to be paid by the City. (e) Terms and Conditions. This agreement is subject to and incorporates the provisions of any and all federal regulations concerning the provision oflegal services to Agency. (I) Conflict oflnterest. In the event an actual conflict of interest results from providing litigation services to both Agency and City, the City Attorney shall disqualify himself and his office from representation of Agency, and Agency shall retain outside counsel. Agency hereby 3 EXHIBIT "A" CDC/2009-9 I 2 3 4 5 6 waives any claim that the City Attorney should generally disqualify himselffrom representing City, and hereby consents to any such representation of City. (g) Termination. This agreement may be terminated by either Agency or City upon thirty days' written notice to the other. Except as otherwise provided herein, this Agreement shall not be modified except upon written agreement of the Parties. 7 III 8 III 9 III 10 II 12 13 . 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 F:\ WILSON\EDA \EDA.Service.Agreementfina12. wpd 4 EXHIBIT !'A". CDC/2009-9 IN WITNESS WHEREOF, the parties have executed this agreement, on the day and date first 2 3 above shown. ATTEST: ECONOMIC DEVELOPMENT AGENCY OF THE CITY 0 SAN BERNARDINO ~ 4 5 By i2-~n 6 7 ~ By Approved as to form: 8 AGENCY COUNSEL 9 10 By c;;;, 11 12 ATTEST: 13 CITY OF SAN BERNARDINO 14i~,6~~ City Clerk B Patrick . Morris, Ma IS 16 17 Approved as to form: 18 19 JAMES F. PENMAN 20 City Attorney 21 22 23 24 25 26 27 28 F: \ WILSON\EDA \EDA.Service.AgreementfmaI2 .-wpd 5