ITEMS. Jam~:;;cz.;,;,~:;!:~er STAFF REPORT. Mayor and City Council. Linn Walsh, Assistant to the City Manager

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1 rmill VALLEY2 STAFF REPORT TO: FROM: SUBJECT: Mayor and City Council Linn Walsh, Assistant to the City Manager Richards, Watson & Gershon Rate Increase Request DATE: December 3, 2012 Approved for Forwarding: Jam~:;;cz.;,;,~:;!:~er Issue: Consideration of a Resolution authorizing the City Manager to execute an amendment to the Professional Services Agreement with Richards, Watson & Gershon for City Attorney services. Recommendation: Adopt the Resolution. Background: The City of Mill Valley has contracted with the law firm Richards, Watson & Gershon for legal services since Under the contract, City Attorney Gregory Stepanicich, as well as other representatives from his firm, provide legal guidance concerning City operations and represent the City in matters of litigation. Discussion: Richards, Watson & Gershon currently bills the City $200 per hour for general services. They have approached the City with a request to increase the rate to $225 per hour. Pursuant to the current service agreement, Richards, Watson & Gershon may request a rate increase every two years. The last fee increase for general services was in December Due to the uncertain economic conditions which existed in 2010, they did not ask for a fee increase at that time. This request is only for general services and does not include litigation rates, which will remain the same ($225 - $240 for Associates, and $250 - $300 for Shareholders). Fiscal Impact: The City has an adopted budget which is estimated to have sufficient funds to accommodate this request. If needed, the City Manager will request a budget adjustment in spring of 2013 to accommodate the rate increase. Attachments: 1. Draft Resolution 2. Professional Services Agreement ITEMS 1

2 1 RESOLUTION NO. _ 2 3 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILL VALLEY 4 AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE 5 PROFESSIONAL SERVICES AGREEMENT WITH RICHARDS, WATSON & 6 GERSHON FOR CITY ATTORNEY SERVICES WHEREAS, pursuant to an agreement approved on November 21, 2000, the City of Mill 10 Valley currently receives City Attorney services from the firm of Richards, Watson & 11 Gershon; and WHEREAS, pursuant to the agreement, the firm of Richards, Watson & Gershon may 14 request a rate increase every two years, the last fee increase taking place in December 2008; 15 and WHEREAS, the firm Richards, Watson & Gershon requests an increase in fees for general 18 legal services from $200 per hour to $225 per hour; and WHEREAS, the City Council has determined that the proposed amendment (Attachment A) 21 to the agreement is reasonable and wishes to approve the amended agreement NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Mill Valley 24 hereby authorizes and directs the City Manager to execute an amendment to the Professional 25 Services Agreement with Richards, Watson & Gershon for City Attorney services regarding 26 the fee increase request PASSED AND ADOPTED at a meeting of the City Council of the City of Mill Valley on the 29 3rd day of December, 2012, by the following vote: AYES: 32 NOES: 33 ABSENT: Andrew Berman, Mayor 37 ATTEST: Kelsey Rogers, City Clerk/Administrative Analyst 1 ATTACHMENT 1

3 ATTACHMENT A FIFTH AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This Fifth Amendment to Agreement For Legal Services (the "Amendment") is entered into this of December, 2012, by and between the City of Mill Valley (the "City") and Richards, Watson & Gershon, a professional corporation ("Richards"). RECITALS A. The City entered into an agreement with Richards on November 21,2000 for the provision of City Attorney services by Richards (the "Agreement"), and this agreement was amended by the parties in 2002, 2004, 2006 and B. The Agreement provides for the parties to review the financial provisions of the Agreement every two years. C. The City and Richards have conducted this financial review and agree that a modification of the billing rates set forth in the Agreement is appropriate. NOW THEREFORE in consideration of the foregoing and other good and valuable consideration, Section 4(a) of the Agreement is amended to read as follows: "Section 4. Compensation for Legal Services. a. General City Attorney Services. For City Attorney services, other than litigation or cost recovery matters, Richards will bill the City on an hourly basis at the rate of $225 per hour for work performed by any attorney in the firm. Richards will not bill for time expended by attorneys in routine travel from Richards' offices to City offices. Richards will bill for travel time when attending court appearances or meetings at destinations other than City offices. All other provisions of the Agreement shall remain in full force and effect. This Fifth Amendment will become effective on January 1,2013. IN WITNESS THEREOF, the parties hereby cause this Agreement to be executed by their duly authorized representatives as of the date first set forth above. CITY OF MILL VALLEY By: City Manager _ RICHARDS, WATSON & GERSHON A Professional Corporation By: Gregory W. Stepanicich _

4 r AGREEMENT FOR LEGAL SERVICES (City Attorney) TIDS AGREEMENT is entered into between the City of Mill Valley, a municipal corporation (the "City"), and Richards, Watson, and Gershon, a Professional Corporation ("Richards"). Section 1. Scope ofservices. Legal services shall include the.following: a. Attendance at City Council meetings once each month and attendance at other meetings upon request; b. Legal research and provision of legal advice to the City Council, Planning Corrunission, City Manager and designated City Staff; c. Monitoring and advising the City of new legislation and case law affecting the City; d. Preparation and review ofordinances, resolutions, and agreements; e. Representation of the City and City officials and employees in all claims and litigation filed by or against the City, except those handled by outside counsel; f. Oversight oflegal matters handled by outside counsel; and g. Such other legal services as may be directed by the City Council or City Manager from time to time. Legal services will not include matters in which "Richards" has a conflict of interest that precludes Richards from representing the City, members of the City Council, or City officers or employees. If Richards has a conflict of interest or lacks specialized expertise necessary to handle a particular assignment, Richards shall, following consultation with the City Manager, provide the City Council with a recommendation to hire outside counsel. Section 2. Term of Agreement; Biennial Review. This Agreement shall commence on the date of execution and continue thereafter until terminated pursuant to Section 7 hereof. City and Richards shall review the financial provisions contained in this Agreement on or about July 1, 2002, and on July 1 of each even-numbered year thereafter, to ensure that its terms and conditions are mutually satisfactory to both parties. In addition, the City Council will meet with the City Attorney on an annual basis to conduct a performance review. Richards will not bill the City for time expended by the City Attorney in conjunction with the annual performance review. Section 3. Staffing Assignments. Gregory W. Stepanicich, a shareholder with Richards, shall be assigned as City Attorney and shall be primarily responsible for the provision of legal ATTACHMENT 2

5 J services to the City, including attendance at City Council meetings. Janet Coleson shall be assigned as Assistant City Attorney and shall be available for attendance at City Council meetings when the City Attorney is unable to attend due to vacation or a scheduling conflict. Associate attorneys and legal assistants shall be utilized where appropriate to assist in conducting legal research; preparing ordinances, resolutions and agreements; provision of legal advice; and other assignments 'appropriate for their level of experience. Section 4. Compensation for Legal Services. a. General City Attorney Services. For City Attorney services, other than litigation or cost recovery matters, Richards will bill the City on an hourly basis at the rate of $165 per hour for work perfonned by any attorney in the finn. Richards will not bill for time expended by attorneys in routin~ travel from Richards' offices to City offices. Richards will bill for travel time when attending court appearances or meetings at destinations other than City offices. b. Additional Legal Services. Services rendered on litigation matters will be billed at the rates of $ per hour for shareholders and $ per hour for associates. Services rendered on cost recovery matters, such as development proposals where the applicant is obligated to reimburse the City for its legal expenses, will be billed at the above rates. Work performed by paralegals and legal assistants will be billed at $110 per hour. Richards recognizes that the City is operating under budgetary constraints and agrees to make reasonable efforts to contain legal costs, including practicing preventative law to avoid unnecessary litigation. Section 5. Monthly Billings; Expense Reimbursements. Richards shall bill the City on a monthly basis. Each bill shall indicate the date of the work done, the work that was accomplished, the attorney or paralegal who performed the work, and the fee for the work. Reimbursable expenses which are generally chargeable to a client shall be separately itemized including: 1) a long distance telephone service, 2) outgoing facsimile charges, 3) extraordinary operating expenses such as messenger services, overnight mail charges, copying costs for litigation and cost recovery matters and computer-assi~ted research, 4i necessary travel and subsistence expenses; 5) court costs, including filing fees, witness fees, and deposition and discovery costs not paid directly by the City. In addition, Richards will waive its nonnal mileage expense, except for travel to court appearances or destinations other than City offices. The City shall promptly review Richards' monthly statements. Following approval of monthly statements, City shall compensate Richards for services rendered and expenses incurred at the rates and in the amounts provided in this Agreement on a monthly basis. Section 6. Attendance at City Attorney Functions. The City Attorney will continue to regularly attend and participate in the activities and fimctions of the City Attorneys' Department 2

6 ofthe League ofcalifornia Cities, and will attend retreats and team-building sessions conducted by the City, at no cost to the City. Section 7. Amendment; Termination. This Agreement may be amended from time to time by written agreement of City and Richards. This Agreement may be terminated by City at any time upon written notice to Richards and by Richards upon sixty (60) days' written noth~e to City. In the event of termination, City shall be responsible only for fees and costs incurred through the effective date ofthe tennination. Section 8. Retention of Other Counsel, Specialists or Experts. Richards will not retain or otherwise incur an obligation to pay other legal counsel, specialists or experts for services in connection with this Agreement without prior approval of the City Council or City Manager. Section 9. Professional Liability Coverage. During the term of this Agreement, Richards shall at all times maintain insurance coverage for professional liability. A copy of the current policy shah be provided to the City. on an annual basis. CITY OF MILL VALLEY Date: -' By: Don Hunter, City Manager _ RICHARDS, WATSON, AND GERSHON. / /-J'1J-([7; Date: --' S:\CONTRACl'.Agreement for Legal Services - City Attorney.doc 3