CITY OF ROHNERT PARK CDC AGENDA ITEM TRANSMITTAL REPORT

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1 Agenda Packet Preparation TIMELINES for Regular City Council Meetings held on the 2 nd & 4 th Tuesdays of each month: Resolutions (other than standard formats for authorizations and approvals), Ordinances & Agreements to Assistant City Attorney via for review and approval as to form DUE no later than NOON Three (3) Mondays prior to Council meeting date Agenda items to City Manager via for his review and responding authorization, synchronized with above timeframe of Assistant City Attorney review, and an copy to the City Clerk for drafting agendas Agenda Items with attachments via and a total of twenty (20) complete hard copy sets with 2 sets single-sided & 18 sets double-sided/stapled to City Clerk DUE no later than NOON Two (2) Fridays prior to Council meeting date Agenda Draft review by Mayor, City Manager, Assistant City Attorney, City Clerk no later than Tuesday morning One (1) week prior to Council meeting date Agenda Packets distributed to City Council and Agendas posted/distributed/mailed on Thursday afternoon One (1) week prior to Council meeting date in compliance with Rohnert Park Municipal Code Section and related Resolution No {This section for City Clerk Use Only} 8/24/10 Joint Regular Meeting Agenda ITEM NO. 8.D CDC RESOLUTION NO Meeting Date: August 24, 2010 CITY OF ROHNERT PARK CDC AGENDA ITEM TRANSMITTAL REPORT Department: Submitted By: Administration Gabriel A. Gonzalez, Executive Director Submittal Date: August 19, 2010 Agenda Title: Requested CDC Action: Consideration of a Resolution Authorizing an Agreement for General Services with Burke, Williams & Sorensen, LLP Adopt Resolution Summary: McDonough Holland & Allen PC ("MHA") has been providing General Counsel services to the Community Development Commission of the City of Rohnert Park ("CDC") since Throughout these years, Michelle Marchetta Kenyon has served as General Counsel on behalf of MHA. However, after intensive strategic planning, active merger discussions and careful consideration, MHA will be winding down its operations and dissolving as of August 31, Michelle Kenyon, along with the entire Oakland Office of MHA will be joining the public agency law firm of Burke, Williams & Sorensen, LLP ("Burke" or "Firm") effective August 30, The City Council has previously received information on the abilities and legal services provided by Burke. In the event the CDC chooses to enter into this new Agreement with Burke, the current services and rates will remain unchanged. Attachments: 1. Resolution Approving Agreement for General Counsel Services 2. Agreement for General Counsel Services between Community Development Commission of the City of Rohnert Park and Burke, Williams & Sorensen, LLP GENERAL COUNSEL S REVIEW: Relevant documents for this agenda item have been reviewed and approved as to form by the General Counsel. EXECUTIVE DIRECTOR S RECOMMENDATION: ( ) Consent Item (X) Regular Item (X) Approval ( ) Public Hearing Required ( ) Not Recommended ( ) Submitted with Comment ( ) Policy Determination by CDC ( ) Agency Comments: Per Executive Director s review and direction for distribution of this agenda item.

2 RESOLUTION NO A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK APPROVING AN AGREEMENT FOR GENERAL COUNSEL SERVICES BETWEEN COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK AND BURKE, WILLIAMS & SORENSEN, LLP WHEREAS, the firm of McDonough Holland & Allen PC ("MHA") has provided legal services to the Community Development Commission of the City of Rohnert Park ("CDC") since 2005; WHEREAS, Michelle Marchetta Kenyon, on behalf of MHA, has served as CDC General Counsel since 2005; WHEREAS, MHA has determined to wind down its firm operations and will be dissolving as of August 31, 2010; WHEREAS, Michelle Marchetta Kenyon and the entire Oakland Office of MHA will be joining the law firm of Burke, Williams & Sorensen, LLP ("Burke") effective August 30, 2010; WHEREAS, CDC and Burke desire to enter into an Agreement to provide legal services to CDC as described in the Agreement for City Attorney Services, attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the CDC that the Agreement for City Attorney Services with McDonough Holland & Allen PC is hereby terminated effective August 29, BE IT FURTHER RESOLVED by the CDC that the Chair is hereby authorized to enter into the Agreement for General Counsel Services between CDC and Burke, Williams & Sorensen, LLP to be effective August 30, 2010 in a form attached hereto as Exhibit A. DULY AND REGULARLY ADOPTED by the Community Development Commission of the City of Rohnert Park this 24 th day of August, COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK ATTEST: Chairperson Secretary v /0010

3 AGREEMENT FOR GENERAL COUNSEL SERVICES THIS AGREEMENT, dated August 30, 2010, is made and entered into by and between the Community Development Commission of the City of Rohnert Park, a municipal corporation ("CDC"), and Burke, Williams & Sorensen, LLP ("Burke"). RECITALS WHEREAS, the firm of McDonough Holland & Allen PC ("MHA") has provided legal services to the City of Rohnert Park and CDC since 2005; and WHEREAS, Michelle Marchetta Kenyon has served as the General Counsel for CDC since 2005, and several other attorneys from MHA's Oakland office have served as the Assistant General Counsel for CDC during that time; and WHEREAS, MHA has determined to wind down its firm operations and will be dissolving as of August 31, 2010; and WHEREAS, Michelle Marchetta Kenyon and MHA's Oakland Office will be joining the law firm of Burke, Williams & Sorensen, LLP effective August 30, 2010; and WHEREAS, it is the desire of the parties to enter into this Agreement to establish the terms and conditions for rendition of City Attorney and special counsel services to CDC. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: Section 1. Legal Services. Burke's duties shall be that of General Counsel and shall perform any and all basic City Attorney duties and functions entrusted to it by CDC including, without limitation, attendance at meetings of CDC and other CDC bodies as requested, rendition of legal advice on CDC matters to CDC staff, preparation of ordinances, resolutions, contracts, and other legal documents pertaining to CDC affairs, preparation of opinions regarding CDC matters as requested by appropriate CDC officials, and general municipal advice to all departments of CDC. Burke shall also provide special counsel services in all matters involving CDC unless upon consultation with Burke CDC authorizes retention of separate litigation counsel. Michelle Marchetta Kenyon shall be designated CDC General Counsel and she will be the coordinator of services provided to CDC with other attorneys of the firm as necessary. CDC and its members recognize that the firm of Burke provides legal representation to public entities throughout California. Legal services will not include matters in which Burke has a conflict of interest that precludes Burke from representing CDC, members of CDC EXHIBIT A

4 Commission, or officers or employees of CDC. If Burke has a conflict of interest or lacks expertise to handle a particular assignment, Burke shall provide CDC with a recommendation to hire outside counsel. CDC also agrees to exercise reasonable discretion in providing waivers for any potential or perceived conflicts that might arise out of representation of Burke's other clients, which representation does not directly involve Burke's representation of CDC. Section 2. Compensation. A. In consideration for the rendition of legal services, beginning August 30, 2010, CDC shall compensate Burke for all matters related to CDC at Burke's standard hourly public agency rate established by, and as changed from time to time by, Burke. For cost recovery matters for which CDC receives reimbursement, CDC shall be billed by Burke at the standard hourly rates established by, and as changed from time to time by, Burke. Prior to instituting any such rate increase, Burke agrees to provide CDC Executive Director with prior notice of any rate increase. Section 3. Monthly Billings; Expense Reimbursements. Burke shall bill CDC 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. To each bill, Burke shall add an administrative charge of 4% of legal fees in lieu of separately itemizing general overhead costs which are generally chargeable to a client, including long distance telephone service, facsimile charges, regular postage, and routine copying of documents. Burke shall regularly monitor its actual administrative expenses to ensure that the administrative charge is a fair and reasonable approximation of actual expenses. The following out-of-pocket expenses will be separately itemized and included in bills to CDC: (1) extraordinary operating expenses, including items such as messenger services, overnight mail charges, extraordinary copying, and computer-assisted research; (2) necessary travel and subsistence expenses; (3) court costs, including filing fees, witness fees, and deposition and discovery costs not paid directly by CDC. CDC shall review and approve Burke s monthly statements and pay Burke for services rendered and expenses incurred at the rates and in the amounts provided in this Agreement on a monthly basis in accordance with the approved monthly statements. Section 4. Amendment; Annual Review, This Agreement may be amended from time to time by written agreement of the parties. CDC and Burke agree that there shall be an annual review of the provisions contained in this Agreement to ensure that its terms and conditions are mutually satisfactory to both parties prior 2

5 to June 1 of each year. The parties also agree that CDC shall conduct an annual performance review of the position of General Counsel prior to June 1 of each year. Section 5. Termination. This Agreement may be terminated by CDC at any time upon written notice to Burke and by Burke upon sixty (60) days written notice to CDC. In the event of termination, CDC shall be responsible only for fees and costs incurred as of the effective date of the termination. Section 6. Professional Liability Coverage. During the term of this Agreement, Burke shall at all times maintain insurance coverage for professional liability. A copy of the policy shall be provided to CDC upon request. Section 7. Indemnification. Burke agrees to defend, indemnify and hold CDC harmless from and against claims or liabilities arising out of the negligent errors or omissions of Burke discharging its obligations under this Agreement, excluding claims or liabilities arising out of CDC's active negligence or wrongful conduct. Section 8. Ownership Of Records; Retention Of Records Upon termination of this contract, all reports, plans, documents, records, and data or certified copies of same prepared by Burke pursuant to this Agreement shall become the property of CDC, excluding Burke s internal accounting records and other documents not reasonably necessary to CDC s representation, subject to Burke s right to make copies of any files withdrawn by CDC. Once a matter is concluded, Burke will close the file, and CDC will receive notice of any CDC materials that remain in Burke's possession. CDC will be invited to retrieve these CDC materials within 45 days of notice, or CDC may direct Burke to forward CDC materials to CDC, at CDC's expense. If within 45 days of this notice CDC fails to retrieve CDC materials or request Burke to forward them, CDC authorizes Burke to destroy CDC materials. After the 45-day period, Burke will, consistent with all applicable rules of professional conduct, use its discretion as to the retention or destruction of all attorney work product and any CDC materials that remain with Burke. Under Burke s document retention policy, Burke normally destroys files five (5) years after a matter is closed, unless other arrangements are made with CDC. All CDC-supplied materials and all attorney end product (referred to generally as "CDC material") are the property of CDC. Attorney end product includes, for example, finalized contracts, pleadings, and trust documents. Attorney work product is the property of Burke. Attorney work product includes, for example, drafts, notes, internal memoranda and electronic files, and attorney representation and administration materials, including attorney-cdc correspondence and conflicts materials. 3

6 IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date first above written. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK BURKE, WILLIAMS & SORENSEN, LLP By: Pam Stafford Chair By: John J. Welsh Managing Partner ATTEST: Secretary 4