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1991-189-Authorizing The Execution Of An Agreement Amending An Agreement With McDonough Holland And Allen For Redevelopment Legal ServicesRESOLUTION 1991 -189 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE EXECUTION OF AN AGREEMENT AMENDING AN AGREEMENT WITH McDONOUGH HOLLAND AND ALLEN FOR REDEVELOPMENT LEGAL SERVICES WHEREAS, on October 30, 1989 the Town Council of the Town of Los Gatos approved an agreement with McDonough Holland and Allen for special legal services in connection with redevelopment services; and WHEREAS, McDonough Holland and Allen have increased the fee for administrative services which necessitates the amendment of the original agreement; RESOLVED, the Town Council of the Town of Los Gatos does hereby approve the agreement with McDonough, Holland and Allen attached hereto as Exhibit "A ", and that the Town Manager is authorized, and is hereby directed to execute said agreement in the name and in behalf of the Town Council. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 19th day of August 1991, by the following vote. TOWN COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton NAYS: None ABSENT: Eric D. Carlson ABSTAIN: Mayor Brent N. Ventura SIGNED: MAYOR OF THE TOWN OF LOS GATOS ATTEST: � l� �2 i � cis ` �✓' `---�" � c� � CLERK OF THE TOWN OF LOS GATOS L14 \resos \Iega1.fee THIS AGREEMENT is entered into this day of , 1989, by and between the TOWN OF LOS GATOS, State of California herein called the "Town ", and McDONOUGH, HOLLAND & ALLEN, a Professional Corporation, engaged in the practice of law in Sacramento, the East Bay and Yuba City within the State of California, herein called "Special Counsel ". This agreement amends and supersedes the agreement between the Town and Special Council dated October 30, 1989. Recitals A. The Town is considering undertaking redevelopment activities pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.). B. The Town desires to engage special Counsel, in association with its General Counsel, to provide special legal services to the Town as required in connection with said redevelopment activities. Agreements NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. Special Counsel shall perform legal services as may be required from time -to -time by the Town and its officers in connection with its redevelopment activities, including, but not limited to: the preparation of special urgency legislation and lobbyist activities in connection with the introduction and enactment thereof, advice, consultation, legal research and opinions regarding redevelopment activities and any actions and documents relating thereto. David F. Beatty, a principal member of the firm of Special Counsel, shall be responsible for the performance of services hereunder and shall supervise any services performed by other members of Special Counsel's firm. It is understood that the Town has General Counsel (the Town Attorney) to render day -to -day and on -going legal services and that Special Counsel shall coordinate its services hereunder with the Town's General Counsel to the extent required. Litigation services are not included under this Agreement, and in the event the Town desires to retain Special Counsel for litigation, a separate agreement shall be entered into. 2. Time of Pg;formance. The services of Special Counsel are to commence upon the execution of this Agreement and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of this Agreement. 3. Compensation Reimbursement and Methods of Payment. a. Compensation: (1) Fee Basis. Fees shall be charged on an hourly basis for all legal services rendered. In no case will the total compensation amount exceed twenty -five thousand dollars ($25,000) without prior written notification and subsequent approval by the Town Council. (2) Amount of Fees. The hourly rate for services performed shall be the general client rates established by Special Counsel from time -to -time for its services. At the present time, these rate are $125 -$190 per hour for principal attorneys, $70 -$160 per hour for associate attorneys and $40 -$80 per hour for legal assistants. Special Counsel shall notify the Town's General Counsel for any change in rates. b. Reimbursement. In addition to the compensation provided above, the Town will reimburse Special Counsel for the following expenses: (1) Necessary travel and subsistence expenses, in connection with the performance of Special Counsel's services pursuant to this Agreement. (2) Such printing and copying expenses, long distance telephone calls, telegrams and similar costs relating to legal services and generally chargeable to a client; provided, however, such expenses shall not include normal office operating expenses. In lieu of itemizing such chargeable expenses, Special Counsel's firm will add an administrative charge of 4% to monthly billings; and (3) Extraordinary expenses, such as express mail, courier services, etc. C. Methods of Payment. (1) Monthly Statements. As a condition precedent to any payment to Special Counsel under this Agreement, Special Counsel shall submit monthly to the Town a statement of account which clearly sets forth by dates the designated items of work for which the billing is submitted. (2) Timing of f Payment. The Town shall review Special Counsel's monthly statements and pay Special Counsel for services rendered and costs incurred hereunder, at the rates and in the amount provided hereunder, on a monthly basis in accordance with the approved monthly statements. 4. Employment of Other Counsel. Specialists or Experts. Special Counsel will not employ or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without prior approval of the executive officer of the Town. 5. Special Counsel's Relationship to Town. It is agreed that in the performance of its services under this contract, Special Counsel: a. Conducts research and arrives at conclusions with respect to its rendition of information, advise, recommendation or counsel independent of the control and direction of the Town or of any Town official, other than normal contract monitoring; and b. Possesses no authority with respect to any Town decision beyond the rendition of information, advice, recommendation or counsel. As such, Special Counsel is not a public official (as defined under the California Fair Political Practices Act) of the Town and is not subject to local Conflicts of Interest Codes of the Town, although Special Counsel is subject to the conflicts of interest provisions of paragraph 10 of this Agreement. 6. Termination of Agreement and Legal Services. This Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party, with or without cause. In such event, all finished and unfinished documents, project data and reports shall, at the option of the Town, become its property and shall be delivered to it or to any party it may designate. In the event of such termination, Special Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted in the light of the particular facts and circumstances involved in such termination. 7. A5si2nment of Agreement. Prior to transacting any business or exercising any powers under the Community Redevelopment Law, the Town shall declare by ordinance that there is a need for a redevelopment agency (the "Agency ") to function in the community. The parties hereto agree that upon the effective date of such an ordinance, the Town may transfer and assign its obligations and rights under this Agreement to the Agency and that upon such assignment, the Agency shall assume all the obligations and rights of the Town relating to this Agreement. The Town shall provide written notice of such assignment to Special Counsel. 8. Interest of Members of Aged. No member of the governing body of the Agency referred to in paragraph 7 of this Agreement, and no other officer, employee or agent of such Agency who exercises any functions or responsibilities in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 9. Interest of Town Officials. No member of the governing body of the Town, and no other public official of the Town, who exercises any functions or responsibilities in the review or approval of the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 10. Interest of Counsel. Special Counsel (including principals, associates and professional employees) covenants that it does not now have any interest and shall not acquire any interest, direct or indirect, in the area covered by any project of the Town to which this Agreement pertains or any parcels therein or any other interest which would conflict in any manner or degree with the performance of its services hereunder. Special Counsel further covenants that in the performance of its duties hereunder, no person having any such interest shall be employed. IN WITNESS WHEREOF, the Town and Special Counsel have executed this Agreement as of the date first above written. ATTEST TO: Marian V. Cosgrove, Town Clerk APPROVED AS TO FORM Katherine Anderton, Town Attorney C12: \CONTRACT \LEGLSERV.CON n W TOWN OF LOS GATOS David W. Knapp, Town Manager McDONOUGH, HOLLAND & ALLEN A Professional Corporation By David F. Beatty "Special Counsel"