CC - Item 7A - Interim City Attorney AgreementROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: OLIVER C. CHI, CITY MANAGER
DATE: MARCH 24, 2009
SUBJECT: INTERIM CITY ATTORNEY AGREEMENT
SUMMARY
On March 19, 2009, staff received a letter of resignation from City Attorney Bonifacio Garcia of
Garcia, Calderon, & Ruiz (Attachment A).
While the City Council determines how to fill the position permanently, staff recommends that an
agreement for Interim City Attorney Services be finalized with Joe Montes of Burke, Williams, &
Sorenson, LLP.
After discussing the matter with Mr. Montes, a proposed agreement was drafted for City Council
consideration (Attachment B).
Staff recommendation
Staff recommends that the City Council approve the agreement for Interim City Attorney
Services (Attachment B) and authorize the City Manager to execute any and all documents
associated with this matter.
ANALYSIS
It is important to note that the proposed agreement contains a termination clause (Clause 13)
that can be exercised at any time with no financial impact to the City.
In addition, the agreement provides for more competitive billing rates as the Interim City
Attorney and the Assistant City Attorney would provide services at a flat $225/hour. For
comparative purposes, Burke, Williams, & Sorenson, LLP currently charges the City a blended
rate which of $225/hour for the first 15 hours of work each month, after which point in time, the
rate rises to $275/hour for all additional work.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Attachment A: City Attorney Resignation Letter
Attachment B: Proposed Interim City Attorney Agreement
ITEM NO.
APPROVED FOR CITY COUNCIL AGENDA. 00
gcr
March 19, 2009
Oliver Chi
City Manager
The City of Rosemead
8838 E. Valley Blvd.
Rosemead, CA 91770
Re: Resignation
Dear Oliver:
Out of respect for the election process and the fact that the newly elected majority may
prefer that that a different law firm represent the interests of the new majority I hereby tender my
resignation as City Attorney for the City of Rosemead, effective as of the close of business
today. It has been a pleasure to serve the City as City Attorney and to work with each of the
members of Council and staff. We wish new council, the City and city staff all the best for the
future.
Pursuant to California State Bar rules we will, of course, continue to represent the City on
current or pending litigation until a substitution of attorney form is forwarded to us. We will
await the Council's direction, or that of the interim or new City Attorney on how to transition the
files and the work of the City to another law firm.
Garcia Calderon Ruiz 633 17th Stmt, Suite 1700
500 S"& Ce.nd be., Sdte 1100
625 &oedwe. Suia 900
50 West Sea hmitiodo suit, Suite 330
Doom Colondo 80202
Lae AnBiw, U&nik 90071
Sea Diego, QlAom7a 92101
Sao )we, Celibomle 95113
• l l m 1 t • d l1. b l h, p p.. t . . . . \ 1 p
t. 303.292.6545
t. 213.347.0210
t. 619.564.840o
t. 408.298.7400
E 303.292.6546
f. 213.347.0216
L 619.564.8404
f. 408.298.7404
444 South Flower Street Suite 2400
a Los Angeles. California 900/ 1-2953
. ' voice 213 236.0600 - fax 21 1236.2700
www hwslaw r om
Direct No.: 213.238.2818
Our File No.: 05079-0001
jwelsh@bwslow.com
March 19, 2009
Oliver Chi
City Manager
City of Rosemead City Hall
8838 East Valley Boulevard
Rosemead, California 91770
Re: Interim City of Rosemead City Attorney Services, Rosemead Community
Development Commission Agency Counsel and Rosemead Housing
Development Corporation General Counsel Retainer Agreement
Dear Mr. Chi :
This letter is a written retainer agreement of the terms under which Burke,
Williams & Sorensen, LLP ("Burke") has been retained by the City of Rosemead ("City")
as its Interim City Attorney (as described herein), by the Rosemead Community
Development Commission ("CDC') to serve as its Agency General Counsel and the
Rosemead Housing Development Corporation ("HDC") as its General Counsel. The
City, HDC and the CDC are collectively referred to herein as "Client." California
Business and Professions Code Section 6148 requires a written fee agreement
between attorneys and their clients setting forth the scope of services and fees to be
charged. When executed by you below and delivered to us, this agreement shall satisfy
the requirements of Section 6148. This Agreement is intended to supercede any and all
prior agreements between Client and Burke.
If this agreement fully sets forth your understanding of the terms and conditions
of our representation, please execute four copies and return one to the undersigned in
the self-addressed envelope provided. The other three copies are to be retained by the
City, HDC and the CDC.
1. Scope of Representation for the CDC. By this agreement, Burke has
undertaken responsibility to represent the CDC as our client, as its General Counsel.
Such representation includes, but is not limited to, providing advice on Redevelopment
Projects and operation of the Agency, drafting of required legal documents, attendance
at CDC meetings, prosecution of actions on behalf of the CDC to implement
redevelopment projects undertaken by the CDC, or defend challenges to same and
such other matters as the CDC may request from time to time.
LA #4833-7502-5155 vt
Los Angeles - Inland Empire - Menlo Park - Orange County - Palm Desert - Ventura County
RURKE, VVII LI,AM" & >ORF-NSFN, LLP
Oliver Chi
March 19, 2009
Page 2
2. Scope of Representation for the HDC. By this agreement, Burke has
undertaken responsibility to represent the HDC as our client, as its General Counsel.
Such representation includes, but is not limited to, providing advice on housing projects
and operation of the HDC, drafting of required legal documents, attendance at HDC
meetings, prosecution of actions on behalf of the HDC to implement projects
undertaken by the HDC, or defend challenges to same and such other matters as the
HDC may request from time to time.
3. Scope of Representation for the City. By this agreement, Burke, Williams
& Sorensen LLP, has undertaken responsibility to represent the City of Rosemead as its
Interim City Attorney. Joseph Montes shall be the City's designated Interim City
Attorney. Rachel Richman shall be the City's designated Assistant City Attorney. Any
change to the designation of the Assistant City Attorney shall require the written
approval of the City Manager. In the absence of the Interim City Attorney, the Assistant
City Attomey may act on behalf of the Interim City Attorney. The scope of Burke's
representation of the City as Interim City Attorney shall include, but not be limited to,
a. Attend all regular meetings of the City Council and adjourned and
special meetings of the City Council.
b. Attend meetings of the Planning Commission.
C. Attend other meetings of boards, commissions and committees of
the City.
d. Provide legal advice and opinions on all matters affecting the City,
except when prevented from doing so by a conflict of interest.
e. Prepare resolutions and ordinances initiated by the City.
Prepare or review and certify as to legal form contracts,
agreements and other documents between the City and other
parties.
Prepare or review and certify as to legal form contracts,
agreements and other documents (i) for the acquisition or disposal
of services, supplies, equipment or land by the City; or (ii) for public
works or projects initiated by the City.
h. Criminal prosecution of violations of City ordinances.
LA #4833-7502-5155 v1
SURKE. WILL 1/W; &',ORCNSCN. LIP
Oliver Chi
March 19, 2009
Page 3
Represent the City in civil litigation brought on behalf of, or against,
the City, as directed by the City Council.
j. Other duties as assigned by the City Manager or City Council.
k. Prepare or review bond documents, as Interim City Attorney.
Should the City require services as bond counsel or disclosure
counsel, such services shall be provided pursuant to separate
agreement, at rates set forth in such other agreement.
4. Client's Obligations. Client agrees to be truthful, to cooperate, and to
keep Burke advised of information and developments pertaining to this engagement.
Client also agrees to keep Burke informed of Client's current address and telephone
number and to pay the fees, costs and other sums incurred when due.
5. Fees. Fees for this engagement are computed on an hourly basis in
accordance with the rates assigned to the particular attorneys performing the work. The
rates of the attorneys for this engagement will be as set forth on the attached Exhibit A.
The firm's billing rates are subject to revision annually, starting January 1, 2010. If the
increase is equal to or less than the Consumer Price Index for the prior 12 months,
client will be notified in writing of such increase. Any increase greater than the CPI shall
require written agreement by the Client. Burke reserves the right to forego any rate
increase in any given year, provided that in subsequent years, Burke may increase
rates by such deferred increase amount without further Client consent. Additionally,
City, HDC and CDC agree that Burke may charge its standard private client (as
opposed to public entity client) rates for work that is reimbursed by private parties
pursuant to litigation, conditions of approval, etc.
6. Costs. Burke will bill Client for costs and expenses incurred in connection
with this engagement. These currently include, but are not limited to, expenses away
from the office on Client's behalf, automobile mileage at the standard rate for business
use as announced from time to time by the Internal Revenue Service, the actual cost of
other travel, long distance telephone charges, facsimile transmissions, computer
research, copying charges, the cost of producing or reproducing photographs,
documents or other things, filing fees, and similar expenses.
7. Billin . Burke's attorneys bill in 1110th of one hour increments. The firm's
billing cycle typically runs from the first day of the month to the last day of the month.
The HDC, City and the CDC will each receive separate statements each month for
services rendered and costs incurred during the immediately prior month. Bills are due
LA 04833-7502-5155 v1
F3URKC, WILLIAM. 1, WRFNSCN. LIP
Oliver Chi
March 19, 2009
Page 4
and payable within thirty (30) days of presentation. Payment is not contingent upon any
aspect of this engagement.
8. Experts. Should Burke deem it necessary to engage an expert in any
matter, Client will be directly responsible for the hiring and payment of all fees for such
expert services. Burke will not undertake to engage any such expert without prior
consultation with Client and then only with Client's consent.
9. Attorney's Lien. Client agrees that Burke may deduct all fees and costs
not previously paid from any sums coming into Burke's possession by way of
settlement, judgment, execution or otherwise.
10. Conflicts. The California Rules of Professional Conduct, as promulgated
by the California State Bar, require that an attorney receive informed written consent
from a client prior to undertaking work where there is a potential for conflicts between
existing or future clients (Rule 3-310). Burke represents numerous cities, school
districts and public agencies which from time to time may be adverse to Client. By
signing below, Client represents that it is fully informed regarding the potential conflict of
interests between it and existing and future clients of the firm, and it waives all rights
regarding such conflicts and consents to the firm's representation in this regard.
11. Document Retention. Client is entitled upon written request to any files in
our possession relating to the legal services performed by us for Client, excluding our
internal accounting records and other documents not reasonably necessary to your
representation, subject to our right to make copies of any files withdrawn by you. Once
your matter is concluded, we will close your file, and you will receive notice thereof.
Your physical files may be sent to storage offsite, and thereafter there may be an
administrative cost for retrieving them from storage. Thus, we recommend that you
request the return of your file at the conclusion of your matter. Please be advised that
the firm will destroy Client's files at three years after this matter is closed, unless other
arrangements are made with Client, and Client hereby authorizes the firm to do so.
The firm and the Client agree that all Client-supplied materials and all attorney
end product (referred to generally as "client material") are the property of the Client.
Attorney end product includes, for example, finalized contracts, pleadings, and trust
documents. The firm and the Client agree that attorney work product is the property of
the firm. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration
materials, including attorney-client correspondence and conflicts materials.
LA #4833-7502-5155 v1
Oliver Chi
March 19, 2009
Page 5
12. Fee Disputes. If a dispute between Client and Burke arises over fees or
other amounts charged to Client for services, the controversy will be submitted to
binding arbitration in accordance with the rules of the California State Bar Fee
Arbitration Program, set forth in California Business and Professions Code, Sections
6200 through 6206. The arbitrator or arbitration panel shall have the authority to award
to the prevailing party in such arbitration attorney's fees, costs and interest incurred.
Any arbitration award may be served by mail upon either side and personal service shall
not be required.
13. Termination of Representation. Client has the right to terminate Burke's
services upon written notice at anytime. Burke also has the right to terminate this
engagement to Client upon written notice in the event Client fails to make any payment
when due, or to cooperate on a reasonable request, or in the event that Burke
determines, that to continue services to Client would be unethical, impractical, or
improper.
14. Notices. Any notices required under this agreement shall be in writing and
shall be deemed to have been duly served if delivered in person to the party for whom it
is intended or if delivered at or sent by registered or certified mail, or overnight courier
service with signature required from the receiving party, to the residential or business
address of the party for whom intended, provided that notices to Client may be sent to
Client's last known address as shown on Burke's records.
15. Miscellaneous. The effective date of this agreement shall be retroactive to
the date Burke first performs services for Client. This agreement shall be governed by
the laws of the State of California, without regard to the doctrine of conflicts of law. The
terms of this engagement agreement are not set by law but are the result of negotiation
between the parties. Client has the right to consult with another attorney regarding this
agreement before signing it. This agreement constitutes the entire agreement between
the parties.
LA #4833-7502-5155 v1
BUi2KL, WILLIAMS SORT NSEN, Ll 11
Oliver Chi
March 19, 2009
Page 6
We are pleased that the City, HDC and the CDC have decided to retain our firm
and we look forward to serving you. Please contact Joe Montes or the undersigned if,
at anytime, you have questions.
Very truly yours,
BURKE, WILLIAMS & SORENSEN, LLP
PARTNER
I/we have read and understand the
as of March 24, 2009.
terms and provisions and agree to same
CITY OF ROSEMEAD
By:
Its:
Date:
ROSEMEAD HOUSING DEVELOPMENT CORPORATION
By:
Its:
Date:
LA #4833-7502-5155 v1
131 JRKF. WII LIVW, F. ;<;ItFhJ LhJ LLI'
Oliver Chi
March 19, 2009
Page 7
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
By:
Its:
Date:
LA #4833-7502-5155 v1
BIII KF \YVII I IAM'..k. ;000N;LN. FLf
Oliver Chi
March 19, 2009
Page 8
Exhibit A
per hour
Partners 1 $235 per hour, 12 years or
$255 per hour, 13 to 20 years
$275 per hour, 21 years or more
Associates $175 per hour, 1" year
$185 per hour, 2"d year
$195 per hour, 3`d year
$205 per hour, 4th year
$215 per hour, 5th year
$220 per hour, 6th and above
Paralegals/Law Clerks $135 per hour
LA #4833-7502-5155 v1