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HomeMy WebLinkAbout14-24RESOLUTION 14-24 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING A LEGAL SERVICES AGREEMENT WITH REDWOOD PUBLIC LAW, LLP TO PROVIDE FOR CONTINUED CITY ATTORNEY AND SPECIAL COUNSEL LEGAL SERVICES BY STEVE MATTAS, CLAIRE LAI AND THE TEAM OF ATTORNEYS THAT CURRENTLY PROVIDE THOSE SERVICES TO THE TOWN OF LOS ALTOS HILLS AND APPROPRIATE $40,000 FROM UNRESERVED GENERAL FUND TO GET THROUGH THE END OF THE FISCAL YEAR WHEREAS, Steve Mattas has served as City Attorney for the Town of Los Altos Hills ("Town") since August 31, 2002, through a contract between the Town and Meyers Nave, PLC; and WHEREAS, Steve Mattas and the team of attorneys that he works with have advised the Town that they will be joining Redwood Public Law effective on March 15, 2024; and WHEREAS, the City Council desires to continue to have Steve Mattas serve as City Attorney and also desires to have the other attorneys at Redwood Public Law, LLP continue to serve the Town through the provision of City Attorney general counsel and special counsel services; and WHEREAS, by approving the contract and scope of the work, the Town complies with Section 2-4.04(c) of the Town's Municipal Code which states that "the skill, ability, and expertise of the entity or person performing those services" is a key component in the selection process. It also states that "[t]he services selection should therefore be on the basis of demonstrated competence, overall value to the Town, and on the professional qualifications necessary for the satisfactory performance of the services required."; and WHEREAS, the proposed contract with Redwood Public Law, LLP contains the same retainer and hourly rates that are currently charged to the Town for City Attorney general and special counsel services; and WHEREAS, an appropriation of $40,000 is needed from the general fund reserve for legal services through the end of the Fiscal Year. NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills as follows: Section 1. The foregoing recitals are true and correct and are hereby incorporated by reference. Section 2. The City Council hereby approves the legal services agreement with Redwood Public Law, LLP, attached hereto as Exhibit 1, for City Attorney general and special counsel services and designating Steve Mattas as City Attorney, and authorizes the City Manager to sign the agreement on behalf of the Town. Section 3. This resolution shall take effect immediately upon its adoption. Resolution 14-24 PASSED AND ADOPTED by the City Council of the Town of Los Altos Hills at a regular meeting thereof held on the 21 st day of March 2024 by the following called vote: AYES: Mok, Schmidt, Swan, Tankha, Tyson NOES: None ABSENT: None ABSTAIN: None Stanley M a r Attest: e "1 r LC.l1� ka Birdsong -Miller, Clerk Resolution 14-24 AGREEMENT FOR CITY ATTORNEY SERVICES BETWEEN THE TOWN OF LOS ALTOS HILLS AND REDWOOD PUBLIC LAW, LLP This Is an Agreement for Legal Services entered into by and between the TOWN OF LOS ALTOS HILLS hereinafter referred to as "TOWN" and REDWOOD PUBLIC LAW, LLP, hereinafter referred to as "REDWOOD," 1, Legal Services to be Provided. TOWN hires REDWOOD to provide legal services as counsel to the TOWN. As requested by the TOWN, such duties shall include preparation and review of ordinances, contracts, leases, resolutions and other documents of legal import; attendance at all TOWN Council meetings, and at Planning Commission and staff meetings as requested; rendition of legal opinions and advice on matters of TOWN business; representation in litigation to which the TOWN is a party; and such other duties or services generally performed by a general counsel and necessary to assi—st the TOWN In achieving its goals in a sound legal manner, . 2. Appointment of City Attorney. TOWN, by and through its TOWN Council does hereby designate Steve Mattes as City Attorney of the Town of Los Altos Hills. Mr. Mattes will serve as the primary resource for the TOWN and will either provide or coordinate and supervise the provision of all legal services, Claire Lai will serve as the primary Assistant City Attorney, The City Attorney may designate additional Assistant City Attorneys to assist the City Attorney. 3, Legal Fees, TOWN shall pay REDWOOD $13,465 per month for basic general counsel services as defined herein. This amount shall be inclusive of photocopy, postage, fax and travel costs for travel to and from City Council and Commission meetings related to those basic general counsel services, Such basic general counsel services include the following: (1) Attend all regular and special meetings of the City Council, City Council study sessions, and certain Planning Commission meetings as necessary. During those meetings, provide advice and opinions with respect to all legal matters; (2) Attend meetings of other boards, committees or staff of the Town as deemed necessary and appropriate, or as requested by the City Council or City Manager, at which time provide advice and opinions with respect to all legal matters; (3) Provide legal advice, consultation and training to the City Manager and the Town staff regarding Town operations and policies to minimize risks and potential liability, thereby protecting the fiscal interests of the Town and improving the delivery of municipal services; (4) Provide research, preparation or review of ordinances, resolutions, agreements and contracts, budgets, written opinions and advice letters, emails, agendas and other documents pertaining to Town business, and examine for legal sufficiency all documents that Town staff may submit for review including, but not limited to Town services, elections, land use, open meeting laws, code enforcement, public records, health and safety, and legislative procedures; (5) Provide legal services required in connection with (a) the routine acquisition of land or easements, (b) property disposals, (c) public improvements, (d) easement dedications, (e) right-of-way abandonment, (f) enforcement of Town Codes, and (g) land use, zoning regulations and building standards except where such services are part of land use cost recovery as set forth in the Special Services section; (6) Advise the City Council, agents and Town staff on all general legal matters pertaining to the Town, including the enforcement and interpretation of State and local laws and codes, The City Attorney shall use good faith efforts to provide routine legal advice and consultation to Town staff on a "same day" basis via email, telephone, or in- person meetings, or correspondence; (7) Render advice and assistance in the administration of the Town's general liability risk management and insurance programs; (8) Keep the Council and City Manager informed of the status of all litigations involving the Town; Provide written opinions when requested by City Manager or Council members; (9) Provide consultation with individual City Council members on questions regarding Town legal matters; (10) When approved by the City Council or City Manager, communicate with members of the public and/or press regarding Town operations and activities of a legal nature; (11) Hire and supervise activities of any legal counsel for matters requiring specialized skills or when a conflict of interests exists and makes the City Attorney' s representation of the Town inappropriate, For specialized legal services including labor and personnel issues, telecommunications issues, enterprise fund work (e,g, sewer and storm water), and special services beyond the level of basic general counsel services set forth herein and as approved by the City Manager or City Council, TOWN will pay REDWOOD $370 per hour for attorneys. For legal work associated with land use applications or sewer reimbursement agreements which are subject to cost recovery by the Town, and all litigation, except tort litigation coordinated through ABAG, TOWN will pay REDWOOD $440 per hour for Senior Partners and Senior Of Counsel, $400 per hour for Partners, Of Counsel, and Associates, Paralegal work associated with these specialized services will be billed at the rate of $185 per hour. REDWOOD will not charge for travel time from our office to the Town for regular City Council meetings, All other travel time will be billed at one-half of the hourly rate for that service. TOWN shall reimburse REDWOOD for the actual costs of third -party expenses incurred by REDWOOD such as expert witness fees, deposition and court reporter fees, and electronic legal research fees. TOWN shall also pay REDWOOD an overhead charge of three (3) percent of each Special Counsel, Land Use and Sewer Reimbursement Agreement Cost Recovery or Litigation services invoice to cover the costs Incurred by MEYERS NAVE for photocopy, fax, delivery charges and postage expenses for those matters. 4, Annual Performance Evaluation, On an annual basis, the City Council, with input from the City Manager, shall review and evaluate the performance of the City Attorney, Steven Mattas, which may include input to Mr. Mattas on the performance of other attorneys in the firm who have performed services for the TOWN during the year, 5. Statements. REDWOOD shall bill the TOWN monthly on or about the end of the month for fees and costs incurred. Services shall be separately.stated as time, date and particular services rendered, REDWOOD will provide the City Manager with additional information as he/she/they deem necessary on an on-going basis to provide the TOWN with information regarding current legal costs and anticipated legal costs for the remainder of the fiscal year. 6. Discharge and Withdrawal, TOWN may discharge REDWOOD at any time upon thirty (30) days' written notice to REDWOOD, REDWOOD may withdraw with TOWN's consent or in the absence of such consent at any time following thirty days' written notice. 7. No Guarantee, REDWOOD agrees to provide conscientious competent and diligent services and at all times will seek to achieve solutions which are just and reasonable, However, because of the uncertainty of legal proceedings, the interpretation and changes in the law and many unknown factors, REDWOOD cannot and does not warrant, predict or guarantee results or the final outcome of any case or matter, 8. Assignment of Agreement, ement, REDWOOD shall not assign or transfer any interest In, nor delegate any duties thereof in this Agreement, without the prior express written consent of the TOWN, 9, Independent Contractor. REDWOOD hereby declares that it is engaged in an independent business and agrees to perform said services as an independent contractor and not as the agent, servant or employee of the TOWN. REDWOOD agrees to be solely responsible for its own matters relating to payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters, REDWOOD agrees to be solely responsible for its own acts and those of its subordinates and employees during the life of this Agreement, 10. Conflicts of Interest, REDWOOD's legal practice is almost exclusively devoted to representing public agencies, some of which are public agencies within Santa Clara County including VTA. With the exception of those public agencies within'Santa Clara County that we presently represent, REDWOOD covenants that it does not have any existing clients that would create any potential conflict in any manner or degree with the performance of the services hereunder. With regards to those public agency clients in Santa Clara County that we presently represent, TOWN and REDWOOD agree that in the event of a potential conflict of interest TOWN will waive the conflict as long the conflict does not involve a lawsuit or dispute between the TOWN and the other public agency, TOWN may, if the TOWN desires, retain separate counsel to represent the TOWN in any matter involving a potential conflict of interest. 11. Indemnification, REDWOOD shall indemnify, defend, and hold harmless TOWN, its officers, employees, agents, and volunteers harmless from and arising out of any personal injury, bodily injury, loss of life, or damage to property or any violation of any federal, state, or municipal law or ordinance, or other cause in connection with the negligent or intentional acts or omissions of REDWOOD, its employees, subcontractors, or agents, or on account of the performance of character of this work, except for any such claim arising out of the negligence or willful misconduct of the TOWNIAGENCY, its officers, employees, agents or volunteers. Acceptance of Insurance certificates and endorsements required under this Agreement does not relieve REDWOOD from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages, 12. licenses, REDWOOD shall be responsible for any licenses required to perform services under this Agreement. 13, Professional Insurance. During the term of this Agreement, REDWOOD shall maintain general liability and property damage insurance inclusive of automobile liability in the amount of at least $1,000,000 per occurrence and $2,000,000 aggregate, professional errors and omissions Insurance, In an amount of at least $2,000,000 per occurrence and $4,000,000 aggregate, and Workers Compensation and Employer's Liability insurance as required by California law, which insurance may not be canceled or reduced in required limits of liability unless at least thirty (30) days In advance written notice be given to TOWN. Proof of coverage, Including evidence that the Town of Los Altos Hills, its elected officials, officers and employees are included as additional Insured, shall be provided to TOWN, 14. C nolusion of Services, When REDWOOD's services conclude, all unpaid charges shall become immediately due and payable. After REDWOOD's services conclude REDWOOD will, upon TOWN's request, deliver TOWN's files to TOWN, along with any TOWN funds or property In REDWOOD's possession, 15. Effective Date, The Agreement shall be effective on March 15, 2024. 16. Applicable Law and Attorney's Pees. This Agreement shall be construed and enforced in accordance with the laws of the State of California, Should any legal action be brought by a party for breach of this Agreement or to enforce any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, court costs or other costs as may be fixed by the court. TOWN 013-69" 08 -MILLS Dated; ml--aq 2 By. -'T Peter Pirnejed, City Manager Approved as to form; ounsel far Town of -o Altos Hills REDWOOD PUBLIC LAW, LLP Dated: May 9, 2024 By:� Steve Mattas