HomeMy WebLinkAboutStaff Report 7/11/2012 a
AGEN JF�A
PETALUMA OVERSIGHT BOARD
TO THE SUCCESSOR-AGENCY OF THE FORMER
PETALUMA COMMUNITY DEVELOPMENT COMMISSION
Wednesday, July 11, 2012 :9:00 A.M.
Petaluma City Hall: Council Chambers
11 English Street; Petaluma, CA 94952
(707)'778-4549 / Fax (707) 778-4586
1. ROLL CALL:
Grant Davis; Scott Duiven; Mike Healy; Steve Herrington;-Kate Jolley; David Rabbitt;
John Scharer
2. APPROVAL OF MINUTES:
A. Approval of Minutes of the Regular Meeting of the Oversight Board to the Successor
Agency of the Former Petaluma Community Development Commission of Wednesday, May
9, 2012.
3. PUBLIC COMMENT: The Board will hear public comments only on matters over which it
has jurisdiction. There will be:no Board discussion or action. The'Chair will allot no more
than three minutes to any individual. If more than three persons wish to speak, their time
will be allotted so that the total amount of time .allocated to this agenda item will be 15
rn mutes.
4: PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES:
A. Adopt resolution authorizing the execution of a legal services agreement between the
Oversight Board and Reline Sloan Holtzman Sakai.LLP. (Alverde)
5. NEW'LEGISLATION REGARDING REDEVELOPMENT DISSOLUTION
A. Receive staffs update of recently passed Assembly Bill 1484 providing new procedures
for dissolving redevelopment agencies. (Alverde)
Page 1
6. CALIFORNIA DEPARTMENT OF FINANCE RESPONSE TO PETALUMA
RECOGNIZED.OBLIGATION PAYMENT`SCHEDULE:
A.Receive staffs update regarding status of Department of Finance.re,view of Petaluma
Recognized Obligation Schedule and provide staff direction (Alverde)
7. ADJOURNMENT
For accessible meeting information,
please call (707) 778-4360 or
TDD (707) 778-4480
In accordance with the Americans with Disabilities Act, if,you require special assistance to participate in this
meeting, please-contact the.City Clerk's Office at(707) 778-4360,.( voice).or (707) 778-4480 (TDD). Translators,
American Sign-Language interpreters, and/or assistive listening devices for individuals with hearing disabilities will
be available upon.request. A.minimum of 48 hours'is:;needed to ensure the availability of translation services. In
consideration of those with multiple chemical.sensitivities or other environmental illness, it is requested that you
refrain from wearing, scented' products. The City Clerk hereby certifies that this agenda has been posted in
accordance with the requirements of the Government Code.
Please Note: In accordance with Government Code §54957:5, any materials of public,record elating to an agenda
item for a regular meeting of the Petaluma Oversight Board thu an. provided to a majority of the members less
than 72 hours before the meeting will be made available at the City Clerk's Office, I I English Street during normal
business hours. Materials=of public record that are distributed during the meeting shall be made available for public
inspection at the meeting-if.prepared by the Cityor a member of its legislative/advisory body, or the next business
day after the meeting if prepared by some other,person.
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Page 2
May 9, 2012 Vol. X, Page 1
Petaluma, California
OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF'THE FORMER
PETALUMA COMMUNITY DEVELOPMENT COMMISSION
1 Draft Minutes
2. Wednesday, May 9, 2012
3 Regular Meeting •
4
5
6 CALL TO ORDER - 9:00 A.M.
7
8 1. Roll Call
9
10 Present: Scott Duiven; Mike Healy; Steve Herrington; Kate Jolley;
11 David Rabbitt:John Scharer
12 Absent: Grant Davis
13
14 2. APPROVAL OF MINUTES
15
16 A. Approval of Minutes of the Regular Meeting of the Oversight Board to the
17 Successor Agency of the Former Petaluma Community Development
18 Commission of Wednesday, April 25, 2012.
19
20 MOTION: Approve A. Minutes of the,Regular.Meeting of the Oversight
21 Board to the Successor Agency of the Former Petaluma Community
22 Development Commission of Wednesday;April 25, 2012, as presented.
23
24 Moved by Steve Herrington,.with John Scharer seconding the motion.
25
26 Vote: Motion carried 6-0
27
28 Yes: Scott Duiven; Mike Healy; Steve Herrington;
29 Kate Jolley; David Rabbitt;John Scharer
30 No: None
31 Abstain: None
32 Absent: Grant Davis
33
34 3. PUBLIC COMMENT
35
36 None.
37
38
Vol. 1, Page 2 May 9,2012
1 4. AUTHORIZE THE TRANSFER OF HOUSING ASSETS
2
3 A. AdoptPetaluma Oversight Board Resolution 2012-04`Directing the
4 Successor.Agency to Transfer Affordable Housing Assets to the
5 Successor Housing Agency. (Alverde)
6
7 .Ingrid Alverde
8
9 Mike Healy
10
11 John Scharer
12
13 Ingrid Alverde
14
15 MOTION: Adopt A. Petaluma Oversight Board Resolution 2012-04
16 Directing the Successor Agency to Transfer Affordable Housing.Assets to
17 the Successor Housing Agency,amended to include an attachment to the
18 resolution listing those assets:
19
20 Moved by John Scharer, with Scott Duiven seconding the motion:
21
22 Vote: Motion carried 6-0
23
24 Yes: Scott Duiven;Mike Healy; Steve Herrington;
25 Kate Jolley; David Rabbitt; john Scharer
26 No:. None
27 Abstain: None
28 Absent: Grant Davis
29
30 S. OVERSIGHT BOARD LEGAL REPRESENTATION
31
32 ' A. Staff Presentation to Discuss Oversight Board Legal
33 Representation. (Alverde)
34
35 Ingrid Alverde
36
37 Mike Healy
38
39 David Rabbitt
40
41 Ingrid Alverde
42
43 Steve Herrington
44
45 Mike Healy
46
May 9, 2012 Vol. X, Page 3
1 Steve Herrington
2
3 Mike Healy
4
5 Ingrid Alverde
6
7 Mike Healy confirmed that there was direction to staff to solicit proposals
8 for Oversight Board legal representation from three firms.
9
10 6. ECONOMIC DEVELOPMENT BUDGET
11
12 A. Staff Presentation to Discuss the Petaluma Economic Development
13 Program. (Alverde)
14
15 Ingrid Alverde
16
17 Chair Healy
18
19 Ingrid Alverde
20
21 Mike Healy
22
23 Ingrid Alverde •
24
25 Steve Herrington
26
27 Mike Healy
28
29 7. APPROVAL OF SUCCESSOR AGENCY BUDGET AND REVIEW. DISCUSS, CONSIDER
30 AND APPROVE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE
31 PERIOD JULY 1 - DEC 31. 2012 (ROPS#2)
32
33 A. Adopt Petaluma Oversight Board Resolution 2012-05 Approving the
34 ROPS and the Successor Agency Administrative Budget.
35 (Alverde/Castellucci)
36
37 Mike Healy
38
39 Ingrid Alverde
40
41 Chair Healy
42
43 Steve Herrington
44
45 Ingrid Alverde
46
Vol. 1, Page 4 May 9, 2012
1 Mike Healy
■
2
3 Ingrid Alverde
4
5 Mike Healy
6
7 MOTION:Adopt A. Petaluma Oversight Board Resolution.2012-05
8 Approving the BOPS and the'Successor Agency Administrative Budget.
9
10 Moved by John Scharer, with Kate Jolley seconding the motion.
11
12 Vote: Motion carried 6-0
13
14 Yes: Scott Duiven; Mike Healy; Steve Herrington;
15 Kate Jolley; David'Rabbitt; John Scharer
16 No: None
17 Abstain: None
18 Absent: Grant Davis
19
20 Ingrid Alverde
21
22 8. ADJOURNMENT
23
24 The meeting was adjourned at 9:25 a.m.
25
26
27
28
29
30
31
32
33 Mike Healy, Chair
34
35 ATTEST:
36
37
38
39
40 Claire Cooper, Recording Secretary
41
42
43
44
45
46
47
Item #4
Oversight Board to the Successor Agency
of the Dissolved
Petaluma Community Development Commission
DATE: July 11, 2012
TO: Members of the Oversight Board
FROM: Ingrid Alverde, Economic & Redevelopment Manager
SUBJECT: Consideration of Proposed Professional Services Agreement for Oversight Board
Legal Representation
RECOMMENDATION
It is recommended that the Petaluma Oversight Board (Board) adopt the resolution authorizing
the Oversight Board to execute a proposed professional services agreement for Oversight Board
legal services (Attachment 1).
BACKGROUND
The Board discussed the need for legal representation independent of the Petaluma Successor
Agency to the former Petaluma Community Development Commission (Successor Agency) at its
May 9, 2012 meeting. They agreed that so long as they were in agreement with Successor
Agency proposals, they did not need independent legal counsel. However, the Board also
agreed to consider hiring an attorney to represent the Board if needed.
DISCUSSION
Staff solicited and received three proposals from experienced redevelopment attorneys
qualified to represent the Board (Attachment 2). Staff interviewed each attorney and sought
public agency references to help identify the.best attorney: Staff recommends David Kahn with
Renne Sloan Holtzman Sakai LLP. David Kahn provides extensive redevelopment experience
and has recently represented the Healdsburg Oversight Board. He received the strongest
positive recommendation from public agency.references. Staff proposes the attached contract
(Attachment 3) if the Board chooses to hire independent legal counsel.
ATTACHMENTS
1. Resolution authorizing the Oversight Board to execute a professional services
agreement
2. Legal Services Proposals'
3. Professional Services Agreement between the Oversight. Board and Renne Sloan
Holtzman Sakai LLP.
RESOLUTION NO.
A RESOLUTION OF THE OVERSIGHT BOARD:TO THE SUCESSOR AGENCY OF
THE DISSOLVED PETALUMA COMMUNITY DEVELOPMENT COMMISSION
(SUCCESOR AGENCY) AUTHORIZING THE EXECUTION OF A PROFESSIONAL
SERVICES AGREEMENT BETWEEN THE OVERSIGHT'BOARD AND RENNE
SLOAN HOLTZMAN SAKAI LLP FOR OVERSIGHT BOARD LEGAL SERVICES
WHEREAS, the Oversight Board to thei Successor Agency to the dissolved
Petaluma Community Development Commission has been appointed pursuant to the
provisions of Assembly Bill x1 26 (the 'Dissolution Act) and more particularly Health &
Safety Code Section 34179; and
WHEREAS, on,May9,:2012; the Oversight Board directed its staff ("Staff") to
identify a qualified attorney to represent the Oversight Board independently from the
Successor Agency; and
WHEREAS, Oversight Board staff requested and reviewed qualifications to
select qualified legal counsel for the Oversight Board; and
WHEREAS, staff recommends Renne Sloan Holtzman Sakai LLP (Consultant) to
provide legal services to the Oversight Board; and
WHEREAS, Consultant is a law firm that is qualified in the area of the California
Redevelopment Law, the Dissolution Act, general municipal law, and other federal and
state laws relating to state and local government law and possesses professional skills
with respect to interpreting such laws and representing the Oversight Board as legal
counsel relating to the Dissolution Act; and
WHEREAS, Health and Safety Code section 34179(o) authorizes the Oversight
Board to contract with public or private agencies for administrative support; and
WHEREAS, staff has attached a draft Professional Services Agreement
("Agreement") for Oversight Board review (Exhibit A); and
WHEREAS, under the Dissolution Act, the costs to be funded by a successor
agency must be identified on the Recognized Obligation Payment.Schedule ("ROPS")
for each six-month fiscal period, and reviewed by State Department of Finance ("DOF")
before funds will be disbursed to the Successor Agency by the County Auditor-
Controller from the Redevelopment Property Tax Trust Fund ("RPTTF"); and
WHEREAS, the City of Petaluma general fund is neither available nor adequate
and is not and shall not,be expended or committed, expressly or impliedly; by the
Oversight Board entering into this Agreementwith Consultant; and
WHEREAS,the sole source of funds available to pay for legal services provided
by Consultant to the Oversight Board is and shall be limited to fundsrallocated to the
L 1:
Successor Agency either as a separate item listed on a ROPS or as a part of the
Successor Agency's administrative budget; and
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WHEREAS; in no event shall the funds available for this contract exceed the
amount set forth herein for and during each six-month fiscal period of each ROPS
prepared.by Successor Agency and thereafter as reviewed and approved by the
Oversight Board and the DOF; and
WHEREAS, the Petaluma ROPS (July 1, 2012 through December 30, 2012),
approved by the'State Department of Finance, includes a line item to pay up to $25,000
for attorney services.
NOW, THEREFORE:BEIT RESOLVED THAT,
1. The Oversight Board authorizes its Chair to execute the .Agreement with
Consultant for legal services to the Oversight Board, substantially on the terms
and conditions as identified in Exhibit,A.
2. The Oversight Board authorizes Staff to take such other and further actions as
necessary to implement the intent of tfis,Resolution.
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-2-
EXHIBIT A
PROFESSIONAL SERVICES.AGREEMENT
FY Fund# Ezp.Acct.# Project# Amount$
For multi-year contracts or Contracts with multiple accounts:
FY Fund# Exp.Acct.#_ Project# Amount$_
FY_ Fund# Exp.Acct.# Project# Amount$
.Find# Exp.Acct.# Project-# Amount$
FY Fund:# _ Exp.Acct.# Project# Amount$
FY ,Fund# Exp.Acch.4 Project# Amount$
THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is entered into and effective as
of July 11, 2012 ("Effective,Date"), by and between the Oversight Board to the Successor Agency
of the dissolved Petaluma Coinmunity Development Commission, a local entity for specified
purposes ("Oversight Board") and Renne Sloan Holtzman Sakai LLP, an attorney firm
("Consultant") (collectively, the "Parties").
WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing
professional services to the Oversight Board under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows:
1. Services. Consultant shall provide the services as described in and in accordance with the
schedule set forth in Exhibit"A" attached hereto and incorporated herein("Services").
2. Compensation; Business 'f ax.Certificate.
A. For the full performance iof the Services as described herein, Consultant shall be
compensated in accordance with the rates specified in Exhibit A.
B. Consultant shall detailed,monthly invoices reflecting all services performed
during the preceding month, and including a revised schedule for performance and
additional documentation requested by Oversight Board, as applicable.
C. Consultant shall be compensated for services in addition to those described in
Exhibit A, only if Consultant and Oversight Board execute a written,amendment to
this Agreement describing the additional services to be performed and the
compensation:to be paid for such services. Inno case shall the total compensation
under this Agreement exceed $25 000 without prior written authorization of the
Oversight Board. Further, no compensation for a section or work program
component attached with a specific budget shall be exceeded without prior written
authorization of the Oversight Board.
D. Notwithstanding any provision herein, Consultant shall not be paid any
compensation until such time as Consultant has on file with the City of Petahuna's
Finance Department current information requested on the "Vendor Information"
form available from City of Petaluma, and has obtained a currently valid Petaluma
business tax certificate.
.
EXHIBIT A
E. The obligation to pay compensation,to'Consultant as provided herein is contingent
upon Consultant's performance^of the Services pursuant to the terns and conditions
of this Agreement and any amendments thereto.
F. Under the Dissolution Act (Assembly Bill xl 26), the Oversight Board does not
have a budget for legal set-vices:or other administrative support. .A successor agency
shall pay for all costs of-meetings of its oversight board and may,include such costs
in its administrative budget All costs to be.funded by a.successor agency;must be
identified on a Recognized Obligation Payment Schedule CROPS") for each six-
month fiscal period, and approved by the Oversight Board and the State
Department of Finance ("DOE") before funds will be disbursed to the Successor
Agency by the County-Auditor-controller from the Redevelopment Property Tax
Trust Fund ("RPTTF").
G. The City of Petaluma'§ general fund is°neither<available.noradequate and is not and
shall not be expended or committed, expressly or iruplicdly, by the Oversight Board
entering into this Agreement with°Consultant. The sole source of monies that may
be available to pay for legal services provided by Consultant to the Oversight Board
is and shall be limited to monies allocated to the Successor Agency either as a
separate item listed on a ROTS or as a part of the Successor Agency's
administrative budget. In no event shall the amount exceed the amount set forth
herein for the period July through December, 2013, or exceed the applicable amount
for each subsequent six-month period as set forth on a. h ROPS prepared by
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Successor Agency and approved by the Oversight Board and the DOE
3. Term. The term of this Agreement commences on the Effective Date, and terminates'.on
June 30, 2013, unless sooner terminated in accordance with Section 4. Upon termination, •
any and all of Oversight Board's documents.or materials provided to Consultant and any
and all of the documents or materials prepared for Oversight Board or relating to the
performance of the Services, shall be delivered to'the Oversight Board as 5ooh.a possible,
but not later than fourteen (14)days after termination of the Agreement.
4- Termination. Oversight Board may terminate this Agreement without cause upon ten (10)
days' written notice. Oversight Board may immediately terminate or suspend this
Agreement for cause. Cause for immediate termination or suspension shall include, but not
be !milted to, any breach of this Agreement by Consultant or Consultant's bankruptcy or
insolvency. Upon receipt of notice of termination or suspension for cause, Consultant,shall
immediately stop all work in progress under this Agreement. In the event of early
termination of this Agreement by Oversight Board, Consultant shall be entitled to payment
for all Services performed to the date of termination to the extent such Services were
performed to the satisfaction of Oversight Board in accordance with the terms and
conditions of this Agreement ]f Oversight.Board :terminates this Agreement for cause,
Consultant shall be liable to Oversight Board for any excess cost Oversight Board incurs for
completion of the Services.
5. Consultant's Representation; Independent Contractor. Consultant represents that
Consultant possesses distinct professional skills in performing the Services. Oversight
Board has relied upon said representation as a material inducement to enter into this
Agreement. Consultant shall, therefore, provide properly skilled professional and technical
personnel to perform all Services under this Agreement. It is expressly understood that
EXHIBIT A.
Consultant and its agents and employees, shall:ad in an independent-capacity and as an
independent contractor and not as officers, employees,or agents of Oversight Board. This
Agreement shall not be construed as an agreement for employment.
6. Facilities and Equipment. Consultant shall,,at its sole cost and expense, furnish all
facilities and equipment that may be required for furnishing Services pursuant to this
Agreement. Oversight Board shall furnish to Consultant no facilities-or'equipment unless
the Oversight Board otherwise agrees in writing to provide the same.
7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in
effect at all tunes during the term of this Agreement:any licenses, permits or other such
approvals which are legally required for performing the Services.
8. Time. Consultant shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this Agreement.
9. Inspection. Consultant shall provide the Oversight Board every reasonable opportunity to
ascertain that the Services are being performed in accordance with the requirements and
intentions of this Agreement. All work done and materials furnished, if any, shall be
subject to inspection and/approval by the Oversight,Board. The inspection of such work
shall not relieve Consultant of any itsfobligations pursuant to this Agreement.
10. Progress Reports. Upon the Oversight Board's request, Consultant shall provide, in a
form acceptable to Oversight Board, written progress reports of all oral and written
observations, opinions, recommendations, analyses, progress and conclusions related to
Consultant's performance of the Services.
11. Confidentiality. In the..course of Consultant's employment, Consultant may have access to
trade secrets and confidential information, disclosure of which is protected or limited by
law. Consultant shall not directly or indirectly disclose or use any such confidential
information, except as required for the performance of the Services.
12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants
that it shall not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any -manner or degree with the performance of the Services hereunder. •
Consultant further covenants that in the performance iof this Agreement, it shall not employ
any subcontractor or person having such a conflict of interest. Consultant represents that no
one who has or will have any financial interest under the Agreement' is an officer or
employee of City. If such conflict of interest-arises during this Agreement or any extension,
Consultant will immediately advise Oversight Board;and Oversight Board,may, at its sole
discretion, immediately teiuunate this Agreement. Certain Consultants are subject to the
requirements,including the disclosure and reporting requirements, of the Oversight Board's
Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants
subject to the Oversight Board's Conflict of Interest Code include those whose work may
involve: making government decisions regarding approval or adoption of rates, rules, or
regulations, action on permits or other applications, authorization to enter into or modify
contracts, or approval of plans, designs; reports, or studies. Consultant agrees to comply
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EXHIBIT A
fully with all such requirements to the extent they apply to Consultant's performanceof the
Services.
13. Consultant No Agent. Except as Oversight Board may specify in writing, Consultant shall
have no authority, express or implied,'to act on behalf of Oversight Board in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied;pursuant to
this Agreement to bind Oversight Board to any obligation whatsoever.
14. Standard of Performance, Consultant shall perform all the Services, in a manner
consistent'with the standards of Consultant's profession. All instiuments of service of
whatsoever -nature;. which Consultant delivers to Oversight Board pursuant to this
Agreement, shall be prepared m a•substantial, workmanlike manner and conform to the
standards of Consultant's profession. All-such instruments of service shall becomethe sole
and exclusive property of Oversight Board upon delivery of the same.
15. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior Written consent of Oversight Board.
16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract
any portion,of performance of the Services without the prior written consent of Oversight
Board. Any such subcontractors shall be required to comply, to the,full,extent applicable,
• with the terms and.conditions of this Agreement, including but not limited to,`procuring•and
maintaining insurance coverage as required herein and which shall tame City as an
additional insured.
17. Compliance With All Laws. Consultant shall fully comply'with all applicable local, state
and federal rules;. laws, regulations.and ordinances pertaining to the performance of the
Services required hereunder, including but not limited to, the California Community
Redevelopment Law, , the Americans with Disabilities Act, and any laws and regulations
related to any copyright, patent, trademark or other intellectual,property right involved in
• performance of the Services. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the Services hereunder shall constitute a
material breach of this Agreement. To the extent that any other government agency or
entity provides compensation for any Services, Consultant shall comply with all rules and
regulations applicable to such fiscal assistance.
18. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall
comply,fully with all applicable requirements of Petaluma,Municipal Code, Chapter 8.36,
Living Wage(the "Living-Wage Ordinance"), as the same may be amended from time to
time. Upon the Oversight Board's request Consultant shall promptly provide to the
Oversight Board documents and information verifying Consultant's compliance with the
requirements of the Living Wage Ordinance, and shall Within fifteen (15) calendar days of
the Effective Date of this.Agreement, notify each;of its'affected employees as to,the amount
of wages and time off that are required to be provided to them pursuant to the Living Wage
Ordinance. The Acknowledgement and CertificatiomPursuant to City of Petaluma.Living
Wage Ordinance,attached to this Agreement as Exhibit C shall be a part of this Agreement
for all purposes, and Consultants that,are subject to Living Wage Ordinance requirements,
as deterrnihed'by the City, must provide a properly,completed Exhibit C in accordance with
EXHIBIT A
the requirements of the Living Wage Ordinance. Consultant's noncompliance with the
applicable requirements of the Living Wage Ordinance shall constitute cause for Oversight
Board's termination of this Agreement pursuant to Section 4 hereof.
19. Discrimination. During the performance of this Agreement, Consultant shall not
discriminate-against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry,gender, sexual orientation, age or physical or mental
disability in violation of any applicable law.
20. Notice. Except as otherwise specified in this Agreement,all;notices to be sent pursuant to
this Agreement shall be made in writing, and sent to the Parties at their respective addresses
specified below or to such other address as a Party may designate by written notice
delivered to the other Party in accordance with this Section. All such notices shall be sent
by:
(i) personal'delivery,in which case notice isueffectiveupon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on,receipt'if delivery is'confirrned by a retunr'receipt;
(iii) nationally recognized overnight,courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that(a) a duplicate copy of the notice is promptly delivered by
first-class or certified mail or by overnight delivery, or (b) a transmission report is
generated reflecting the accurate transmission thereof Any notice given by
facsimile shall:be considered to have been received on the next business day if it is
received after 5:00 p.m.recipient's time or on a nonbusiness day.
Oversight Board:
City of Petaluma
Post Office,Box.61
Petaluma,California.94953
Phone: (707)'778-4360
Fax: (707)778-4554
And:
Ingrid Alverde
City of Petaluma
P. O. Box 61
Petaluma, CA 94953
Phone: 707-778-4549
Fax: 707-778-4586
Email: ialverdeaci.petalmna.ca.us
Consultant: Renne Sloan Holtzman-Sakai LLP
350 S'ansome Street. Suite300
San Francisco, CA 94104
Phone: 415-678-3800
T
EXHIBIT A
Fax: 415-678-3838
Email: dkalnr @publiclawgroup.com
21. Ownership of Documents. All original papers, documents or computer material on disk or
microfilm,and copies thereof, produced as a result of this.Agreement, shall be the property
of Oversight;Board and may not be used by Consultant without the written consent of
Oversight'Board. Copies of'such documents or papers shall not be;disclosed to others
without the written consent of the Oversight Board or its•designated representative.
22. Indemnifitation. To the maximum extent by law, Consultant'lshall, at its own
expense, indemnify, defend with counsel acceptable to the Oversight .Board,; (which
acceptance will not be unreasonably withheld), and hold harmless Oversight Board and its
officers, officials, employees, agents and volunteers ("Indemnitees") from and(against any
and all lability, loss, damage, claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, civil penalties and Imes, expenses and costs
(including, without limitation, claims expenses, attorney's fees and costs and fees of
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litigation) (collectively, "Liability") of every nature, whether actual,-alleged or threatened,
arising out.of orin connection.with-the Services or Consultant's failure to comply with,any
of the terms of this Agreement,regardless of any fault or alleged faultof the'Indemnitees.
The Consultant's obligation to indemnify, defend and' hold harmless under this provision
shall not be excused because of the Consultant's inability to evaluate Liability, or because
the Consultant evaluates Liability and determines that the Consultant is not or may not be
liable. The Consultant must respond within.30 calendar days to any tender for defense rand
indemnity by the Oversight Board, unless the time for responding has been extended by an
authorized representative of the Oversight Board in writing: If the Consultant fails to
accept tender of defense and indemnity within 30 calendar days, in addition to any other
remedies authorized by law, so much of the money due or that may become due the
Consultant under this Agreement as shall reasonably be considered necessary' by the
Oversight,Board, may be retained by the Oversight Board until'dispositioh has been made
of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs.
first In the event that the Oversight Board must file responsive documents in a matter
tendered to Consultant;prior to Consultant's acceptance of tender, Consultant agrees to fully
reimburse all costs, including but not limited to attorney's fees and costs and fees of
litigation, incurred.by the Oversight Board in filing such responsive documents.
The Consultant waives any and all rights to express or implied indemnity against the
Indenmitees.concerning any Liability of the Consultant arising out of or imeonneetion with
the Services or Consultant's failure to comply with any of the terms of this Agreement.
Notwithstanding the foregoing, to the extent'this Agreement is a "construction contract" as
defined by California Civil Code Section 2783, as may be amended from time to time,
Consultant's duty to indemnify under this provision shall not apply when to do so would be
prohibited by California Civil Code Section 2782, as may be amended from time to time.
Notwithstandingthe foregoing, to the extent that the Services include design professional
services subject to California Civil Code Section 2782.8, as may be amended from time to
EXHIBIT A
time; Consultant's duty to indemnify shall only be to the-maximum extent permitted by j
California Civil Code;Section 2782.8.
23. Insurance. Consultant shall comply with the "Insurance;Requir•ements for Consultants" in
Exhibit B-1, attached •hereto and incorporated herein by reference. [Indicate attached
exhibit e.g., "B,I " "B-2," "B-3, " or "8-4. 1
24. Amendment. This Agreement may be amended only by-a written.instrument executed by
both Parties.
25. Litigation. If litigation ensues which pertains to the subject niatter of Consultant's services
hereunder, Consultant, tipoii'request from Oversight Board, agrees to testify,therein at a
reasonable and customary fee.
•
26. Construction. This Agreerlient is the product of negotiation and compromise on the part of
both Parties and that-the'Parties agree that, notwithstanding Civil Code Section 1654, any
uncertainty in the.Agreementshall not be construed against the drafter of the Agreement.
27. Governing Law;•Venue. This Agreement shall be enforced and interpreted under'the laws
of the State of California and the Oversight Board of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the•County'ofSonoma, State of California.
28. Non-Waiver. The Oversight Board's failure to enforce any provision of this Agreement or
the waivcr•thereof in a particular instance shall not be'construed as-a general waiver of any
part of such provision. The provision shall remain in full force and effect.
29. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
30. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be.cotisttued'to Create any benefit or right in any third party.
31. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out.of this Agreement through mediation prior to commencing litigation. 'the Parties shall
mutually agree upon the mediator and shall divide the costs of mediation equally.
32. Consultants Books and Records.
A. Consultant shall maintain any and all ledgers,books of accounts,invoices, vouchers,
canceled,checks,.and other records or documents evidencing or relating to charges
for services,or expenditures and disbursements charged to.the:Oversight Board for a
minimum period of three (3) years or for any longer period required by law, from
the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years or for
any longer period required by law, from the date of termination or completion of
this Agreement.
EXHIBIT A
C. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business.
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such documents
shall be provided to the Oversight Board for inspection at Petaluma City Hall when
it is practical:,to;do so. Otherwise, unless an alternative is mutually.agreed,upon, the
records shall be available at Consultant's address indicated for receipt of:notices in
#his,Agreement.
D. Where-Oversight Board has reason to believe that such records or,documents may
be lost or discarded due to dissolution, disbandment or termination'of Consultant's
business, Oversight Board may, by written request by any of the above-named
officers, require that custody of the records be given to the Oversight Board and that
the records and documents be maintained in Petaluma City Hall. Access to such
records and documents shall be,granted to any party authorized by Consultant,
Consultant's representatives, or Consultant's'successor in interest:
33. Headings. The headings used in this Agreement are for convenience only and are not
intended.to-affect the interpretation or construction'of'any provisionsher ein
34. Survival'. All obligations arising prior,to the termination or expiration of this Agreement
and all provisions of this Agreement allocating liability between Oversight Board and
Consultant shall survive the termination or expiration of this Agreement:
35. Entire Agreement. Tins Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties with respect to the
Services, and supersedes all prior.agreemehts or understandings, oral or written, between
the Parties in this regard.
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this document the day,
month and year:first above written.
OVERSIGHT BOARD CONSULTANT I
By CD KaLin
Chair Name
ATTEST: hcnu S� 1-L1 -yon. k • Q G
3tw.
Title
3 C Skv.,s . S . Su:ka 300
[Oversight Board] Clerk Address
APPROVED AS TO FORM: S 4,a, \['nt v,c0 t,o Cit I I t 1-I
City State Zip
'l 3; V l o o t► �a
Successor Agency Attorney Taxpayer I.D.,Nutnber
APPROVED:
Petaluma Business Tax Certificate Number
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
EXHIBIT A
•
Exhibit A
Scope of Work
On an as-needed basis, Consultant will perform a range of legal duties, which may include,but not
be limited to the following:
• Be present at Oversight Board Meetings
• Provide Brown Act and other legal,advice,as necessary and requested by the Board or by
staff
• Provide legal advice regarding Oversight Board member duties, responsibilities and
obligations
• Provide legal advice and consultation on issues and actions before the Oversight Board
• Provide legal advice and consultation to the Oversight Board regarding its relationship to
and role with the Successor Agency
• Provide legal opinions as requested by the Oversight Board on matters related to the duties
of that board
• Other duties as necessary within the scope of the Oversight Board
Rates
Consultant will be paid$285 per hour for work performed by David Kahn, not to exceed $25,000.
Paralegal work will be billed at$95 to $125 per hour. Travel time from San Francisco to Petaluma
will be billed on a flat rate of$270 per round trip.
Repayment for costs incurred under this agreement shall be limited to the,funds available to the
Successor Agency of the dissolved Petaluma Community Development CommissionAas identified
on the Recognized Obligation Payment Schedule,CROPS") for each six-month fiscal period,as
approved by the State Department of Finance ("DOF"): The City of Petaluma,general fund shall
not be expended or committed, expressly or:impliedly, by the Oversight Board`entering into this
Agreement with Consultant in no event shall the funds available for this contract exceed the
amount set forth herein for and during each six-month fiscal period of each ROPS prepared by
Successor Agency and thereafter as reviewed and approved by the Oversight Board and the DOE.
EXHIBIT A
Exhibit B
INSURANCE REQUIREMENTS
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall.have obtained all insurance required under::this paragraph and such insurance
shall have been approved by the City of Petaluma Attorney as to form and the City of Petaluma
Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear
either in the body of the insurance policies or as enddrserireiits'and shall specifically bind the
insurance carrier.
Consultant shall procure and maintain for the duration of the .contract all necessary insurance
against claims now and in the future for injuries to persons•orr,damages to property which may
arise from or in connection with the .performance of the Services by the Consultant, the
Consultant's agents,representatiives,.employees and subcontractors.
A. Minimum Scope of Insurance
Coverage shall-be at'cast as broad as:
L Insurance-Services Office Commercial General'Liabili,ty coverage:
a. Personal injury; -
b: Contractual-liability.
2. Insurance Services Office form covering'Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as :required by the State of California and
Employer's Liability Insurance.
4. Such other insurance coverages'and limits as may required by the City.
B. Minimum Limits of--Insurance
Consultant shall maintain limits.noless than: j
1. General'Liability: $,1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or
other form with a general,aggregate liability is used, either the general aggregate
limit shall-apply separately to this Agreement or the general aggregate limit
shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000' per accident for bodily injury and
property damage.
3. Employer's Liability: Bodily Injury by Accident-$1,000,000 each accident.
Bodily Injury by Disease,- $1,000,000 policy limit.
Bodily Injury by Disease-- $1,000,000 each employee.
4. Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the.City, either the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and;defense expenses.
.
EXHIBIT A
D. Other'Insucance'Provisions
The required general liability and automobile policies are to contain, or be endorsed
to contain the following provisions:
1. The City, it's. officers, officials, employees, agents and volunteers
are to be covered as Additional Insureds as respects: liability arising out
of activities performed by or on'behalf of the Consultant; products and
completed operations of the Consultant; premises owned, •occupied or used
by the Consultant; orautomobiles owned, leased, hired' or borrowed by the
Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to the City,;its officers, officials, employees, agents or
volunteers.
2. For any claims related to this project, the Consultant's insurance
coverageshall be primary insurance,as respects the City, its'officers,
officials, employus, agents;and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials; employees, 'agents or
volunteers shall be excess, of the Consultant's insurance and,slialf;not
contribute with it.
3. Any failure to comply with reporting or other provisions of the policies
including breaches of warranties:shall not affect coverage provided to the City,
its officers, officials,,employees, agents;or volunteers.
4. The Consultant's insurance shall applyy separately to each insured
against whom claim is made or'suit is brought except, with'respect to the
limits:of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by either party;
reduced in coverage or;in limits except;after thirty (30) days,'prior written
notice by certified mail,return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to
require all contractors;_subcontractors or others involved in any way with the
Seivices to do likewise.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a cunent A.M. Best's rating of no less
than A;VII:
F. Verification,of Coverage
Consultant shall-fiunish the City with original endorsements effecting coverage
required by tifis clause The endorsements are to be signed by person authorized by
that insurer to bind coverage on its behalf All endorsements are to be received and
approved by the City before the Services'commence.
EXHIBIT.A
EXHIBIT
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living Wage Ordinance ("Ordinance"),Petaluma Municipal Code Chapter
8.36, applies to certain service contracts,leasess, franchises and other agreements or funding
mechanisms providing financial assistance (referred to hereafter as an "Agreement") between
the City of Petaluma ("City") and/or the Petaluma Community Development.Conunussion
("PCDC")and contractors„lessees, franchisees, and/or recipients.of City and/or PCDC funding
or financial benefits ("covered entities").
Pursuant to Petaluma Municipal Code Section'8.36.120, as part of anybid, application or
proposal for any Agreement subject to the Ordinance, the covered entity shall:
• Acknowledge that the covered entity is aware of die Ordinance and intends to comply
with its provisions.
• Complete the Report of Charges, Complaints,Citations and/or Findings contained in
this Acknowledgement and Certification by providing information,including the date,
subject matter and manlier of resolution, if any;;of all wage,hour,collective bargaining,
workplace safety,environmental or consumer protection charges, complaints, citations,
and/or findings of violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing,
Division of Occupational Safety and I3ealth (OSHA),California Department of Industrial
Relations (Labor Commissioner),Environmental Protection Agency and/or National Labor
Relations Board,whichthave been filed or presented.to.the-covered entity within the ten •
years immediately prior to the bid, proposal, submission or request.
Pursuant to Petaluma Municipal Code Section!8.36.120, before the beginning of the term of any
covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each
covered entity shall certify-that its employees are paid,a;living wage that is consistent with
Petaluma Municipal Code Chapter 8.36.
By executing this.Acknowledgement and Certification,the covered entity (i) acknowledges that it
is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy
and completeness-of-information provided in the Report of Charges, Complaints,Citations
and/or Findings'contained herein, (iii) certifies that it pays its covered employees a-Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
Page 1 of 3
EXHIBIT A
this.Acknowledgement and Certification is authorized to bind the covered entity as to the
matters covered in this eledgment and Certification.
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D:
?CAW. SlbQn I'l4.1i2.1414,h J6• 46:. Date: 7 /3J1
Print Name of Covered'Entity/Business Capacity)
By \G,.);.0 KW h
mrin a ne) (Y
is/ kip tgnature)
Its (J, kY1ei
(Title/Capacity' of Authorized Signer)
Ir
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
Page 2"of 3
EXHIBIT A
REPORT OF CHARGES; COMPLAINTS, CITATIONS AND/OR,FINDINGS
PURSUANT TO PETALUMA MUNICIPAL CODEfSECTION 8.36.920
•
FOR EACH WAGE,HOUR,COLLECTIVE BARGAINING,WORKPLACE SAFETY,ENVIRONMENTAL
OR CONSUMER PROTECTION CHARGE,COMPLAINT,CITATION,AND/OR FINDING OF VIOLATION
OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT,INCLUDING BUT NOT
LIMITED TO THE CALIFORNIA DEPARTMENT OF;FAIR EMPLOYMENT AND H IOUSING,DIVISION OF
OCCUPATIONAL SAFETY AND I-IEALTH(OSI-IA),CALIFORNIA DEPARTMENT OF INDUSTRIAL
RELATIONS (LABOR COMMISSIONER,ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL
LABOR RELATIONS BOARD,WHICH:
• AFFECTS YOU ASA PROSPECTIVE CONTRACTOR;SUBCONTRACTOR,LESSEE,FRANCHISEE
AND/OR PARTY TO ANY CITY OF PETALUMA PETALUMA COMMUNH Y
DEVELOPMENT COMMISSION-FUNDED.AGREEMENT OR BENEFIT SUBJECT TO
PETALUMA MUNICIPAL CODE CHAPTER 8.36 (LIVING WAGE ORDINANCE),AND
• HAS BEEN FILED OR'PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR
TO THE BID,PROPOSAL,SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT
AND CERTIFICATION IS MADE.
PLEASE PROVIDE THE DATE,THE REGULATORY AGENCY OR COURT MAICLNG THE CHARGE
COMPLAINT,CITATION OR FINDING,THE SUBJECT MATTER AND THE MANNER OF RESOLUTION,
IF ANY,FOR EACH SUCH CHARGE COMPLAINT,CITATION OR FINDING.
IF NONE,PLEASE STATE"NONE": I\ `0'H\2.
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution,if any:
Expected resolution,if known:
June 2011 (iManage#1638697.2)
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
Page 3 of 3
Betsy Strauss
Attorney at Law
Mediation and Conflict Management
Professional Experience
Betsy Strauss, Attorney at Law 1997 through Present
Local government law and Mediation;
Representation of-cities and counties;
mediation of intergovermehtal disputes
Special Counsel League of California Cities 1997 through Present
Legislative analysis; public policy analysis
Housing, Land Use, and Municipal'Finance
Lecturer, Local Government Law 2001 through 2009
Boalt Hall School of Law UC Berkeley
City Attorney City of Rohnert Park, California 1999 through 2004
City Attorney City of Fairfield, California 1988 through 1997
City Attorney City of Napa, California 1981 through 1988
Education
B.A. in history from University of California at Berkeley
J.D. from University of California at Los Angeles
Certificate in Mediation from Pepperdine University school of Law
Awards
Public Lawyer of the Year Award from California State Bar - 1994
Recent Publications and Presentations
2006: Paper and Presentation on changes in density bonus law in California at
League of California Cities City Attorney's Conference (May 2006); Housing California
Annual Conference (May2006), and Community Redevelopment Agency Association
Legal Issues Symposium (August 2006).
2007: Proposition 218 Implementation Guide - 2007; Land Use and Climate Change
(October 2007)
2010: Proposition 26 Implementation Guide (League of California Cities)
2012: Presentation to City Attorneys Spring Conference (May 2012):
Redevelopment, Economic Development and Enterprise Zones Update
References available upon request
Law Offices of Craig Labadie.
50 Tara Road
Ol inda. CA 94563,
(925) 250-5424 [cell]
(925) 253-0838 [alfice]
labadielawegginallcoin
June 13. 2012
Ingrid Alverde
Redevelopment It Economic Development Manager
City of Petaluma
27 Howard Street
Petaluma, CA 949'2
RE: Proposal to Provide'Leaal.Services to Redevelopment Oversight Board
Dear Ms. Alverde:
Attached please find a copy of my resume, which details my 30+ years of
experience in the field of municipal Law. .including redevelopment. law. Prior to my
departure from the City of Concord in December 2011, 1 had served for eleven years as
the City Attorney, as well as General Counsel to the:Concord Redeyeloptiient Agency. In
that capacity. I provided day-to-day legal advice to ithe Redevelopment Agency and also
represented the Agency in numerous complex transhetions with the assistance of outside
redevelopment counsel.
In late March of this. year. I was retained to serve as legal counsel to eight
redevelopment Oversight Boards of varying sizes in San Mateo County, 'Ellis
representation has emailed regular attendance at Board meetings and proVision of advice
on a wide variety of legal questions arising from the. Redevelopment Dissolution Act.
ABIx26.
The following are my public agency references:
Jerry Rain iza
Burke, Williams,& Sorensen
Redevelopment Counsel
(310) 273-8780
jramiza62 bwslaw.com
Iris Yang
Best. Best & Krieger
Redevelopment Counsel
City Attorney: City of Paso Robles
(916) 325-4000
iris.yanubbklaw.com
Pamela Thompson
City Attorney, Cu ro of Redwood City
(650) 780-7200
pthompsoni,ipredwoodeilV.fini
If retained as legal counsel lorthe,Oyersight Board to the Successor•Aeency for
the former Petaluma Commumty Development Commission, my biflina•rate:wouid.he
5215 per hour. Please let me know if you have any questions or if you would like'uny
f i ther information.
Very truly yours.
R
CRA1Cr L: AD E
Attachment: Resume
CRAIG L"A BAD:I E
PROFESS.
ROFESS.I OVAL EXPERI EN CE
LAW OFFICES OF CRAIG LABADIE Current
Sole Practitioner
City Attorney for the City of Albany. Special Counsel to the City of Concord on issues
pertaining to the reuse planning and property disposition process for the former
Concord Naval Weapons Station, a closed military base. Counsel for Redevelopment
Dissolution Oversight Boards in Belmont, Foster City, Menlo Park, Millbrae, Pacifica,
Redwood City, San Bruno, and South San Francisco.
CITY;OFCONCORD 2000-2011
City Attorney
Served as the chief legal advisor to City Council, Redevelopment Agency, Concord
Naval Weapons Station Local Reuse Authority,'City Boards and .Commissions, and all
City :Departments. Represented the City and oversaw outside litigation counsel in
connection with liability claims and litigation, including municipal code enforcement
litigation. &bject matter areas included Brown Act-, Public Records Act, Political
Reform Act, municipal finance, public works; land use and environmental law,
redevelopment, labor and employment, military base closure; law enforcement, and
general municipal law.
As an officer and President of the City Attorneys Department within the League of
California Cities from 2004-07, I took an active leadership rdle.in numerouseducational
and advocacy efforts for our membership. Ongoing activities included planning of
educational =seminars, updating Municipal Law Handbook, and oversight of Legal
Advocacy Committee. Special initiatives;as President included drafting of ThePaple's
Business' A Guide to the.Califcrnia.Public Records Act, updating of Open and Public IV: A
Guide to the Ralph M. Brown Act, updating of guidebook on Proposition 218 (limits on
local fees, taxes and a secSments), and updating of guide to compliance with conflict of
interest laws.
M CDONOUGH, HOLLAND & ALLEN, Oakland, California 1989-2000
Shareholder, Public Law Department
City Attorney for the Cities of Mill Valley, Sausalito and Hercules
Acting City Attorney for the City of Novato
Special Counsel:for numerous Bay Area cities
Founding shareholder of Bay Area office for Sacramento-based firm representing local
public agencies. Areasrof specialization included general municipal law, land use and
environmental;law, open government laws, eminent domain, annexations,development
agreements, developer fees and exactions, inverse condemnation, public works,
redevelopment, and niuhidpal finance.
Frequent lecturer and author on land use and environmental law topicsfor various U.C.
Extension branches, as well as professional associations such as the League of California
Cities, local city attorney associations, and professional organizations for urban
planners.
MCCUTCHEN,.D,OYLE, BROWN & ENERSEN, Walnuttreek 1988-1989
Attorney, Land Use and Local Government Group
Represented cities and private sector clients on land use matters and related litigation.
Handled litigation involving land use initiatives, CEQA, development agreements,
general plans and housing elements. Negotiated development agreements and
provided advice'concerning CEQA compliance.
LEAGUEOF CALIFORNIA CITIES, Sacramento, California 1985-1988
Legislative Attorney
Represented cities before the California Legislature and state agencies on issues
pertaining to CEQA, environmental law; hazardous materials, land use housing, parks
and recreation and solid waste. Worked extensively with city council members,
planning commissioners, city managers, city attorneys, and planning directors:from
cities throughout California'iin connection with the League's legislative and educational
efforts. Provided staff support for League Policy Committees, City. Attorneys
Legislative;Committee, and Legal Advocacy-Committee.
RuTAN & TUCKER,;Costa Mesa, California 1982- 1985
Attorney, Public Law Department'
Assistant.City Attorney, City of Laguna Beach
Deputy City Attorney, Cities of San Clemente and Irvine
Provided contract city attorney services and served as special litigation counsel to
several, Southern California cities. Staffed meetings of City Councils iand Planning
Commissions. Represented cities in litigation concerning CEQA, land use, housing
elements, and hazardous waste cleanup. Assisted in preparing development.
agreements and redevelopment agreements.
CALIFORNIA SUPREME COURT,.Associ ate J.istice Stanley Mosk 1981 - 1982
Annual Law Clerk
Researched and drafted Supreme. Court opinions; evaluated cases presented for
hearing, and supervised student externs. Drafted manual forhati dl ingappel late writs.
PROFESSIONAL ASSOCIATIONS
LEAGUE OF CALIFORNIA CITIES-CITY ATTORNEYS DEPARTMENT
President (2006-07)
Department Officer (2004-06)
Chair, Legislative Committee(2002-04)
President, Contra Costa County City Attorneys Association (2001)
President Bay Area,City'AttorneysAssociation (1996)
Member, Municipal Law Handbook Committee(1993-95)
"1
CALIFORNIA STATE BAR
Public Law Section, Executive Committee(1989-92)
Editor, Public Law Journal
Member, Contra Costa County Bar-Association (1988-Present)
CONTINUING EDUCATION OF THE'BAR
Chair, Continuing Education of the,IBar Governing Committee(1998-99)
Member, Continuing Education of the Bar Governing Committee(1994-97)
Chair, Joint Advisory Committee on Continuing Education of the Bar (1993-94)
Chair, Continuing Education of the Bar Subcommittee on Real Property Law
(1991-93)
LEGAL EDUCATION
UNIVERSITY OF CALIFORNIA, liAvi S
Juris Doctor Degree(1981)
Order of the Coif
Editor, U.C. Davis Law. Review
Best Brief Award, Environmental Moot CourtCompetition
RENNE SLOAN HOLTZMAN SAKAI LLP
• 35n Sawsunie Si rue:, Suite 3m)
San Vranclucn,CA”41q¢1 3u,1
C 4'5.678.3800
• I: 415.678.3358
April 26, 2012
CIIAgLLS SAKAI
csakai @puhliclawgraup,i oni
(415)678-3568
VIA E-MAIL
Ingrid Alverde
Redevelopment& Economic Development Manager
City of Petaluma
27 Howard Street
Petaluma, CA 94952
Re: Proposal for Legal Services to the•OversightBoard of the Successor Agency
to the Redevelopment Agencyfor the City of Petaluma
Dear Ms. Alverde:
Renne Sloan Holtzman Sakai LLP, Public Law Group.'m, is pleased to provide a proposal for
legal services:to the°Oversight Board of the Successor Agency to the.Redevelopment Agency for
the City of Petaluma:
APPROACH TO LEGAL SERVICES AND FIRM OVERVIEW
Rennc Sloan Holtzman Sakai was founded to provide effective, efficient, and creative legal
sei vices to meet the distinctive needs of local governments. Our philosophy`is to-provideaadvice
and representation that allows policy makers and boards'to achieve their goals while minimizing
legal risk. We represent public agencies, including the State of California, the"University of
California, Cilifornia:State!University; and numerous,cities, counties, special districts as'well as
school and community college districts. We have extensive experience advising and
representing public agencies and non-profits,, including elected and appointed boards and
commissions,. on all areas of California Community Redevelopment Law, public contracts,
affordable housing and real property la v. The firm 'maintains offices in .San Francisco and
Sacramento, with satellite offices in Albany and Los Angeles.
a
RENNE SLOAN HOLTZMAN SAKAI LLP
Mgr Proposal-for Legal Services to the Oversight Board
of the Successor Agency to the Redevelopment Agency
for the City of Petaluma
April 26, 2012
Page 2
Attorneys in-our General Government 'Leant have decades of high-level experience representing
public entities. Louise Renne served as San Francisco's City Attorney for 16 years, overseeing
a 200-lawyer public law office and pioneering novel approaches to public law matters, and
subsequently served as the City.Atterney and Redevelopment Agency General Counsel for the
City of Richmond. Jonathan Holtzman worked for the City'and'County of San Francisco for
fifteen (15) years in a variety Of roles including Chief Deputy City Attorney and director of
Policy and Labor for Mayor Willie L.Brown dr. David Kahn served as the City Attorney and
Redevelopment Agency General Counsel for the City of Sunnyvale for seven (7) years, and prior
to that served as Senior Deputy County Counsel for Santa Claira County for five (5) years, with
redevelopment assignments. Randy,,Riddle served as the City:Attorney and Redevelopment
Agency General Counsel for the City Of Richmond, and previously served as lead attorney for
the San Francisco Department of Elections, Chief of the Sam Francisco City Attorney's
Government Litigation Group and Chief Counsel to the California Secretary of State. Teresa
Stricker possesses extensive public law experience, and previously served as a San Francisco
Deputy City Attorney specializing in general government. law counseling and litigation,
constitutional law, and appellate advocacy. Scott Dickey servesras General Counsel to the San
Francisco Community College District, and has servedlas the Chief Deputy City Attorney for the
City of Richmond, and previously served as a San Francisco Deputy City Attorney specializing
• in general government law counseling,litigation, administrative law mid appellate,advocacy.
Our General Government Team brings together:
• Extensive experience in the practice of municipal law;
o Significant experience redevelopment and land .use_law;
o Expertise in litigation_and appellate advocacy in state and federal courts;
o Extensive experience appearing before and advising-administratiVe,bodies;
• First rate reputatioins:within the legal community at local, state and, federal levels;
o Extensive experience in law relating to the services of all municipal departments,
including Redevelopment, City Clerk, City Manager/Chief Administrative Officer,
Community DeQelopment, Community Resources, Finance, Fire Administration,
•
1-Iousiing; Personnel; Police Administration, Recreation and Parks, and Public Works;
•
RENNE SLOAN HOLTZMAN SAKAI LLP
Proposal for Legal Services to the Oversight Board
of the Successor Agency to the Redevelopment Agency
for the City of Petaluma
•
April 26, 2012
Page
o Proven ability to develop and maintain critical relationships with political bodies,
including city councils, hoards of supervisors; other`boards and commissions; and
o _Proven ability to proactively solve legal issues for city departments, prior to reaehiug the
litigation stage, and to communicate changes in the law effectively to city departmentssand
officials.
'PROPOSED'LEGAL COUNSEL FOR OVERSIGHT BOARD
Although we work. as a team, providing a network of legal support for our public sector clients
acrosssall of our practice areas, we„are pleased to propose David Kahn as the`pnmary provider
of legal counsel services for the Oversight Board for the City of Petaluma. David brings
extensive experience in the California: Community Redevelopment Law, ABxl 26, public
contracts, affordable::housing;,and real property law. He joined the Public.Law GloitinTM in 2012
immediately after 7 years as a Redevelopment ,Agency General Counsel and representing a
Successor Agency and Oversight .Board as counsel in 2012 to commence implementation of
ABx 126.
.David will have the:ability to draw on internal Public Law GroupTM resources'for additional
expertise in a variety of areas, including conflicts, and ethics matters. We have,included as an
attachment David's professional resume 'along with the resumes of Louise Renne and _Randy
Riddle, both of whom also have yeais of cxpericnceserving as city attorneys and redevelopment •
agency.counsel. Following,is a briefde"seription'of David's qualifications and'ezpei=ience.
Legal Training>and Bar Ailinission
David earned his.J.D: from Boalt Hall Law School, University of•Califomia din 1980. He Was
admitted,to the:Bars for the States of Califoriiiayand Washington in_1981 and 1988, respectively.
In 1998, David was admitted to the Bar of the United'States Supreme Court.
Public Entity Experience
David has over-26 yearsiof experience in representing public agencies at both thecityand county
level. Mdst recently, he served as Sunnyvale (population 140,000: City Attorney and
Redevelopment Agency 'General Counsel from 2005 to 2012. Both the City Council and
Redevelopment Agency are Brown Act board's and David.advised at over 200.meetings of these
tak
RENNE SLOAN HOLTZMAN SAKAI LLP
Proposal for Legal Services to the OversightBeard' •
of the Successor Agency to the:Redevelopment Agency
for the City of Petaluma
April 26,2012
. i
Page 4
boards. David provided Brown Act:ihstruction to the Leadership Sunnyvale class of prospective
public officials for seven years. As City Attorney, David advised the City Council, City
Manager and all City departments.
From 2000 to 2005,, David was Senior Deputy County Counsel in Santa .Clara County
(population 1,787,694). In addition,to substantial redevelopment work. David's clients.included
(he sheriff, Superior Court, airports, finance, tax collector and grand jury. David,successfully
advised the Census 2000 Redistricting Committee through the politically sensitive redrawing of
district boundaries.
From 1995 to 2000, David was City Attorney of Mercer Island, Washington. He advised and
represented the City Council and Planning Commission, both subject to the Washington Open
Meetings Law (the Brown Act equivalent in Washington). He provided legal advice to the
Council and all City departments. From 1988 to 1995, David was Chief of Litigation for
Bellevue, Washington„ a Major economic center for the Puget Sound region. In addition, he
served as a Deputy City Attorney for the City,:and County of San Francisco from. 1986 to 1988,
representing the school district,- Municipal Railway, police department and other city
departments.
Redevelopment and Related Experience
David has the exceptional background of having substantively represented both a City and
County in redevelopment'tnatters,.providing him a perspective on the legal and policy concerns
of both a redevelopment agency and other taxing.entity. David's ekperience with the California
Community Redevelopment Law began in 2000, when'he was part of a team representing Santa
Clara County in a long-standing dispute over property tax increment from multiple
redevelopment areas;.in the largest city in the .County. The issues included redevelopment area
creation and e pansion, statutory bass-through payments,.definition df blight, and allocation of
property tax increment received by the redevelopment agency. Consequently, he worked
extensively with the Community Redevelopment Law and appeared on behalf of the County in
contested redeveloptenthearings.
As City Attorney for the City of Sunnyvale, David immediately became involved as
Redevelopment Agency General Counsel with a major redevelopment project comprising the
majority of the downtown area. At the time of his hire, the area was. blighted with a closed
parking structure and a shuttered and empty mall. Although a developer was in place, it
RENNE SLOAN. HOLTZMAN .SAKAI LLP
Proposal for Legal Services to the Oversight Board
of the Successor Agency to the Redevelopment Agency
for the City of Petaluma
April 26, 2012'
Page 5
defaulted on the project and David successfully negotiated a revised DeOelopiiieht'.aitd'•Ovner
Participation Agreement and transfer of Project. The project is very complex, with future
redevelopment tax increment funding public infrastructure and parking strictures'forf the°mixed
Use retail, commercial and residential projeet'and.public and private property-ownership.'within
project approximately ..;I the ;2008
financial collapse resulted in te lender filing for foreclosure,'the appointment of a recelyer, and
'another renegotiation of the Development and.Owner Participation Agreement and the ability to
market the project. David advised on all applicable aspects of the California Community
Redevelopment Law during the seven years he served as General CouiSel for the
Redevelopment Agency on this project.
With the initial pas sage of ABxJ, 26 and 27, David advised on the potential anipaets of the
legislation and advised on the Redevelopment Agency's adoption of the `.opt in'' payment which
would have allowed the continued existence of redevelopment agencies. He monitdred.the filing
and argument of the Matosan/os case, in which the California Supreme Court affirmed ABxI 26
and found ABxl '27`unconstitutional, resulting in the dissolution of redevelopment agencies and
the creation of Successor Agencies and Oversight Boards. Since January '2012, Davit) has
advised.the Sunnyvale Successor Agency and Oversight.Board in the many+actions and:deadlines
with the County and State, and in reviewing enforceable obligations and the Recognized
Obligations Payment Schedule (RODS).
As City Attorney, David advised regularly on public contracts, affordable housing, public works,
contracting and real property law. The City of,Sunnyvale has an Office of Affordable housing •
which panniers with non proiil housing providers to fund and construct affordable housing..
David initiated and successfully negotiated a partnership between the County.of Santa Clara, the
City ofSunnyvale.and Mid-Pen.l-lousing to resolve a redevelopment dispute and construct a pew
120 unit senior affordable,housing development. David is prepared to undertake all legal duties
for the Oversight Board, including:
• Serving as counsel atall OversightBoard nieetingsand responding to all.Brown Act, conflict
of interest, parliamentary procedure, and other'legal issues.
• Providing legal' advice and guidance. on ABxI 26 obligations and responsibilities of the
Oversight Board, as well as its fiduciary responsibilities.
RENNE SLOAN HOLTZMAN SAKAI LL_ta
Proposal for Legal Services to the Oversight Board.
of the Successor Agency to_the Redevelopment°Agency
for the City of Petaluma
April 26, 2012
Page 6
o Providing legal advice,and counsel on ABxI 26 issues and mandatory/discretionary actions
before the Oversight Board.
O Providing legal advice on the,Oversight Board's relationship with the.Successor Agency.
O Providing thorough legal opinions as requested by the Oversight Board.
o Responding promptly to requests for otherduties within the scope of the Oversight Board.
David has experience in working with elected officials with divergent viewpoints and policy
goals.
Work Plan •
Upon appointment as counsel to the Oversight Board,The work plan (subject to client direction)
may include:
a Review of City of Petaluma Successor Agency redevelopment projects and status.
a Review of City of Petalutiia financing Suceessor Agency redevelopment projects.
o Review of Enforceable Obligations Payment Schedule and.Recognized Obligations Payment
Schedule for Successor Agency.
o Review of Affordable Housing projects and status.
o Determination of any pending disputes between Sonoma County and City of Petaluma
Successor Agency.
e
Establishmentof communication protocols:with Oversight Board counsel.
•
• Research and development of legal memes on Oversight Board responsibilities and
discretion on transfer of assets, agency wind-down, and amendment or termination of prior
RDA agreements.
ek
RENNE SLOAN HOLTZMAN SAKAI LLP
haej IOW
Proposal for Legal Services to the Oversight Board.
of the Successot Agency to the Redevelopment Agency
for the City.of Petaluma
April 26, 2012
Page 7
Fees
The Firm will bill the City of Petaluma for professional services at a public agency discounted
hourly billing rate. David'Kahn's discounted hourly rate for this project will be $285/hour. Our
associate rates depend on the associate's years 61 laborand employment experience out of law
school and the rates are $205 to $285 per hour. Paralegals are billed.at $95 to $125 per hour_,
Billingis.dorie in 1/10s of an hour increments.
In addition, the Firm charges separately for certain costs incurred in the representation as weltas
for any disbursements•to third parties made on a client's.behalI. Such costs and disbursements
include;:for example;the following: travel mileage (atthe IRS rate in effect at the tihie th&tra'el
occurs), computer-assisted research, transcription, oyernight delivery and messenger services.
The Fiim also bills for time spent traveling on a client's behalf at our hdtnial houidy rates.
However,'for the Oversight Board, although total round trip travel time from office to Petaluma
is 1.9 hours without traffic, travel time will be billed at a flat rate of$270 per•round trip7(this'flat
rate reflects a littl'e;lessthan half Of David's hourly rate).
We will hill you on amonthly basis for serviced performed and costs incurred. Payment is due
within 30 days' of the date 'an invoice is rendered. Past due amount's will be Shown on the
invoice.
You may terminate our services at any time, subject to any applicable 'requirements for
withdrawal of counsel iniposed`by a tribunal. The Firm reserves the,rightto withdraw from the
representation for failure of the client to make timely payment of fees, costs, and disbursements
in accordance with the fee arrangement described in this letter, or for any other reason permitted
by the applicable Rules of Professional Conduct.
Availability
David will be available starting May 18, 2012, and Randy and Louise are currently available;.if
• inunediate+work priorfo May 18 is required.
'These rates are reviewed and may be modified every year,geueral]y.in January.
RENNE SLOAN HOLTZMAN SAKAi LLn'
Proposal for Legal:Services to the Oversight Board
of the Subeess6r Agency to the Redevelopment:Agency
for the City of Petaluma
April 26,2012
Page 8
•
Conflict of Interest
We know of no current or potential conflicts of interest that would prevent its from providing
legal services to the Oversight Board of the Successor Agency to the Redevelopment•Agency for
the City of Petaluma.
In conclusion, Retitle Sloan Holtzman Sakai LLP is exceptionally well-qualified to provide legal
services to the Oversight Board ofthe,City of Petaluma. The experience ol'repre.sehting both a
county and city in iedevelojmient matters, as well as hands-on experience in advising a
Successor Agency.and Oversight Board in implementation of ABx I 26,provides both a balanced
perspective and credibility. We look forward;,to the opportunity to provide legal services to the
Oversight Board for the City of Petaluma.
Sincerely,
;__/1
Charles Sakai
Managing Partner
Attachments: References
Bios of Proposed Team
•
•
•
•
RENNE SLOAN HOLTZMAN SAKAI LI.P
REFERENCES
- City/County .='.o- ,r :Reference
City of Suinyvale Gary'Luehhers
Surchyvale City Flail City Manager
456 W. Olive Avenue (408)730-7242
Sunnyvale, CA 94086 gluelibers ci.sunnyvale:ca.us
(408) 730-7500 Grace Leung
Finance Director and Oversight Board4Member
(408)730-7398
gleung@di.sunnyvale.ca.us
County of Santa Clara John Guthrie
70 W Heckling Stiect RDA Coi sultant(Former Finance Director)
Sari Jose, CA 95110 Finance Department
(408) 615-2220 (408)299-5200
'.161m{inthrie@fin.scegov.org
City of-Richmond Bill'Lindsay
450 Civic Center Plaza City Manager
. Richmond,CA 94804 (510),620-6512
5 1 0-620-6500 hill_lindsay @ci.richmond.ca.us
San Francisco Redevelopment Agency James Morales
One So. Van Ness Ave. General Counsel
Fifth Floor (415) 749-2454
San Francisco, CA 94103 James.Moralcs @ci,stca.us
(415) 749-2400
Renne Sloan.Hoftzman Sakai LLP
Nw Public Law Group"'
David Kahn
z ,�� Partner
Experience
Mr. Kahn,advises and'represents both public agency and private clients on
public agency law; redevelopment, and land use issues. Mr. Kahn brings to
his clients over.30 yearstof public agency experience and creative solutions
SAN FRANCISCO OFFICE to complex public issues and public-private partnerships. He has
represented'both a City and a County on redevelopment issues and can
t: 415.678.3800 bring that unique perspective to current redevelopment successor agency
f: 415.678:3838 wind-down issues and oversight boards. As City Attorney for Sunnyvale,
dkahn @publiclawgroup:com California and Mercer Island, Washington, Mr. Kahn represented and
advised City Councils and City Managers, in addition to planning, human
resources, police and fire, finance; and public works departments. Mr.
PRACTICE AREAS Kahn's experience as Senior Deputy County Counsel for Santa Clara
County included representation of the;sheriff's department, Superior Court
Government Law and Litigation judges, grand jury, County airports, finance and tax collector. He has
General Counsel to Public Agencies advised on Brown Act, California Public Records Act, and Conflict of
Redevelopment(Successor Interest regulations. He has also been the legal advisor to citizen
Agencies and Oversight Boards) committees such as the:Census 2000 County Redistricting Committee and
Charter Review Committees. Mr. Kahn also has substantial appellate
Land Use and.Development advocacy experience Mr. Kahn received the 2003 County Counsel
Sustainability Litigation Award, and is rated AV-Preeminent by Martindale-Hubbell.
CEQA Some of the cases and issues Mr. Kahn has provided advice and
representation on include:
BAR ADMISSION • Complex $750 • million redevelopment project of downtown.
California Representation included removal of defaulting developer,
renegotiation of development agreement, environmental
Washington (Inactive) remediation and coordination with Regional Water Quality Control
Navajo.Nation (Inactive) Board, and creative solutions to continue Project progress during
2008-09 economic downturn.
EDUCATION • Closure and re-use of military base in City.
Boalt Hall Law School, University of • Advising City Councils for 12 years, including on controversial
California, Berkeley, J.D. issues such as medical marijuana, group housing and campaign
finance reform ordinances.
University of California,Santa Cruz,
'B.A. • Challenges under CEQA to City projects.
• Negotiations on behalf of City with County and Affordable Housing
Agencyleading to partnership and construction of senior affordable
housing'at County Clinic site.
• Representation of County in 2003 PGE bankruptcy litigation.
350 Sansome Street Suite 300, Ss- Francisco,CA.941041
40 Renne Sloan Holtzman Sakai LLP
we' Public Law Group'"
• Representation of County in binding arbitration for airport operator
lease payment dispute.
• Trial and appellate counsel for County in Subdivision Map Act
litigation.
• Representation of City in litigation to preserve.historical restaurant
ard:tavern from nuisance,challenge.
• Representation of police officer at Inquest Hearing for first officer-
involved shooting fatality in City.
Related Experience
Immediately prior to joining Renne Sloan Holtzman Sakai, Mr. Kahn was
City Attorney/Redevelopment Agency General "Counsel for the City of
Sunnyvale for seven years and handled the complete range of government
law issues. From 2000-2005, Mr. Kahn was Senior Deputy County Counsel
for the County of Santa Clara..From 1995 to 2005, Mr. Kahn-Served as City
Attorney-for the City of Mercer Island, Washington. Mr. Kahn was Deputy
City Attorney/Chief of Litigation for Bellevue, Washington, from 1988-2007,
where he litigated a. number of high profile cases and ;provided appellate
advocacy in both the Court of Appeals,and Washington"Supreme Court. Mr.
Kahn began'his city attorney experience with the City and County of San
Francisco, where he was a team leader'for a litigation team representing
the police department, school district, MUNI and public works department.
Mr. Kahn was also a Deputy Public Defender for Santa Clara County,
where he tried both felony and misdemeanor matters:
During law school, Mr. Kahn was an extern to the Chief Justice of the
Alaska Supreme'Cou'rt, as Well as a law clerk with DNA Legal Services on
the Navajo.Nation:.Prior to law school, Mr. Kahn was a'VISTA Volunteer
with Community Legal Services in San Jose.
Reported Appellate Cases
• Pfeiffer v. City of Sunnyvale, 200 Cal. App. 4th 1552 (2011)
• Trinity Park:LP v. City of Sunnyvale, 193-Cal. App 4th 1014 (2011)
• Sunnyvale West Neighborhood Assoc.: v. City of Sunnyvale City
Council; 190 Cal. App. 4th 1351 (2010)
• Van't..Rood v. ConntyofSanta Clara, 113 Cal. App. 4th 549 (2003)
• Zilog v. Superior Court, 86 Cal. App. 4th 1309;(2001)
• Lillian F. v. Superior Court, 160 Cal. App.:3d314 (1984)
• Peterson v. City of Bellevue, 56 Wash. App. 1 (1989)
• Clipper? v. City of Bellevue, 61 Wash. App. 251, cert. denied 117
Wash. 2d 1015(1991)
350 Sansone Street Suite 300, San Francisco. CA 94104
> �+ Renne Sloan Holtzman Sakai li_P
WM Public Law Group"'
• Rozner v. City of Bellevue, 116 Wash. 2d 342'(1991)
• IAFF v-City of Bellevue, 119''Wash. 2d`373 (1992)
• Mull v. City of Bellevue, 65 Wash. App. 245 (1992)
• Bellevue 120th Associates v. City'of Bellevue, 65 Wash. App. 594,
cert. denied 818 P. 2d-1098
Professional Activities
• California League. of Cities, City Attorney Division, Brown Act
Committee (201.1-present)
•• California League of Cities, City Attorney Division, Nominating
Committee (2011)
• California League of Cities Legal Advocacy Committee (2007-09)
• Santa:Clara County Bar Association Judiciary Committee (2001-02)
• Washington State Bar Association, Trustee
• Member, United States District Court Magistrate Judge Selection
Committee
• Chair, United States District Court Pro Bono Committee (1996-
1998)
i
350 Sansone Street Suite 300, San Francisco, CA 94104
,
c.LG Renne'Sloan Holtzman Sakai LLP
Now Public Law Group'
^ Randy Riddle
i
Partner
Experience
='' Mr Riddle advises and represents public sector clients on a^wide range of
government law issues. Mr. Riddal e possesses a unique combination of
1 t` I • election law experience having served as Chief Counsel to the California
_. Secretary of State and counsel to county registrar ofvoters.forden years.
Mr. Riddle, who manages the California Election Law website
SAN FRANCISCO OFFICE (www.calelectionlaw:com), has provided advice and litigation representation
t: 415.678.3814 on matters related to constitutional issues, conflict of interest law and other
f: 415:678.3838 governmental ethics matters, open government requirements; initiative,
referendum and recall petitions, administrative law; the legislative process,
rriddle @publiclawgroup.com the implementation of new voting systems, the Voting,Rights Act and.the
Help America Vote Act. As Chief Counsel to the California Secretary of
State, Mr. Riddle managed a.legal staff of twelve attorneys. In'2006, he.was
PRACTICE,AREAS named a California Super Lawyer in the area of political law: Mr: Riddle also
Appeals &Writs teaches Election Law at the University of San Francisco;School of Law.
Elections Some of the matters on which Mr. Riddle has provided legal services
include:
Government Law.& Litigation
• Conducting mandatory AB 1234 ethics training on conflicts of
interest, public records, open meetings and the proper use of
government-resources.
BAR ADMISSION Drafting' charter amendments and initiative .ordinances, and
•California advising legislative bodies on potential legal issues with proposed
Iowa (inactive) legislation.
Republic;of Palau (inactive) • Responding to public records requests and open meeting questions
on behalf of local officials.
• Representing local governments in a broad range of government
EDUCATION law litigation, including constitutional challenges to ordinances and
Golden Gate University;J.D.
other government actions.
University ofNotre:Dame; B.S. • Advising and representing a. county on the requirements of'the
Voting Rights 'Act' minority language .provisions and the Help
America Vote Act to ensure compliance with a Justice Department
consent.decree.
• Representing ;a' city clerk on complex issues related to a
referendum petition, two recall petitions and two initiative measures.
• Advising and supervising extensive and complex litigation on.behalf
of the California Secretary of State in the historic 2003
gubernatorial,redall.
350 Sansome Street Suite 300, San Francisco, CA 04104
t3P Renne Sloan.Hoitzman Sakai LLP
WV Public Law Group's
Mr. Riddle is also •an: experienced appellate advocate on behalf of
government agencies. Hellas written numerous appellate briefs on a wide
range of government, election and constitutional law issues. He has also
handled dozens of writ of 'mandate actions during his career as a
government law attorney.
Related.Experience
Prior to joining Renne Sloan Holtzman Sakai, Mr. Riddle"served as Chief
Counsel to the;'Office ofithe California Secretary of State where he advised
and represented the agency on the full range of election law issues,
including the implementation of new voting systems. For fifteen years, Mr.
Riddle served in the San F.rancisco,City Attorneys Office, where he was the
Counsel to the Registrar of Voters and the San Francisco Ethics
Commission. Mr. Riddle.later became Chief of the Government Litigation
Team, ,where he supervised 'sensitive and complex litigation involving
challenges to city laws and policies, including City employment and
contracting policies.
Recent°Presentations
• AB 1234 Ethics Training; El Dorado County(December 2006)
• "Courts`Take"the Initiative" County Counsels' Association Annual
Meeting, Monterey(September 2006)
• "Town :Hall Meeting on Electronic Voting" (panel member),
conducted by tingressman Mike Honda(March 2005)
• City Attorneys Continuing`Education Seminar, League of California
Cities, Issues in Election:'Law, Emeryville(February 2008)
350 Sansome Street Suite 300. San i;rancisco, CA 94104
Renne Sloan Holtzman Sakai LLP
Itiv Public Law Group'
4 ° Louise Renne
€ .4,.
�t + Partner
_.x .
Experience
irlAN.r5? "
Ms. Renne heads the firm's public interest litigation and elder financial abuse
t practice. She brings together public interest plaintiff coalitions of multi-
r "a„l governmental or.governmental and;non-governmental agencies or
f?ot individuals: Ms: Renne pioneered this model when she;was San Francisco
SAN FRANCISCO OFFICE City Attorney and is known in legal and governmental Girdles for transforming
the traditionally defense-oriented practice of municipal law by pioneering an
t. affirmative litigation program that won significant victories forcities and
f(.415:678:3838 counties in California. She is well-known and•well-respected nationally and
Irenne @puoliclawgroup'com often testifies before'..federal„state, and other governmental bodies, She also
is'frequently''requested to conduct impartial".investigations forschool,
municipal and county governments.
PRACTICE AREAS Some of the cases Ms..Renne has directed'include:
Government Law& Litigation Acertifiedinational class'(250,000 victims) and,"national"and.state
Public.Interest Litigation 'putative class actions and individual lawsuits involving elder financial
Workplace Investigations abuse. These suits are brought on behalf of senior citizens against
insurance companies, banks and other entities for the sale of
inappropriate.annuity:products to seniors.
•
BAR ADMISSION • ikpptative;class,action on behalf of public agenciesagainst
California insurance brokers for undisclosed commissions arid breach:of
fiduciary duties. Represented public entities include County of Santa
District of Columbia Clara, San Francisco Unified Sbhool:District,,San Francisco
Community CollegeDistrict, and Tuolumne Joint Powers.Authority
EDUCATION (comprised of 30 public entity school districts).
Columbia University School of Law, J.D.
• A.lawsuit on.behalf.of African-American employees in private'industry
for race discrimination, retaliation and harassment.
Michigan State University, B.A.
• Numerous class-action suits that asserted,local agency legal
prerogatives•against•energy producers,'tobacco companies, national
banks, gun manufacturers, auto insurers, and escrow companies.
Related Experience
Ms. Renne was previously a founding partner in Renne& Holtzman. Prior to
that time, Ms. Renne was San Francisco City Attorney for 16.years,
responsible for providing legal expertise and services-4o more than 60
operating departmentsand commissions providing both'city and county
services. She modernized the:city attorney;s office, establishing it as a
national leader in the practice of public law..She created a;vigorous and
enterprising 200-lawyer city'department of litigators, negotiatorsland
350 Sarisame Street Suite 300.San Francisco,CA 94104
M Renne Sloan Holtzman Sakai ALP
W Public Law Group'"
regulatory attorneys, attracting top talent from private sector firms, law
schools and judicial clerkships nationwide. She energizedand streamlined its
advice function, building;widely respected legal expertise in every area of
municipal operations ranging from traditional fields such as land use and
public protection to the,cutting-edge areas of energy regulation and
telecommunications. Ms. Renne was appointed city attorney by Mayor
Dianne Feinstein in 1988 to fill the unexpired term of her predecessor, who
died in office. She was subsequehtly.elected to three full four-year terms. Her
prior experience includes:
• Member of the San Francisco Board:of Supervisors for 8 years,
where she was Chair of the Finance Committee.
• California deputy attorneyigeneral for 11 years. She served in the
environmental and criminal divisions, and argued on behalf of the
state before the California and United States Supreme Courts.
• Private practice'for 2'Years;and was a staff attorney in the general
counsel's office at the Federal Communications Commission for 3
years.
• Ms. Renne also served as General Counsel for the San Francisco
Unified School District where sheled the effort to combat corruption
existing at the time and establish a legal department.
Community Activities
• Laguna Honda Foundation, Chair, Board of Directors
• Allies United for Children, Chair, Board of Directors
• San Francisco Fine Arts Museums, Board of Directors
• San Francisco Police Commission, former President
• Volunteers of Laguna Honda Hospital, former member, Board of
Directors
• American Cancer Society, San Francisco Chapter, former member,
Board of Directors
• Friends of the Children, San Francisco Chapter, former Chair, Board
of Directors
• PGA's First Tee program, former member, Board of Directors
• California Regional Water Quality Control'Board former member
• Golden Gate Bridge District, former Board`of'Directors
• California Women Lawyers, former President
350 Sansome Street Suite 300, San Francisco, CA 94104
PROFESSIONAL,SERVICES AGREEMENT
FY Fund ri Exp.Met 41 Project#' .Amount$
For multi-year,contracts or contracts with multiple accounts:
FY Fund'# Exp.Acct.'# Project# Amount$^,
FY. Fund# Exp.Acct-.# Project.# Amount$
FY Fund'# Exp.Met.# Project# Amount$
FY Fund# Exp.Acct.# Project#— Amount$ •
FY Fund# Exp.Acct.# Project# Amount$
THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is entered into and effective as
of July 11, 2012 ("Effective Date"), by and between the Oversight Board to the Successor Agency
of the dissolved Petaluma Community Development 'Commission,_ a local entity for specified
purposes ("Oversight Board") and Reline Sloan Holtzman Sakai LP, an attorney firm
("Conthiltant") (collectively, the "Patties'").
WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing
professional services to the Oversight Board under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows:
I. Services. Consultant shall provide the services as described in and in accordance with the
schedule set forth in Exhibit"A"attached hereto and incorporated herein("Services").
2. Compensation;Business Tax Certificate.
A. For the full performance of the Services as described herein, Consultant shall be
compensated in accordance with,the rates specified in Exhibit A.
'B. Consultant shall submit detailed.montlily invoices reflecting all services performed
'during the preceding month, and including a revised schedule for performance and
additional documentation requested by Oversight:Board, as applicable.
iC. Consultant shall be compensated for services hi addition to those described in
Exhibit A, only if Consultant and Oversight Board;execute a written amendment to
this Agreement describing the additional services to be performed and the
compensation to be paid for such services. In no case shall the total compensation
under this Agreement exceed $25,000 without prior written authorization of the
Oversight, Board.. Further,, no compensation for a section or work program
component with a specific budget shall be exceeded without prior written
authorization of the Oversight Board.
D. Notwithstanding any provision' herein, Consultant shall not be paid any
compensation'until such time as-Consultant has on file with the City of Petaltuna's
Finance D'epartinent current information requested on the "Vendor Information"
forhtavailable from City of Petaluma, and has,obtained'ta currently valid Petaluma
business tax certificate.
E. The obligation to pay com p ens ation to Consultant as provided herein is contingent
nt
upon Consultant's performance of the Services pursuant to the terms and conditions
of this Agreement and any amendments thereto.
F. Under the Dissolution Act (Assembly Bill xl 26)„the Oversight Board does not
have a budget for legal services or other administrative support. A successor agency
shall pay for all costs,of meetings of its oversight board and may include such costs
in its admmistrative budget. All costs to be funded by'a successor agency-must be
identified on a Recognized Obligation Payment Schedule ("ROPS") for each six-
month fiscal period, and approved by the Oversight .Board and the State
Department of Finance ("DOT") before funds will be disbursed to the Successor
Agency by the County-Auditor-controller from the Redevelopment Property Tax
Trust Fund ("RPTTF"). .
G. The City of. Petalurna's general fund is neither available nor adequate and is not and
shall not be expended or committed, expressly or impliedly, by the Oversight Board
entering into this Agreement with Consultant. The sole source of monies°that may
be available to pay for legal services provided by Consultant to thc=Oversight Board
is and shall be limited to monies allocated to the Successor Agency either as a j
separate item listed on a ROPS or as a part of the Successor Agency's
administrative budget. In no event shall the amount exceed the,amount set forth
herein for the period July through December, 2013, or exceed the applicable amount
for each subsequent six-month period as set forth on a h ROPS prepared by
Successor.Agency and approved by the Oversight Board and the DOF.
3. Term. The term of this Agreement commences on the Effective Date, and terminates on
June 30;'2013, unless sooner terminated in accordance with Section 4. Upon termination;
any and all of Oversight Board's documents or materials provided to Consultant and any
and all of the documents or materials prepared for Oversight, Board or relating to the
performance of the Services, shall be delivered to the Oversight Board as soon as possible,
but not later than fourteen (14)days after termination of the Agreement.
4. Termination. Oversight Board may,terminate this-Agreement without=cause upon ten(10)
days' written -notice. Oversight Board may `immediately terminate or suspend. this
Agreement for cause. Cause for immediate termination or suspension shall include, butjnot
be limited to, any breach of this.Agreement by Consultant or Consultant's'bankruptcy or
insolvency. Upon receipt of notice of termination;or suspension for cause, Consultant shall
immediately stop all work in progress under tins Agreement. :In the event of early
termination of this Agreement by Oversight Board, Consultant shall be entitled to payment
for all Services performed to the date of termination to the extent such Services were
performed to the satisfaction of Oversight Board in accordance with the terms and
conditions of this Agreement If'Oversight Board terminates this Agreement for cause,
Consultant shall be`liable to Oversight Board for any excess cost Oversight Board incurs for
completion of the Services.
5. Consultant's Representation;' Independent Contractor. Consultant represents that
Consultant possesses distinct,professional skills in performing the Services. Oversight
Board has relied upon said representation as a material inducement to enter into this
Agreement. Consultant shall,therefore, provide properly skilled professional-and technical
personnel to perform all Services under this Agreement. It is expressly understood that
Consultant and its 'agents and employees; shall, act in an independent capacity and as an
independent contractor and not as ofticers,yeinpfoyees or agents of Oversight.Board. This
Agreement shall not construed as anagreement for employment.
6. Facilities and Equipment. Consultant shall; at its sole. cost and expense, furnish all
facilities and equipment that may be 'required. for 'finishing Services pursuant to this
Agreement. Oversight Board shall furnish to Consultant no facilities or equipment, unless I
the Oversight Board otherwise agrees in writing=to provide the same.
7. Licenses, Permits, Etc. Consultant,shall, at Consultant's sole cost and expense, keep in
effect at all times during the,term of this Agreement any licenses, permits or other such
approvals which are legally"required for performing the Services.
8. Time. Consultant shall devote such time to the.performauce of the Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this Agreement.
9. Inspection. Consultant shall provide the Oversight Board every reasonable opportunity to
ascertain that the Services are being performed.in:accordance with the requirements and
intentions of this Agreement. All work done and material's furnished, if any, shall be
subject to inspection and approval by the Oversight Board. The inspection of such work
shall not relieve Consultant of any of its-obligations,pursuant_to this Agreement.
10. Progress Reports. Upon the Oversight Board's request, Consultant shall provide, in a
form acceptable to Oversight Board, written progress reports of all oral and written
observations, opinions, 'recommendations, analyses, progress and conclusions related to
Consultant's performance of the-Services. -
11. , Confidentiality. -In the course of Consultant's'employment, Consultant may have access to
trade secrets,and confidential information, disclosure;of which is protected or limited by
law. Consultant shall not .directly or indirectly disclose or use any such confidential
, information,exceptas required for the performance of-the Services.
12. Con Filet of.Interest. Consultant,represents that it presently has no interest, and covenants
that it shall not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services hereunder.
Consultant further covenants that, in the performance of this Agreement,it shall not employ
any subcontractor or person having;such a conflict of interest. Consultant represents that no
one who has or will have any financial interest under the Agreement is an officer or
employee of City. If such conflict of interest arises during this Agreement or any extension,
Consultant will immediately advise Oversight Board and Oversight Board may, at its sole
discretion, immediately terminate this Agreement Certain Consultants are subject to the
requirements, including the disclosure and reporting:,requirements,:of the Oversight Board's
Conflict of Interest Code adopted pursuant to the Political Reform Act Such Consultants
subject to the Oversight Board's Conflict of Interest"Code-include those whose work may
involve: making government decisions regarding approval or adoption of rates, rules, or
regulations, action on'permits or other applications,,authorization to enter into or modify
contracts; or approval of plans, designs, reports,,or studies. Consultant agrees to comply
fully with all such requirements to the extent they apply to Consultant's performance of the
Services.
13. Consultant No Agent. Except as Oversight Board may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of Oversight Board in any capacity
whatsoever;,'as an agent Consultant shall have no authority, express or'implied,pursuant to
this Agreement to bind Oversight Board to any obligation whatsoever.
14. Standard ,of Performance. Consultant shall perform all the Services in a manner
consistent with the-standards of Consultant's profession. All instruments of service of
whatsoever nature, which Consultant delivers to Oversight Board pursuant to this
Agreement, shall be prepared in•a substantial, workmanlike manner and conform to the
standards of Consultant's profession. All such instruments of service shall,become the sole
and exclusive property of Oversight Board'upon delivery of the same.
15. Assignment/Transfer.: No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of Oversight Board.
16. Subcontractors. Consultant shall;directly perform all Services, and shall not subcontract
any portion of performance of the Services without the prior written consent of Oversight
Board. Any such subcontractors shall be required to,comply, to the fill extent applicable, 1
with the tenns and conditions of this Agreement, including but not limited to, procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured.
17:. Compliance With.All Laws. Consultant shall:fully comply with all applicable focal; state
and federal rules, .laws; regulations and.ordinances pertaining to the performance of the
Services required hereunder, including but not limited to, the California Community
Redevelopment Law, , the Americans with Disabilities Act,,and,any laws and:regulations
related to any copyright, patent, trademark or other intellectual property right involved,in
performance of the Services. Consultant's failure to comply with any law(s) or
regulation(s) applicable to the performance of the Services hereunder shall constitute a
material breach of this Agreement To the extent that any other government agency or
entity provides compensation for any Services, Consultant shall comply with all rules and
regulations applicable to such fiscal assistance.
18. Living Wage Ordinance'. Without limiting then foregoing Section 17, Consultant shall
comply fully with all applicable:requirements of Petaluma Municipal Code, Chapter 836,,
Living Wage (the "Living Wage .Ordinance"), as the.same may be amended_from time to
time Upon the Oversight Board's request Consultant shall promptly provide to the
Oversight Board documents and information verifying Consultant's compliance'with the
requirements of the LivingWage Ordinance, and shall within fifteen(15) calendar days of
the Effective Date of:this Agreement, notify each of its affected employees as tothe amount
of wagessand time,off that are required to be provided to them pursuant to the Living Wage
Ordinance. The Acknowledgement and.Certification Pursuant to City of Petaluma Living
Wage Ordinance, attached to this-Agreement as Exhibit C, shall,be a part of this;Agreement
for,all purposes,and Consultants"that are subject,to Living Wage Ordinance requirements,
as determined by the City, must providea properly completed Exhibit C in accordance with
the requirements of the Living Wage Ordinance. Consultants noncompliance with the
applicable requirements of the Living Wage Ordnance shall constitute cause for Oversight
Board's termination of this.Agreernent pursuant to Section 4 hereof.
19. Discrimination. During the performance of this Agreement, Consultant shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry,gender, sexual orientation, age or physical or mental
disability in violation of any applicable law.
20. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to
this Agreement shall,be made in writing,and sent to the Parties at their respective addresses
specified below or to such other address as a Party may designate by written notice
delivered to the other Party in accordance with this Section. All such notices shall be sent
by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified pr registered mail, return receipt requested, in which case notice shall be
deemed-delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that(a) a duplicate copy of the notice is promptly delivered by
first-class or certified mail or by overnight delivery, or (b) a transmission report is
generated reflecting the accurate transmission thereof. Any notice given by
facsimile shall be'considered to have been received on the next business day if it is
received after 5:00 p.m. recipient's time or on a nonbusiness day.
Oversight Board:
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Phone: (707) 778-4360
Fax: (707) 778-4554
And:
Ingrid Alverde
City of Petaluma
P. O. Box 61
Petaluma, CA 94953
Phone: 707-778-4549
Fax: 707-778-4586
Email: ialverde @ci.petaluma.ca.us
Consultant: Renne Sloan Holtzman Sakai LLP
350 Sansonie Street, Suite 300
San Francisco, CA 94104
Phone: 415-678-3800
•
Fax: 415-678-3838
Email: dkahn @publiclawgroup.cow
21. Ownership of Documents. All original papers, documents or computer material on disk or
microfilm, and copies thereof, produced as a result of this Agreement; shall be the property
of Oversight Board and may not be used by Consultant without the written consent of
Oversight Board. Copies of such documents or papers shall not be disclosed to others
without the written consent of the Oversight Board or its designated representative.
22. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own
expense, indemnify, defend with counsel acceptable to the Oversight Board, (which
acceptance will not be unreasonablywithheld), and hold harmless Oversight Board and its
officers, officials, employees, agents and'volunteers ("Indemnitees") from and against any
and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, civil penalties and fines, expenses and costs
(including, without limitation, claims expenses, attorney's fees and costs and fees of
litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened,
arising out of or in connection with the Services or Consultant's failure to comply with any
of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees.
The Consultant's obligation to indemnify; defend and hold harmless under this provision
shall not be excused because of the Consultant's inability to evaluate Liability, or because
the Consultant evaluates Liability and deternines that the Consultant is not or may not be
liable. The Consultant must respond within 30 calendar days to any tender for defense and
indemnity by the Oversight Board, unless the time for responding has been extended by an
authorized representative of the Oversight Board in writing. if the Consultant fails to
accept tender, of defense and indemnity within 30 calendar days, in addition to any other
remedies authorized by law, so much of the money due or that may become due the
Consultant under this Agreement as shall reasonably be considered necessary by the
Oversight Board, may be retained by the Oversight Board until disposition.has been made
of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs
first. In the event that the Oversight'Board must file responsive documents in a matter
tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully
reimburse all costs, including but not limited to attorney's fees and costs and fees of
litigation, incurred by the Oversight Board in filing such responsive documents.
The Consultant waives any and all rights to express or implied indemnity against the
Indemnitees concerning any Liability of the Consultant arising out of or in connection with
the Services or Consultant's failure to comply with any of the terms of this Agreement.
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as
defined by California Civil Code Section 2783, as may be amended;.from time to time,
Consultant's duty to indemnify under this provision shall not apply when to do so would be.
prohibited by California Civil Code Section 2782, as may be amended from time to time.
Notwithstanding the foregoing, to the extent that the Services include design professional
services subject to California Civil Code Section 2782.8, as may be amended from time to
time, Consultant's duty to indemnify shall only be to. the maximum extent permitted by
Califomia.Civil Code Section 2782.8.
23. insurance. Consultant shall comply with the "Insurance_Requirements for Consultants" in
Exhibit B-1, attached hereto 'and incorporated herein by reference. [Indicate attached
exhibit, e.g., "B-I." "B-2, " "B-3, "or "B-4. "] ,
24: Amendment. This Agreement may be amended only by a written instrument executed by
both Parties.
25. Litigation. If litigation ensues which pertains to the subject matter of Consultant's services
hereunder, Consultant, upon request from Oversight Board, agrees to testify therein at a
reasonable and customary fee.
26. Construction. This Agreement is the product of negotiation and compromise on the part of
both Parties and that the Parties agree that, notwithstanding Civil Code Section 1654, any
uncertainty in the Agreement shall not construed against the drafter of the Agreement.
27. Coveruinz Law; Venue. This Agreement shallbe enforced and interpreted under the laws
'of the State of California and the Oversight Board of Petaluma. Any action arising from or
brought in connection with this Agreement shall be yenned in a court of competent
jurisdiction in the County of Sonoma, State of California.
28. Non-Waiver. The Oversight Board's failure to enforce any provision of this Agreement or
the waiver thereof in.a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain in full force and effect.
29. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable;by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
30. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this
'Agreement shall be construed to create any benefit or right.in any third party.
31. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties shall
mutually agree upon the mediator and shall divide the costs of mediation equally.
32. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers,
canceled checks, and other records or documents evidencing or relating to charges
for services, or expenditures and disbursements charged to the Oversight Board for a
. minimum period of three (3) years.or for any longer period required by law, from
the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a:minimum period of three (3) years or for
any longer period required by law, from the date of termination or completion of
this Agreement.
C. Any records or documents required to be maintained,pursuant to this Agreement
shall be made available for inspection or audit, at.any'time during regular business
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such documents
shall be provided to the Oversight Board.for inspection at Petaluma City Hall when
it is practical to do so. Otherwise,unless an alternative is mutually agreed upon, the
records shall be available at Consultant's address indicated for receipt of notices in
this Agreement.
D. Where Oversight Board has reason to believe that such records or documents may
be lost or discarded due to dissolution, disbandment or termination of Consultant's
business, Oversight. Board may, by written request by any of the above-named
officers, require that custody of the records be given to the Oversight Board and that
the records and documents be maintained in Petaluma City Hall. Access to such
records and documents shall be granted to any party, authorized by Consultant,
Consultant's representatives, or Consultant's successor in interest.
•
33. Headings. The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
34. Survival All obligations arising prior to the termination or expiration of this Agreement
and all provisions of this Agreement allocating liability between Oversight' Board and
Consultant shall survive the termination or expiration of this Agreement.
35. Entire Agreement. This Agreement, including the exhibits. attached' hereto and
incorporated herein, constitutes the entire agreement between the Patties with respect to the
Services, and supersedes all prior agreements or understandings, oral or written, between
the,Parties in this regard.
IN WITNESS WHEREOF, the parties hereto have executed this document the day,
month and year first above.written.
OVERSIGHT BOARD CONSULTANT
` (/
By .f■d V i \��h
Chair (,�Name f)
ATTEST: 't`c^w -1
- J6�a ' 113wI -Chit A; .RAW.
Title
Co . Avn S . 1:12. 3 6
[Oversight Board] Clerk Address
APPROVED AS TO FORM: J 4v EY't •cJ c c C P(( 1 I 1)4
• City State Zip
13 — t .00 �o
Successor Agency Attorney Taxpayer IiD.Number
APPROVED: -
Petaluma Business,Tax Certificate Number
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
Exhibit A
Scope of Work
On an as-needed basis,Consultant will perform a range of legal duties, which may include, but not
be limited to,the:following:
• Be present at Oversight Board Meetings
• Provide Brown Act and other legal advice, as necessary and requested by the'Board.or by
staff
• Provide legal advice regarding Oversight Board member duties, responsibilities and
obligations
• Provide legal advice and consultation on issues and actions before the Oversight Board
• Provide legal advice and consultation to the Oversight Board regarding its relationship to
and role with the Successor Agency
• Provide legal opinions as requested by the Oversight Board on matters related to the duties
of that board
• Other duties as necessary within the scope of the Oversight Board
Rates
Consultant will bepaid$285per hour for work performed by David Kahn, not to::exceed,$25 000.
Paralegal work will be billed at$95 to $125 per hour: Travel time from San.Francisco to'Petaluma
will be billed on a fiat rate of$270 per round trip.
Repayment for costs incurred under this agreement shall be limited to the funds.available'to the
Successor Agency of the dissolved Petaluma Community Development Commission as identified
on the Recognized Obligation Payment-Schedule("ROPS") for each six-month fiscal period,as
approved by the State Department of Finance ("DOF"). The City of Petalwna^general fund shall
not be expended or committed, expressly or impliedly, by the Oversight Board.entering>into'this
Agreement with Consultant. In no event shall the funds available for this contract exceed the
amount set forth herein for and during each six-month fiscal period of each ROPS prepared by
Successor Agency and thereafter as reviewed and approved by the Oversight.Board and the DOR
Exhibit B
INSURANCE REQUIREMENTS
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall have obtained all insurance required under this paragraph and such insurance
•
shall have been approved by the City;of Petaluma Attorney as to;form and the City of Petaluma
Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear
either in the body of the insurance policies or as endorsements and shall specifically bind the
insurance carrier.
Consultant shall procure and maintain for the duration of the.contract all necessary insurance
against claims now and in the future for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by the Consultant, the
Consultant's agents, representatives, employees and subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b, Contractual liability.
2. Insurance Services Office form covering Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Such other insurance coverages and limits as may be required by the City.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $,1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate liability is used either the general aggregate
limit shall apply separately to this Agreement or the general aggregate limit
shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and
property,damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
BodilyInjury by Disease- $1,000,000.each employee.
4. Such other insurance coverages and limits as may he required by the City.
C. Deductibles and Self-Insured Retentions
Any deductibles or.self-insured retentions must,be declared to and approved by the City:
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed
to contain the following provisions:
1. The City, its officers, officials, employees, agents and volunteers
are to be covered as Additional Insureds as respects:. liability arising out
of activities performed by or on behalf of the Consultant; products and
completed operations of the Consultant; premises owned, occupied or used
by the Consultant; or automobiles:owned,leased, hired or borrowed by the
Consultant. The coverage shall contain no special limitatioins'oMthe scope of
protection afforded to the City, its officers, officials, employees, agents or
volunteers.
2. For any claims related to this project, the Consultant's:insurance
coverage shall be as respects the City, its officers, '
officials, anploye agents, and volunteers. Any insurance or self-i surance
maintained by the City, its officers, officials, employees, agents or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
3. Any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to the City,
its officers, officials, employees, agents,or volunteers.
4: The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought except, with respect to the
limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except Mier thirty (30) days' prior written
notice by certified mail,return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to
require all contractors, subcontractors or others involve d in any way with the
Services to do likewise.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less
than A:VII.
F. Verification of.Coverage
Consultant shall furnish the City with original endorsements effecting coverage
required by this clause. The,endorsemcntsare to be signed by'a person authorized by
that insurer to bind coverage on its behalf. All endorsements are to be received and
approved by the City before the Services commence.
EXHIBIT
ACKNOWLEDGEMENT ANDsCERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living Wage Ordinance ("Ordinance"),Petaluma Municipal Code.Chapter
8.36,applies to certain service contracts,leases, franchises and other agreements or funding
mechanisms providing financial`assistance (referred to hereafter as an "Agreement") between
the City of Petaluma("City") and/or the Petaluma Community Development Commission
("PCDC") and contractors,lessees, franchisees, and/or recipients of City and/or PCDC funding
or financial benefits ("covered entities").
Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or
proposal for any Agreement-subject to the Ordinance,the covered entity shall:
• Acknowledge that the covered entity is aware of the Ordinance and intends to comply
with its provisions.
• Complete the Report of Charges, Complaints,Citations and/or Findings contained in
this Acknowledgement and Certification by providing information,including the date,
subject matter and manner of resolution,if any, of all wage;hour; collective bargaining,
workplace safety, environmental or consumer protection charges, complaints, citations,
and/or findings violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing,
Division of Occupational Safety and Health (OSHA),California Department of Industrial
Relations (Labor Commissioner),Environmental Protection Agency and/or National Labor
Relations Board,which have been filed or presented to'the coveted entity within the ten
years immediately prior to the bid,proposal,submission or request.
Pursuant to Petaluma Municipal Code Section'8.36.120, before the beginning of the term of any
covered Agreement, or prior to the execution of said Agreement by die City or die PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluuna Municipal Code Chapter 8.36.
By executing this Acknowledgement and Certification,the covered entity (i) acknowledges that it
isl aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
ACKNOWLEDGEMENT AND.CERTIFICATION PURSUANI'TO
CITY OF PETALUMA LIVING WAGE'ORDINANCE
Page t of
this Acknowledgement and Certification-is authorized to bind the covered entity as to the
matters coveted in this eledgmentand Certification.
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D:
(i: eItY\L J IbQh I-'l 4.1 i 2n'1a h. JA l!16.. Date:. ( g 3l ',�
(Print Name of Covered Entity/Business'Capacity) 11 II
By a 0 ..) Kt)V\
P tine)
( ignature)
Its ?0,Ane -
(Title/Capacity of Authorized`Signer) -
ACKNOWLEDGEMENT AND CERTIFICATION'PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
Page 2 of 3
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS
PURSUANT TO PETALUMA MUNICIPAL.CODE SECTION 8.36.120
FOR EACH WAGE,HOUR,COLLECTIVE BARGAINING,WORKPLACE SAFETY,ENVIRONMENTAL
OR CONSUMER PROTECTION CHARGE,COMPLAINT,CITATION,AND/OR FINDING OF VIOLATION
•
OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT,INCLUDING BUT NOT
LIMITED TO THE CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING,DIVISION OF
OCCUPATIONAL SAFETY AND HEALTH(OSHA),CALIFORNIA DEPARTMENT OF INDUSTRIAL
RELATIONS (LABOR COMMISSIONER),ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL
LABOR RELATIONS BOARD,WHICH:
• AFFECTS YOU AS A PROSPECTIVE CONTRACTOR,SUBCONTRACTOR,LESSEE,FRANCHISEE
AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY
DEVELOPMENT COMMISSION-FUNDED AGREEMENT OR BENEFIT SUBJECT TO
PETALUMA MUNICIPAL CODE CHAPTER 8.36(LIVING WAGE ORDINANCE),AND
• HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR
TO THE BID,PROPOSAL,SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT
AND CERTIFICATION IS MADE.
PLEASE PROVIDE THE DA FE,THE REGULATORY AGENCY OR COURT MAKING THE CHARGE
COMPLAINT,CITATION OR FINDING,THE SUBJECT MATTER AND THE.MANNER OF RESOLUTION,
IF ANY,FOR EACH SUCH CHARGE COMPLAINT,CITATION OR FINDING.
N.)1.0 IF NONE,PLEASE STATE"NONE": �'OVIC.
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution, if any:
Expected resolution,if known:
June 2011 (Manage#16386972)
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
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