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Resolution No. 2012-186RESOLUTION NO. 2012-186 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR LEGAL SERVICES FOR PROPOSED DEVELOPMENT AGREEMENT AND LAND USE MATTERS WHEREAS, the City of Vernon is interested in obtaining proposals from qualified law firms to provide legal advisory services with respect to a proposed housing development project on City owned property at 4675 52Id Drive and the adoption of a General Plan Update and zoning amendments to accommodate the new housing project; and WHEREAS, the Director of Community Services &Water is seeking permission for legal services for a proposed development agreement and land use matters (the "RFP"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to issue in accordance with Vernon City Code Section 2.29-2, the RFP, a copy of which is attached hereto as Exhibit A, to one or more qualified law firms, and to report to the City Council on the proposals received with a recommendation for action. SECTION 3: The Acting City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Acting City Clerk of the City of Vernon shall cause this resolution and the Acting City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 2nd day of October, 2012. IV Name: William J. DaViS Title:`Ip.n� Mayor Pro-Tem T ST: Da'a Reed, Acting City Clerk - 2 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-186, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, October 2, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this �jlll day of October, 2012, at Vernon, California. (SEAL) - 3 - — 11 (y (j Da/haDa/hav Reed, Acting City Clerk EXHIBIT A City of Vernon Request for Proposals (RFP) Legal Services Proposed Development Agreement and Land Use Matters �FO NpE�ELY City of Vernon City Attorney's Office 4305 Santa Fe Avenue, Vernon Ca 90058 Phone: (323) 583-8811 September 2012 I. INTRODUCTION AND PROJECT The City of Vernon ("City") is currently seeking Proposals from law firms interested in providing legal advisory services with respect to a proposed housing development project on City owned property at 4675 52"d Drive and the adoption of a General Plan Update and zoning amendments to accommodate the new housing project ("Project"). The City will select a firm as Associate Counsel, with demonstrated competence and a cost effective approach to advising the City on CEQA related issues, zoning land use issues, soil remediation issues, and in drafting and negotiating a development agreement with the recommended proposer. II. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history Vernon has been developed as an industrial community. At the turn of the 20th century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business men and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1920's Vernon was attracting large stockyards and meatpacking facilities. In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities, The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected from the City at -large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tern from its own membership to serve one-year terms. III. SCOPE OF SERVICES The City has selected Meta Housing Corporation as a qualified and experienced developer for the development of a project on a lot presently owned by the City and located at 4675 52"d Street. The Site is approximately 2.06 acres. Although the preferred development is residential, there are presently zoning and land use impediments to residential construction. An Environmental Site assessment has revealed some conditions which must be remediated. In addition, the City of Vernon is currently updating its General Plan and Zoning Ordinance to create a housing overlay zone. Currently housing is not permitted in the City. This will require a rewrite of the Housing Element and changes to other elements in the General Plan. The City, is taking this opportunity to make additional zoning amendments including expanding the Commercial overlay zone and creating a Truck and Freight Terminal overlay zone along with other minor amendments. The City is preparing a supplemental EIR in conformance with CEQA. The selected Associate Counsel will work under the direction of the City Attorney's Office and the Director of Community Service and Water in CEQA related -2- issues, zoning land use issues, soil remediation issues, and in drafting and negotiating a development agreement with the recommended proposer. IV. QUALIFICATIONS & CRITERIA A. Qualifications: The City of Vernon will select a law firm as Associate Counsel on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposal: 1. The proposer has advanced knowledge of the laws and practices relating to development and housing related development projects in California, including, without limitation, zoning and land use, housing law, environmental law, the California Environmental Quality Act and Exclusive Negotiation and Development Agreements. 2. The proposer has a demonstrated track record of success in handling all legal aspects of development and housing development projects and the legal areas mentioned above. 3. Each proposer shall provide three references, preferably from governmental entities, for relevant work performed in the past five years. When possible, include references from cities of a similar size and character to Vernon. If the proposer does not have three governmental entity references, references from private entities may be provided. 4. The proposer can demonstrate understanding of the assignment and knowledge of the skills necessary to serve in the role of Associate Counsel. B. Selection Criteria: The following items will be used to evaluate each proposer: 1. 40% Qualifications, background and prior experience of the firm relating to development and housing related development projects in California, including, without limitation, zoning and land use, housing law, environmental law, the California Environmental Quality Act and Exclusive Negotiation and Development Agreements, experience of key staff assigned to oversee legal services provided to Vernon, evaluation of size and scope of similar work performed and success on that work., 2. 30% Cost and fees to the City for handling matters. Cost is not the sole determining factor but will be taken into consideration. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer. 3. 10% Responsiveness to the RFP, and quality and responsiveness of the proposal. -3- 4. 20% References including past performance of proposer. V. FORMAT AND DELIVERY RESPONSE Respondents are asked to submit seven (7) copies of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Limit your proposal to 20 typed 8.5" x 11" pages, or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments). You may attach company brochure materials if you wish, but these must be as separate attachments and independent from the required elements noted above. 1. Use a conventional typeface with a minimum font size_ of 12 points. Use a 1" margin on all boarders. 2. Organize your submittal in the order described above. 3. Provide one (1) unbound original of your firm's response and one electronic version 4. Prominently label the package: "RFP for Legal Services for Proposed Housing Development Project" and include the name of the prime respondent. Deliver the response to: City of Vernon Attention: City Attorney's Office 4305 Santa Fe Avenue Vernon, CA 90058 5. Responses are due on or before 5:00 p.m., on October 30, 2012. Late responses will not be accepted. 6. If you have any questions about the Housing Development Project, please contact Kevin Wilson at (323) 583-8811 ext. 245. 7. If you have any questions about this RFP, please contact Willard Yamaguchi at (323) 583-8811 ext. 175. B. Cover Letter: All proposals shall include a cover letter which states that the proposal shall remain valid for a period. of not less than ninety (90) days from the date of submittal. If the proposal contemplates the use of sub -contractors, the sub -contractors shall be identified in the cover letter. If the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the name, address and telephone number of the business entity; and the name, title, address and telephone number of a contact person during the proposal evaluation period. M C. Introduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames aild your identified budget. D. General Scope of Work: Briefly summarize the scope of work as the proposer perceives or envisions it. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all products. Define the scope of each task including the depth and scope of analysis or research proposed. F. Specific Work Products: Identify the specific end products that will be submitted. Include concepts as to the form and content of each work product. G. Proposed Schedule: Present a comprehensive schedule reflecting time frames and milestones for completing each phase and task. H. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. 1. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The Coordinator shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. J. Affidavit of Non -Collusion. Proposer must submit a completed and signed, "Affidavit of Non -Collusion." (Copy Attached as Exhibit A). -5- VI. VII. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City Administrator's Office. -6- VIIL RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. X. STANDARD TERMS AND CONDITIONS Prior to the award of any work hereunder, City and proposer shall enter into the written contract attached hereto as an Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. -7- EXHI13IT A AFFIDAVIT OF NON -COLLUSION AFFIDAVIT OF NON -COLLUSION BY CONTRACTOR STATE OF CALIFORNIA ) )SS COUNTY OF LOS ANGELES ) being first duly sworn deposes and says that he/she is _ (Insect "Sole Owner", "Partner", "President, "Secretary", or other proper title) of (Insect name of bidder) who submits herewith to the City of Vernon a proposal; That all statements of fact in such proposal are true; That such proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such proposal. is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal; b. Did not directly or indirectly, collude; conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham proposal, or that anyone should refrain from bidding or withdraw his proposal; C. Did not, in any mariner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his business. I certify under penalty of perjury that the above information is correct By: Title: IRM EXHIBIT B CONTRACT -10- ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND [ASSOCIATE COUNSEL] COVER PAGE Associate Counsel: Responsible Principal of Associate Counsel Notice Information - Associate Counsel: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period [insert name of Associate Counsel] [insert name, title] [insert name of Associate Counsel] [insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [insert department head] [insert department head title] Telephone: (323) 583-8811 ext. [insert] Facsimile: [insert fax number] Email: [insert email] [insert commencement date] [insert termination date] Total not to exceed $[insert amount] (includes all applicable sales tax) [insert number of years contractor must retain records] -11- ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND [ASSOCIATE COUNSEL] THIS AGREEMENT is entered as of , 2012, between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and [Associate Counsel's Name], a [State incorporated in] corporation ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties," RECITALS WHEREAS, the City, acting through its City Attorney, desires to engage Associate Counsel, in association with the City Attorney, to assist the City Attorney in providing legal advisory services to assist in the drafting and negotiating of a Development and Disposition Agreement and to provide oversight of the redrafting of the General Plan, Zoning Ordinance and associated CEQA document to ensure that their conformity with State Law; and WHEREAS, Associate Counsel possesses the skills, qualifications and experience necessary to assist as Associate Counsel in said matters; and WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interest of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City. NOW, THEREFORE, the Parties agree as follows; 1.0 Scope of Services. Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit A, hereto, , a principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. 2.0 Time of Performance and Term. The services of Associate Counsel are to commence upon the signing hereof ("Effective Date"), and the written assignment of particular matters, and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall terminate three years from the Effective Date. 3.0 Budgeting, Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion -12- of the City Attorney. The general framework of the litigation budgeting and planning procedures is as follows: 3.1 Budget: 3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney. 3.1.2 The budget shall include an estimate of the attorney'.s hours, fees and disbursements during each phase and activity. 3.1.3 The budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. 3.1.4 Each line item should be given a code number that can be used in the. billing process and in preparation of updated progress reports. 3.1.5 The budget is not a fixed fee agreement and is subject to revision. However, Associate Counsel understands and agrees that failure to timely submit a budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel 3.2 Plan. 3.2.1 In addition to the budget, Associate Counsel shall prepare a plan, at least every twelve months, or as more frequently requested. The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues, and c) tasks toward completion 3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion. 3.2.3 The City Attorney is to be consulted regarding staffing of assigned matters and is to be advised of any significant shift in staffing. 3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of signing this Agreement. - 13 - 4.0 Compensation, Reimbursement and Methods of Payments. 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same, or similar, services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit B, which is attached hereto and fully incorporated herein by reference. Associate Counsel's total compensation in any one year of this Contract shall not exceed the amount of Vinsert amountl, without prior approval of the City Council and written amendment of this Contract. Associate Counsel's grand total, not -to - exceed compensation for the three (3) years of this Contract shall not exceed the amount of Vinsert amountl, without prior approval of the City Council and written amendment of this Contract. 4.2 Reimbursement. In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15 cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, secretarial time of any nature (normal, overflow or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services. 4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible. 4.4 The City expects moderation with regard to all expenses. 4.5 Method of Billing. Unless otherwise agreed, Associate Counsel shall provide monthly bills unless charges for a particular month are insignificant, The following information must be provided in monthly bills: A. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account. B. Identification of the lawyer who is in charge of the matter. C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. -14 D. Each billing item will be separately stated on a separate line identifying the biller, the time spent and the exact nature of the service rendered. Narrative billing and block billing are unacceptable. For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, i.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work. Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", ".telephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow accountability and are therefore unreimbursable. E. The City will not pay for interoffice conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified. F. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case. G. The City expects the attorney assigned to the case to handle all significant matters in the assigned matter. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. • Thus, only those attorneys or persons approved in advance by the City may bill on the case. Resumes will be provided for all persons (other than clerical or secretarial) working on the case. H. No more than two support staff may bill on a particular case without the prior approval of the City. I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date - stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc. J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget. - 15 - K. A tracking system must be set up to periodically, at least every six months, compare the amount of work completed to a percentage of the budget absorbed. L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research). N. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses. O. No finance charge or interest will be paid by the City, nor billed by Associate Counsel. 4.6 Timing of Payment. The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis. 5.0 Engagement of Other Counsel. Specialists or Experts. Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney. 6.0 Termination of Agreement and Legal Services. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination. 7.0 Interest of Members of Local Public Agency. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. -16- 8.0 Interest of Counsel. Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his sole discretion, objects for any reason. 9.0 General Procedures. 9.1 Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the plan is approved, the firm need not advise the City of each and every step being taken. As long as the firm is complying with the plan, the firm should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken. 9.2 All correspondence to the City shall reference the City Attorney File Number. 10.0 Policy for Investigation and Discovery Assistance. A copy of the City Attorney's Policy for Investigation and Discovery Assistance is attached hereto as Exhibit C which is attached hereto and fully incorporated herein by reference. 11.0. Conflict of Interest. Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law. 12.0 Maintenance and Inspection of Records. 12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement. 12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies. -17- 12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals and overhead. 13.0 Indemnity. 13.1 Associate Counsel agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, and covenants not to sue, the City, its Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of, any performance under this Agreement, or any acts, errors or omissions (including, without limitation, professional negligence) of Associate Counsel, its employers, representatives, subcontractors, or agents in connection with the performance of this Agreement. 13.2 This Agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Associate Counsel and its employees or agents, and members of the general public). 14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Associate Counsel, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees, of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/z times the basic rate of pay. Living Wages. Associate Counsel, or Subcontractor, if any; working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. -18- 15.0 INSURANCE. Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. 15.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its Council, commissioners, officers, employees, agents and volunteers registered with the City of Vernon must be endorsed on the policy as additional insureds as respects liability arising out of the Associate Counsel's performance of this Agreement. 15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be purchased if non -renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must. be identified and claims history provided to determine amounts remaining under the aggregate. 15.4 Associate Counsel shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: 15.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or 15.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or 15.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement. -19- 15.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City. 15.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 15.4.6 Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 15.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel 16.0 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 17.0 Incorporation by Reference. This contract incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments. -20- 1 &0 Order of Precedence. In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. [Signatures Begin on Next Page]. -21- IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation M Mayor / Mayor Pro-Tem ATTEST: Dana Reed, Acting City Clerk APPROVED AS TO FORM: Willard G. Yamaguchi, Chief Deputy City Attorney [ASSOCIATE COUNSEL], a [State incorporated in] corporation By: Name: Title: By: Name: Title: -22- EXHIBIT A SCOPE OF SERVICES - 23 - EXHIBIT B LAW FIRM XXXXXXXX)CXXXXX)CX Los Angeles, CA xxxxx (900)xxx-xxxx Nicholas George Rodriguez City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re; Plaintiff v. City of Vernon City Attorney No.: 00000 Dear Mr. Rodriguez: The following hourly fees are agreeable; A) John Jones, Partner $xxx.00 B) John Roe, Associate xxx.00 C) One paralegal xx.00 Very truly yours, xxxxxxxxxxxxxxxxxx For the Firm -24- EXHIBIT C POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE The following sets forth the policy of this office regarding investigation and other assistance in the defense of liability cases involving the City of Vernon or City employees. The objective is to provide current and long-range investigative assistance and guidance on all liability cases. 1 Copies of the summons, complaint and claims investigation reports, if available, will be forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel. 2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further investigative needs. The services of an investigating agency, approved by the City Attorney, may be requested to assist Associate Counsel in their investigation. The agency is to furnish this office with copies of all its reports. 3. After receiving Associate Counsel's request, the investigating agency commences the specified investigation and outlines its recommendations for additional investigation, but does not commence such additional investigation until specifically requested by Associate Counsel to do so. 4. In addition to investigation, the investigating agency assists with such discovery, needed diagrams, photographs and other information as may be requested by Associate Counsel, 6. Associate Counsel is requested to review the claims investigation file sent with the assignment of defense so as to preclude unnecessary or duplicate investigative expenses. 6. Copies of the Vernon Municipal Code and other City documents can be readily obtained from the City Attorney's Office. 7. Attendance at mandatory settlement conferences will include only Associate Counsel and an attorney from the City Attorney's Office. Neither the Claims Coordinator nor investigators shall attend unless specifically requested to do so by this office. - 25 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: i A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. -26- CC �6� /© F� CEIVED N OF VE SEP 26 2012 - -- CITY ADMINISTRATION R .�„ r b • ce SEP.2 6 2012 STAFF REPORT CITY CLERK'S OFF&MMUNITY SERVICES & WATER DEPARTME -- DATE: September 25, 2012 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson, Director of Community Services & Water RE: RFP for Legal Services- Development Agreement and Planning Matters - - The City is proposing to enter into an Exclusive Negotiation Agreement (ENA) with Meta Housing Corporation for the development of a new housing project along 52nd Drive in the City of Vernon. The goal of the ENA is to develop a disposition and development agreement (DDA) detailing the parameters for the development of the site. These parameters of the DDA may include: 1) The scope of the development, setting forth number of housing units and number of required parking stalls and other site parameters including, building height, acceptable architectural and landscape quality, access, circulation, on and offsite improvement, site perimeter treatments, signage and lighting. 2) The manner in which the edges of the development are designed to maximize compatibility with abutting and adjacent uses. 3) Sources and uses of budget, which shall be based on a financial pro forma that will be approved by the City to show that the developer has financial capability to construct the project. 4) Timing and conditions precedent for the conveyance or leasing of the property of portions thereof. 5) Financial assistance to be provided by the City including, conveying the subject site in fee title or a cash payment for eligible project costs. 6) A schedule of performance encompassing appropriate and necessary legal, administrative, financial and construction benchmarks to be met by both parties. 7) Insurance, bonding and other requirements. In addition, the Community Services Department is in the process of updating the City's General Plan and amending its zoning ordinance. The update proposes to create a new housing overlay zone. Currently housing is not permitted in the City. This will require a rewrite of the Housing Element and changes to other elements in the General Plan. City staff is proposing to take this opportunity to make additional zoning - amendments including expanding the Commercial overlay zone and creating a Truck and Freight Terminal overlay zone along with other minor amendments. The City is preparing a supplemental EIR in conformance with CEQA for this project. The subject areas require specialized knowledge of the law. City staff has consulted with the City Attorney's office and has concluded that the City should retain outside counsel to assist in the drafting and - negotiating of a Development and Disposition Agreement and to provide oversight of the redrafting of the - - General plan, Zoning Ordinance and associated CEQA document to ensure their conformity with State law. -- -- --- Both development law and land use law are specialized areas of legal practice; Vernon does not have either a development lawyer or a land use lawyer on staff. Project related services of legal counsel would generally be considered "soft" costs within the budget of the development project, similar to architectural fees and -- construction management costs. Staff is seeking authorization from City Council to permit the issuance of a request for proposal to seek outside counsel to assist in the negotiation and drafting of a Disposition and Development Agreement and provide legal services in association with the General Plan update and Zoning Ordinance amendment. Attached herewith is a copy of the Request for Proposal. The Request for Proposal structures a competitive selection process, where the contract would be awarded on the basis of both qualifications and price according to a predetermined and weighted scoring. The Request for Proposal requires the proposing law firms to establish rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same, or similar services. The Request for Proposal conforms to best and accepted practice for securing professional services. SKW q OF rER LO y OIIh r e GSVf1Y lNDV9 COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark C. Whitworth, City Administrator 41 FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: September 25, 2012 SUBJECT: RFP for Legal Services- Development Agreement and Planning Matters The City is proposing to enter into an Exclusive Negotiation Agreement (ENA) with Meta Housing Corporation for the development of a new housing project along 52°d Drive in the City of Vernon. The goal of the ENA is to develop a disposition and development agreement (DDA) detailing the parameters for the development of the site. These parameters of the DDA may include: 1) The scope of the development, setting forth number of housing units and number of required parking stalls and other site parameters including, building height, acceptable architectural and landscape quality, access, circulation, on and offsite improvement, site perimeter treatments, signage and lighting. 2) The manner in which the edges of the development are designed to maximize compatibility with abutting and adjacent uses. 3) Sources and uses of budget, which shall be based on a financial pro forma that will be approved by the City to show that the developer has financial capability to construct the project. 4) Timing and conditions precedent for the conveyance or leasing of the property of portions thereof. 5) Financial assistance to be provided by the City including, conveying the subject site in fee title or a cash payment for eligible project costs. 6) A schedule of performance encompassing appropriate and necessary legal, administrative, financial and construction benchmarks to be met by both parties. 7) Insurance, bonding and other requirements. In addition, the Community Services Department is in the process of updating the City's General Plan and amending its zoning ordinance. The update proposes to create a new housing overlay zone. Currently housing is not permitted in the City. This will require a rewrite of the Housing Element and changes to other elements in the General Plan. City staff is proposing to take this opportunity to make additional zoning amendments including expanding the Commercial overlay zone and creating a Truck and Freight Terminal overlay zone along with other minor amendments. The City is preparing a supplemental EIR in conformance with CEQA for this project. The subject areas require specialized knowledge of the law. City staff has consulted with the City Attorney's office and has concluded that the City should retain outside counsel to assist in the drafting and negotiating of a Development and Disposition Agreement and to provide oversight of the redrafting of the General plan, Zoning Ordinance and associated CEQA document to ensure their conformity with State law. Both development law and land use law are specialized areas of legal practice; Vernon does not have either a development lawyer or a land use lawyer on staff. Project related services of legal counsel would generally be considered "soft' costs within the budget of the development project, similar to architectural fees and --- - construction management costs. Staff is seeking authorization from City Council to permit the issuance of a request for proposal to seek outside counsel to assist in the negotiation and drafting of a Disposition and Development Agreement and provide legal services in association with the General Plan update and Zoning Ordinance amendment. Attached herewith is a copy of the Request for Proposal. The Request for Proposal structures a competitive selection process, where the contract would be awarded on the basis of both qualifications and price according to a -. . predetermined and weighted scoring. The Request for Proposal requires the proposing law firms to establish rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same, or similar services. The Request for Proposal conforms to best and accepted practice for securing professional services. SKW CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: October 29, 2012 TO: Samuel Kevin Wilson, Director of Community Services and Water FROM: Ana Barcia; Deputy City Clerk W RE: Resolution No. 2012-186 — A Resolution of the City Council of the City of Vernon Authorizing the Issuance of a Request for Proposals for Legal Services for Proposed Development Agreement and Land Use Matters Transmitted herewith is a copy of Resolution No. 2012-186 referenced above, which was approved by City Council on October 2, 2012. Thank you. C � Attachment c: Resolution No. 2012-186 Yesenia Ramirez