Loading...
HomeMy WebLinkAboutItem 4.1 GHAD SR Legal Svcs & Appoint BoardSTAFF REPORT SCHAEFER RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT DATE: July 16, 2013 DISTRICT CLERK File #600- 30/610 -30 TO: Honorable President and Board of Directors FROM: Joni Pattillo City of Dublin City Manager""'', ".. SUBJECT: Approval of Legal Services Agreement and Appointment of District Manager, District Clerk, District Treasurer, District Engineer, and District Counsel Prepared by Andrew Russell, Dublin City Engineer EXECUTIVE SUMMARY: Construction of the Schaefer Ranch development is nearing completion and permanent Geologic Hazard Abatement District officers are needed. Additionally, from time to time, the District needs legal services. Staff recommends that the Board enter into a legal services agreement with Meyers, Nave, Riback, Silver & Wilson, appoint Adam U. Lindgren as District Counsel, and appoint permanent District officers. FINANCIAL IMPACT: The services of the District Manager, District Clerk, District Treasurer, District Engineer, and District Counsel will be financed by the District assessment. District staff will establish and report to the Board on mechanisms and accounting practices so that the cost of District staff is paid for by the District assessment and not the City of Dublin General Fund. RECOMMENDATION: Staff recommends that the Board: 1) Adopt the Resolution approving the Agreement for Legal Services and Authorizing the District Manager to execute the Agreement; and 2) Adopt the Resolution Appointing the Dublin City Manager as the District Manager, the Dublin City Clerk as the District Clerk, the Dublin Administrative Services Director as the District Treasurer, the Dublin City Engineer as the District Engineer, and Adam U. Lindgren as District Counsel. K +e a r-A, Submit ed By Interim District Manager wh / Vi Submitted By Interim District Treasurer YYY G// Reviewed by Assistant City Manager Page 1 of 3 ITEM NO. 4.1 DESCRIPTION: The Schaefer Ranch Geologic Hazard Abatement District (District) was approved and formed by the Dublin City Council on December 5, 2006. The Dublin City Council sits as the Board of Directors of the District, and the Mayor of Dublin serves as the Board President. The District will own property within the Schaefer Ranch development and the District will maintain and operate various improvements designated in the Schaefer Ranch District Plan of Control. Construction of the Schaefer Ranch development is nearing completion and the developer, Schaefer Ranch Holdings, LLC, is preparing the property and improvements for acceptance by the Board. It is anticipated that the property will be ready for acceptance in the next few months. Until then, the developer owns the property and is responsible for maintenance and operation in accordance with the Plan of Control. On December 18, 2007, the Board appointed the Dublin Public Works Director as the interim District Manager, the Dublin City Clerk as the interim District Clerk, the Dublin Administrative Services Director as the interim District Treasurer, and Eric Harrell of Engeo, Inc., as the interim District Engineer. Engeo, Inc., is the developer's geologic and geotechnical consultant and Eric Harrell prepared the Plan of Control and the Engineer's Report for the District. In December 2007, staff anticipated that an independent District Manager, separate from City of Dublin staff, would be recommended when the District accepts and begins operating and maintaining the District improvements. The primary benefit of having non -City employees as District Manager and staff is that it increases the separation and independence of the District from the City. However, having City of Dublin staff serve as District staff can be more efficient because of accumulated knowledge about the facilities, services, and standards. On balance staff now recommends that the Board appoint City of Dublin staff as permanent District Officers. Staff believes that by applying appropriate and rigorous practices to maintain separate records, finances, and Board documents, an appropriate and legal separation between the City and District can be maintained. Staff recommends the following appointments: District Officer Title Interim Incumbent, Recommended Appointment Manager Public Works Director City Manager Clerk City Clerk City Clerk Treasurer Administrative Services Director Administrative Services Director Engineer Eric Harrell, Engeo, Inc. City Engineer The recommended appointments of City of Dublin staff to these District positions will make the staffing of the District identical to that of the Fallon Crossing Geologic Hazard Abatement District (Fallon Crossing CHAD). The Fallon Crossing GHAD Board appointed these positions in November 2011. Legal Services and District Counsel The City of Dublin has contracted with Meyers, Nave, Riback, Silver & Wilson ( "Meyers Nave ") for legal services since the City's incorporation in 1982. During that time, the City Attorney has occasionally provided legal services for separate legal entities created by or associated with the City, such as the District. Page 2 of 3 The District, from time to time, will need legal services and because the District is a separate legal entity from the City, with a separate operating budget, staff recommends that the District contract for legal services. Meyers Nave is willing to provide legal services to the District, through the services of Adam U. Lindgren, a principal with Meyers Nave. Mr. Lindgren has been practicing law since 1995. He serves as the City Attorney for Rancho Cordova and is special counsel to the cities of Fresno, Sacramento, and Livingston, as well as other districts and agencies. Mr. Lindgren has extensive experience dealing with GHAD - related matters and was a founding member of the California Association of Geologic Hazard Abatement Districts. Mr. Lindgren has also been the Fallon Village Geologic Hazard Abatement District Counsel since July 2012. Staff recommends that the Board consider approving an Agreement with Meyers, Nave, Riback, Silver & Wilson for the provision of District Counsel services by Adam U. Lindgren. If the Board approves this agreement, legal services will be provided to the District at the same rate that the City of Dublin pays Meyers Nave for legal services that are reimbursed by third parties. The rate will be adjusted when the City adjusts the third party reimbursement rate. Approval of this agreement and appointment of Mr. Lindgren as District Counsel will establish a legal separation between the City of Dublin and the Schaefer Ranch Geologic Hazard Abatement District. This will help insulate both the City and the District from the risk of liability arising from District activities and District property ownership. NOTICING REQUIREMENTS /PUBLIC OUTREACH: None required. ATTACHMENTS: 1. Resolution Approving the Agreement for Legal Services and Authorizing the District Manager to Execute the Agreement 2. Exhibit "A" to Resolution, Legal Services Agreement 3. Resolution Appointing the Dublin City Manager as the District Manager, the Dublin City Clerk as the District Clerk, the Dublin Administrative Services Director as the District Treasurer, the Dublin City Engineer as the District Engineer, and Adam U. Lindgren as District Counsel Page 3 of 3 SCHAEFER RANCH GHAD RESOLUTION NO. - 13 A RESOLUTION OF THE BOARD OF THE SCHAEFR RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT APPROVING AN AGREEMENT WITH MEYERS, NAVE, RIBACK, SILVER, AND WILSON FOR LEGAL SERVICES AND AUTHORIZING THE DISTRICT MANAGER TO EXECUTE THE AGREEMENT WHEREAS, this Resolution is adopted pursuant to the provisions of Division 17 (Section 26500 et seq.) of the Public Resources Code, entitled "Geologic Hazard Abatement Districts" ( "the GHAD law "); and WHEREAS, the Schaefer Ranch Geologic Hazard Abatement District requires legal services; and WHEREAS, the qualifications of Meyers, Nave, Riback, Silver, and Wilson are appropriate for the work proposed. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Schaefer Ranch Geologic Hazard Abatement District hereby approves the Agreement (attached hereto as Exhibit A) with Meyers, Nave, Riback, Silver, and Wilson for legal services. BE IT FURTHER RESOLVED that the District Manager is authorized to execute the Agreement. BE IT FURTHER RESOLVED that the District Clerk shall certify the adoption of this Resolution. BE IT FURTHER RESOLVED that this Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED this 16th day of July, 2013, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: District Clerk Board President EXHIBIT A AGREEMENT FOR LEGAL SERVICES This Agreement, made and entered into as of July 16, 2013, by and between the SCHAEFER RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT, a political subdivision of the State of California, hereinafter referred to as "DISTRICT," and MEYERS, NAVE, RIBACK, SILVER & WILSON, a professional law corporation, hereinafter referred to as " MNRSW." WITNFSSFTH WHEREAS, it is the desire of the parties hereto to enter this agreement and establish the terms and conditions for rendition of legal services to the DISTRICT and the compensation therefore. NOW, THEREFORE, IT IS MUTUALLY AGREED as follows: 1. Appointment of District Counsel. DISTRICT hereby retains ADAM U. LINDGREN, hereinafter referred to as "ATTORNEY," as District COUNSEL for the DISTRICT and ATTORNEY agrees to faithfully represent the legal interests of DISTRICT during the term of this agreement 2. ATTORNEY's Services. ATTORNEY shall provide through his own services, and those of such other attorneys of MNRSW as he shall determine, all legal services usually and normally provided by District Counsels. Such services shall include, but not be limited to: a. Attendance at District meetings; Preparation of ordinances, resolutions, leases, contracts or other legal documents; C. Preparation of all findings, decisions or other documents pertaining to legislative or quasi - judicial actions or decisions made by the District Board of Directors or officers; d. Rendering legal advice (both oral and written) to members of the District Board of Directors, and to District management and staff with respect to District matters; e. Negotiating and /or rendering advice with respect to negotiations pertaining to District's contracts, leases and memoranda of.understanding; Legal Services Agreement Page 1 of 3 (Between Schaefer Ranch GHAD and MNRSW) f. Representing District in litigation and/or arbitration or other judicial, administrative or quasi - judicial proceedings; g. Furnishing legal services for assessment proceedings. 3. Independent Contractor. ATTORNEY shall provide legal services to DISTRICT as an independent contractor, with control over his offices, hours, support staff and other matters except as provided herein. 4. Compensation. District shall compensate ATTORNEY, through MNRSW, in the initial amount of $264 per hour for all services rendered, whether by ATTORNEY or by other attorneys associated with MNRSW. The initial hourly rate is based on the rate that the City of Dublin pays MNRSW for services that are reimbursed by third parties, and the hourly rate shall be adjusted from time to time based on adjustments to the hourly rate that City pays MNRSW for services that are reimbursed by third parties. MNRSW will also be reimbursed for customary costs and disbursements, including deposition and witness fees, court costs, telephone, photocopying, facsimile charges, computer research on -line fees and messenger services. ATTORNEY, through MNRSW, shall bill DISTRICT at least on a monthly basis and DISTRICT agrees to pay ATTORNEY within 30 days of such bill or statement. 5. No Assignment. This Agreement is entered into by DISTRICT and MNRSW and, except as set forth herein, the rights and obligations of ATTORNEY may not be assigned or delegated to any other attorney of MNRSW without express written consent of the District Board of Directors. This Agreement is not assignable. 6. Insurance ATTORNEY agrees, through MNRSW, to carry malpractice insurance in full force and effect during the term of this agreement in an amount not less than $200,000 per person and $600,000 per occurrence. 7. Insurance ATTORNEY agrees, through MNRSW, to carry malpractice insurance in full force and effect during the term of this agreement in an amount not less than $1,000,000 (one million dollars) per person and $2,000,000 (two million dollars) per occurrence. Legal Services Agreement Page 2 of 3 (Between Schaefer Ranch GHAD and MNRSW) 8. Term This Agreement shall be terminable by DISTRICT at will and by ATTORNEY upon 30 days' written notice. 9. Effective Date. This Agreement shall be effective July 16, 2013. IN WITNESS WHEREOF, the parties have executed this Agreement for Legal Services the day and year set forth below. Dated: SCHAEFER RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT A political subdivision of the State of California Joni Pattillo, District Manager Attest: District Clerk MEYERS, NAVE, RIBACK, SILVER & WILSON Dated: By: Adam U. Lindgren, Princip 2104791.1 Legal Services Agreement Page 3 of 3 (Between Schaefer Ranch CHAD and MNRSW) SCHAEFER RANCH GHAD RESOLUTION NO. - 13 A RESOLUTION OF THE BOARD OF THE SCHAEFR RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT APPOINTING THE DUBLIN CITY MANAGER AS THE DISTRICT MANAGER, THE DUBLIN CITY CLERK AS THE DISTRICT CLERK, THE DUBLIN ADMINISTRATIVE SERVICES DIRECTOR AS THE DISTRICT TREASURER, THE DUBLIN CITY ENGINEER AS THE DISTRICT ENGINEER, AND ADAM U. LINDGREN OF MEYERS, NAVE, RIBACK, SILVER, AND WILSON AS DISTRICT COUNSEL WHEREAS, this Resolution is adopted pursuant to the provisions of Division 17 (Section 26500 et seq.) of the Public Resources Code, entitled "Geologic Hazard Abatement Districts" ( "the GHAD law "); and WHEREAS, the GHAD law permits the Board of Directors to appoint a District Manager, District Clerk, District Treasurer, District Engineer, District Counsel, and other officers of the District as may be appropriate; and WHEREAS, on December 18, 2007, the Board of the Schaefer Ranch Geologic Hazard Abatement District approved Resolution 1 -07, which appointed the interim District Manager, interim District Clerk, interim District Treasurer, and interim District Engineer. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Schaefer Ranch Geologic Hazard Abatement District hereby appoints the Dublin City Manager as the District Manager. The District Manager's duties shall include (a) managing and directing, on an everyday basis, the GHAD operations and staff, (b) awarding and executing contracts, as may be approved by the Board of Directors, for repairs, maintenance and improvement projects within the GHAD and for professional and support services, and (c) such other powers as may be delegated from time to time by the Board of Directors. BE IT FURTHER RESOLVED that the District Manager shall be authorized to make, without Board approval, any expenditures on behalf of the Board that are (a) less than $100,000, and (b) consistent with the approved District budget, and (c) consistent with the Plan of Control. BE IT FURTHER RESOLVED that the Board of Directors hereby appoints the Dublin City Clerk as the District Clerk. The District Clerk shall have such duties as are set forth in the GHAD law and duties as may from time to time be directed or delegated by the District Manager. BE IT FURTHER RESOLVED that the Board of Directors hereby appoints the Dublin Administrative Services Director as the District Treasurer. The District Treasurer shall have such duties as are set forth in the GHAD law and duties as may from time to time be directed or delegated by the District Manager. BE IT FURTHER RESOLVED that the Board of Directors hereby appoints the Dublin City Engineer as the District Engineer. The District Engineer's duties shall include preparing, or directing the preparation of, reports referenced in Public Resources Code Section 26651 and duties as may from time to time be directed or delegated by the District Manager. BE IT FURTHER RESOLVED that the Board of Directors hereby appoints Adam U. Lindgren of Meyers, Nave, Riback, Silver, and Wilson, as District Counsel. BE IT FURTHER RESOLVED that the District Clerk shall certify the adoption of this Resolution. BE IT FURTHER RESOLVED that this Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED this 16th day of July, 2013, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: District Clerk Board President