Agreement - Best Best & Krieger LLP (BBK) - Contract No. 24CDD1277 - Legal Services for Cherry Blossom Apartments - Signed 2023-10-17City of Gilroy
Agreement/Contract Tracking
Today’s Date: October 17, 2023 Your Name: Monica Sendejas
Contract
Type:
Other (Non-Standard contracts
must be reviewed by the City
Administrator prior to initiating)
Phone Number: 408-846-0266
Contract Effective Date:
(Date contract goes into effect)
10/17/2023
Contract Expiration Date: 6/30/2025
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Best Best & Krieger LLP (BBK)
Contract Subject:
(no more than 100 characters)
Legal Services for Cherry Blossom Apartments
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
not to exceed $17,000
By submitting this form, I confirm
this information is complete:
➢Date of Contract
➢Contractor/Consultant name and complete address
➢Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
➢Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
➢Taxpayer ID or Social Security # and Contractors License # if
applicable
➢Contractor/Consultant signer’s name and title
➢City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
Sharon Goei, Community Development Director
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Ethan Walsh
Partner
(916) 551-2825
ethan.walsh@bbklaw.com
Best Best & Krieger LLP | 2001 N. Main Street, Suite 390, Walnut Creek, California 94596
Phone: (925) 977-3300 | Fax: (925) 977-1870 | bbklaw.com
October 3, 2023
Sharon Goei
Community Development Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA, 95020
Re: Advance Conflict Waiver re: Representation of Other Clients in Water
Law Issues
Dear Sharon:
The City of Gilroy (the "City") has requested Best Best & Krieger ("BBK") to represent
the City in connection with the rehabilitation, operation and potential disposition of the Cherry
Blossom Apartments mixed use development and possibly other matters as needed (the "Housing
Matters"). BBK also represents a broad range of clients involved in water law issues that may be
adverse or potentially adverse to the City in the future. It is possible that BBK may represent
additional clients within or surrounding the City on water issues in the future. BBK is not handling
any matter adverse to the City at this time, but such conflicts may arise due to BBK representing
other clients on groundwater matters related to the same water basin used by the City, or
groundwater matters that may have an impact on the water basins used by the City.
This letter is to request an advance waiver from the City so that BBK may represent other
clients in the future on water issues adverse or potentially adverse to the City. If we are to represent
other clients on water issues adverse to the City, we must obtain the City's informed written consent
to any potential or actual conflict of interest.
RULES OF PROFESSIONAL CONDUCT
Rule 1.7 of the California Rules of Professional Conduct provides:
(a) A lawyer shall not, without informed written consent from each client and
compliance with paragraph (d), represent a client if the representation is directly
adverse to another client in the same or a separate matter.
(b) A lawyer shall not, without informed written consent from each affected client and
compliance with paragraph (d), represent a client if there is a significant risk the
lawyer's representation of the client will be materially limited by the lawyer's
responsibilities to or relationships with another client, a former client or a third
person, or by the lawyer's own interests.
. . .
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Sharon Goei
October 3, 2023
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Best Best & Krieger LLP
(d) Representation is permitted under this rule only if the lawyer complies with
paragraphs (a), (b), . . . and:
(1) the lawyer reasonably believes that the lawyer will be able to provide
competent and diligent representation to each affected client;
(2) the representation is not prohibited by law; and
(3) the representation does not involve the assertion of a claim by one client
against another client represented by the lawyer in the same litigation or
other proceeding before a tribunal.
REPRESENTATION OF OTHER CLIENTS IN WATER LAW ISSUES –
ADVANCE WAIVER OF CONFLICTS
BBK represents many types of clients in a variety of matters. For many years, water law
has been a large part of BBK's practice. BBK advises many of its clients regarding water law
issues, such as surface water, ground water, imported water, water transfers, water quality, water
rights, and various Delta related matters. These other BBK clients are routinely involved in water
law issues which could directly or indirectly affect water supplies, rights and policies of the City
because our other clients may share the same water basins as the City or have an impact on the
water basins used by the City.
As far as we know, BBK is not currently representing any other client, on water issues
adverse to the City. If another current, or new BBK client has an interest in water issues affecting
the City, then BBK might be asked to provide advice and representation on that matter. Such work
might include representation concerning groundwater sustainability agencies, transactions,
negotiations, representation on CEQA or NEPA issues, administrative hearings before the State
Water Resources Control Board or other state or federal agencies, regulatory permitting, disputes,
or litigation ("Future Water Matters"), any of which could be adverse to the City's interest in water
issues.
If we are representing the City on the Housing Matters or any other issues, and another
client asks BBK to represent it against the City on Future Water Matters, then we would otherwise
first need to obtain consent from the City to represent the other client. Because of our lengthy
relationship with many of our water purveyor clients, and because such a large part of our practice
involves clients with a variety of water issues, we cannot risk refusal of such consent. Therefore,
we ask that you sign this letter giving the City's advanced consent now to any future representation
of other current or future BBK clients in Future Water Matters adverse to the City so that we do
not need to ask you for such consent in the future.
As part of this advance consent, BBK shall promptly inform the City in writing of any
future representation of a client(s) against or adverse to the City to provide the City the opportunity
to determine if it wishes to replace BBK in those circumstances. If the City decides to continue to
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Sharon Goei
October 3, 2023
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Best Best & Krieger LLP
use BBK as counsel, and BBK agrees to continue representing the City in those circumstances,
then we will establish an ethical screen so that the lawyers representing the City do not share any
confidential information of the City with other lawyers at BBK and vice versa. Regardless of the
circumstances, BBK will not disclose any confidential information received from the City to any
other client of BBK. Likewise, by signing this letter, the City agrees that it will not disclose any
confidential the City information to BBK on any issues involving water rights, interests, policy or
strategy concerning water issues.
POTENTIAL ADVERSE CONSEQUENCES
Because BBK is not currently representing a client adverse to the City regarding water
issues, it is impossible to predict exactly the facts related to any such future conflict, but we do
believe it is possible to describe the reasonably foreseeable potential adverse consequences that
would arise, which include the following:
We may be tempted to favor the interests of one client over the other.
Our exercise of independent judgment to the City may be impaired or clouded by
our relationship with other clients.
There may be an appearance of impropriety in our representation of both clients
simultaneously on unrelated matters.
We may inadvertently disclose confidential information to a client that the City
would not like revealed.
We may be restricted from forcefully advocating the City's position for fear of
alienating another client depending upon the circumstances.
THE CITY’S CONSENT
If the City agrees to the above, we need an authorized representative of the City to sign this
consent letter. This consent will not waive any protection that the City may have with regard to
attorney-client communications with us. Those communications will remain confidential and will
not be disclosed to any third party without the City’s consent.
Please consider this matter carefully, and do not hesitate to contact us if the City has any
questions or concerns. The City may wish to confer with independent legal counsel regarding this
disclosure and the City’s consent, and you should feel free to do so.
The City’s execution of this consent form will constitute an acknowledgment of full
disclosure in compliance with the requirements of Rule 1.7 of the California Rules of Professional
Conduct previously quoted in this letter, and the City’s consent to proceeding with our
representation of the City.
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Sharon Goei
October 3, 2023
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Best Best & Krieger LLP
Sincerely,
Ethan Walsh
of BEST BEST & KRIEGER LLP
CONSENT
By this letter, Best Best & Krieger LLP has explained the existing and/or reasonably foreseeable
potential risks and conflict(s) of interest in the above referenced matter, and has informed the City
of the possible consequences of this representation and these conflicts. The City understands that
it has the right to and has been encouraged to consult with independent counsel before signing this
consent, and the City acknowledges that it has been given sufficient time to do so. Notwithstanding
the foregoing, the City hereby consents and agrees to the above.
CITY OF GILROY
By:
Dated:
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Jimmy Forbis
City Administrator
10/24/2023
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Ethan J. Walsh
Partner
(916) 551-2825
ethan.walsh@bbklaw.com
Best Best & Krieger LLP | 500 Capitol Mall, Suite 1700, Sacramento, California 95814
Phone: (916) 325-4000 | Fax: (916) 325-4010 | bbklaw.com
October 3, 2023
VIA EMAIL
Sharon Goei
Community Development Director
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Re: Legal Representation re Cherry Blossom Apartments
Dear Sharon:
ABOUT OUR REPRESENTATION
Best Best & Krieger LLP is pleased to represent City of Gilroy. Specifically, we will
represent the City in connection with the rehabilitation, operation and potential disposition of the
Cherry Blossom Apartments mixed use development. This letter constitutes our agreement setting
the terms of our representation. If you want us to represent you and agree to the terms set forth in
this letter, after you review the letter please sign it and return the signed copy to us.
CONFIDENTIALITY AND ABSENCE OF CONFLICTS
An attorney-client relationship requires mutual trust between the client and the attorney. It
is understood that communications exclusively between counsel and the client are confidential and
protected by the attorney-client privilege.
To also assure mutuality of trust, we have maintained a conflict of interest index. The
California Rules of Professional Conduct defines whether a past or present relationship with any
party prevents us from representing you. Similarly, you will be included in our list of clients to
ensure we comply with the Rules of Professional Conduct with respect to you.
We have checked the following names against our client index: City of Gilroy. Based on
that check, we can represent you. Please review the list to see if any other persons or entities
should be included. If you do not tell us to the contrary, we will assume that this list is complete
and accurate. We request that you update this list for us if there are any changes in the future.
YOUR OBLIGATIONS ABOUT FEES AND BILLINGS
We have already discussed with you the fee arrangement. My current billing rate is $340.
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Sharon Goei
October 3, 2023
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Best Best & Krieger LLP
I also plan to have Todd Gee assist with real estate and leasing issues, and for Jessica
Lomakin assist with landlord-tenant issues. Todd’s billing rate is $300, and Jessica’s billing rate
is $300. Other attorneys may be called upon from time to time to work on matters as particular
needs arise and will be billed at current individual rates depending upon the area of expertise.
Hourly rates for those attorneys fall within the following ranges for new work: Partners and Of
Counsel range from $250 - $895 per hour; Associates range from $235 - $430 per hour, and
Paralegals and Clerks from $175 - $300 per hour. These ranges cover both our public and private
rates. The work to be done by Best Best & Krieger is comprised of the legal work that will
accompany the scope of work set forth in the Agreement for Services entered into between the
City and RSG, Inc. dated October 12, 2023, and the amount billed pursuant to this letter will not
exceed $17,000 without further authorization from the City.
Our rates are reviewed annually and may be increased from time to time with advance
written notice to the client.
The billing policies are described in the memorandum attached to this letter, entitled “Best
Best & Krieger LLP’s Billing Policies.” You should consider the Billing Policies memorandum
part of this agreement as it binds both of us. For that reason, you should read it carefully.
INSURANCE
We understand that you are not now insured or have any insurance that may cover potential
liability or attorneys’ fees in this case. If you think you may have such insurance, please no tify
me immediately.
We are also pleased to let you know that Best Best & Krieger LLP carries errors and
omissions insurance with Lloyd’s of London. After a standard deductible, this insurance provides
coverage beyond what is required by the State of California.
NEW MATTERS
When we are engaged by a new client on a particular matter, we are often later asked to
work on additional matters. You should know that such new matters will be the subject of a new
signed supplement to this agreement. Similarly, this agreement does not cover and is not a
commitment by either of us that we will undertake any appeals or collection procedures. Any such
future work would also have to be agreed upon in a signed supplement.
HOW THIS AGREEMENT MAY BE TERMINATED
You, of course, have the right to end our services at any time. If you do so, you will be
responsible for the payment of fees and costs accrued but not yet paid, plus reasonable fees and
costs in transferring the case to you or your new counsel. By the same token, we reserve the right
to terminate our services to you upon written notice, order of the court, or in accordance with our
attached Billing Policies memorandum. This could happen if you fail to pay our fees and costs as
agreed, fail to cooperate with us in this matter, or if we determine we cannot continue to represent
you for ethical or practical concerns.
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Sharon Goei
October 3, 2023
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Best Best & Krieger LLP
CLIENT FILE
If you do not request the return of your file, we will retain your file for five years. After
five years, we may have your file destroyed. If you would like your file maintained for more than
five years or returned, you must make separate arrangements with us.
THANK YOU
On a personal note, we are pleased that you have selected Best Best & Krieger LLP to
represent you. We look forward to a long and valued relationship with you and appreciate your
confidence in selecting us to represent you in this case. If you have any questions at any time
about our services or billings, please do not hesitate to call me.
If this letter meets with your approval, please sign and date it, and return the original to
us. Unless you sign, date and return by October 31, 2023, we will not represent you in any
capacity, and we will assume that you have made other arrangements for legal representation.
We have enclosed a separate signed copy of this letter for your records.
Sincerely,
Ethan J. Walsh
of BEST BEST & KRIEGER LLP
EJW:ew
AGREED AND ACCEPTED:
By:
Dated:
APPROVED AS TO FORM:
By:
Dated:
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10/24/2023
City Attorney
Andy Faber
Sharon Goei
Community Development Director
10/24/2023
Thai Pham
City Clerk
10/24/2023
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BEST BEST & KRIEGER LLP’S BILLING POLICIES
Our century of experience has shown that the
attorney-client relationship works best when there is mutual
understanding about fees, expenses, billing and payment
terms. Therefore, this statement is intended to explain our
billing policies and procedures. Clients are encouraged to
discuss with us any questions they have about these policies
and procedures. Clients may direct specific questions about
a bill to the attorney with whom the client works or to our
Accounts Receivable Department
(accounts.receivable@bbklaw.com). Any specific billing
arrangements different from those set forth below will be
confirmed in a separate written agreement between the client
and the firm.
INVOICE AND PAYMENT OPTIONS
Best Best & Krieger strives to meet our clients’
needs in terms of providing a wide variety of invoi ce types,
delivery and payment options. Please indicate those needs
including the preferred method of invoice delivery (Invoice
via Email; or USPS). In addition,
accounts.receivable@bbklaw.com can provide a W-9 upon
request and discuss various accepted payment methods.
FEES FOR PROFESSIONAL SERVICES
Unless a flat fee is set forth in our engagement letter
with a client, our fees for the legal work we will undertake
will be based in substantial part on time spent by personnel
in our office on that client’s behalf. In special circumstances
which will be discussed with the client and agreed upon in
writing, fees will be based upon the novelty or difficulty of
the matter, or the time or other special limitations imposed
by the client.
Hourly rates are set to reflect the skill and
experience of the attorney or other legal personnel rendering
services on the client’s behalf. All legal services are billed
in one-tenth of an hour (0.10/hour) or six-minute
increments. Our attorneys are currently billed at rates fr om
$235 to $895 per hour, and our administrative assistants,
research assistants, municipal analysts, litigation analysts,
paralegals, paraprofessionals and law clerks are billed at
rates from $175 to $300 per hour for new work. These rates
reflect the ranges in both our public and our private rates.
These hourly rates are reviewed annually to accommodate
rising firm costs and to reflect changes in attorney status as
lawyers attain new levels of legal experience. Any increases
resulting from such reviews will be instituted automatically
and will apply to each affected client, after advance notice.
Non-Attorney Personnel: BBK may employ the
services of non-attorney personnel under the supervision of
a BBK attorney in order to perform services called for in the
legal services agreement. The most common non-attorney
personnel utilized are paralegals. Other types of non-
attorney personnel include, but are not limited to, case
clerks, litigation analysts, and specialty consultants. The
client agrees that BBK may use such non-attorney personnel
to perform its services when it is reasonably necessary in the
judgment of the responsible BBK attorney. Hourly fees for
non-attorney personnel will be charged at the rate then in
effect for such personnel. A copy of BBK’s current rates
and titles for non-attorney personnel will be provided upon
request.
FEES FOR ELECTRONICALLY STORED
INFORMATION (“ESI”) SUPPORT AND STORAGE
BBK provides Electronically Stored Information
(“ESI”) services for matters requiring ESI support, which
are matters with a document population over 1GB –
typically litigation or threatened litigation matters. BBK
provides services for basic ESI processing and storage at the
following rates per month based on the number of gigabytes
of data (“GB”) processed and stored:
1GB -250GB: $10 per GB
251GB - 550GB: $8 per GB
551GB - 750GB: $6 per GB
751GB - 1TB: $4 per GB
The amount BBK charges for basic processing and
storage of ESI allows BBK to recover the costs of providing
such services, plus a net profit for BBK. BBK believes that
the rates it charges for processing and storage are lower than
comparable services available from third party vendors in
the market. If you wish to contract separately with a third
party vendor for processing and storage costs, please notify
PracticeSupportServices@bbklaw.com in writing. BBK
also provides advanced ESI processing services at hourly
rates for personnel in its Litigation Support Group. A copy
of BBK’s current rates for such services will be provided on
request.
FEES FOR OTHER SERVICES, COSTS AND
EXPENSES
We attempt to serve all our clients with the most
effective support systems available. Therefore, in addition
to fees for professional legal services, we also charge
separately for some other services and expenses to the extent
of their use by individual clients. These charges include but
are not limited to, mileage at the current IRS approved rate
per mile, extraordinary telephone and document delivery
charges, copying charges, computerized research, court
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filing fees and other court-related expenditures including
court reporter and transcription fees. No separate charge is
made for secretarial or word processing services; those costs
are included within the above hourly rates.
We may need to advance costs and incur expenses
on your behalf on an ongoing basis. These items are
separate and apart from attorneys’ fees and, as they are out-
of-pocket charges, we need to have sufficient funds on hand
from you to pay them when due. We will advise the client
from time to time when we expect items of significant cost
to be incurred, and it is required that the client send us
advances to cover those costs before they are due.
ADVANCE DEPOSIT TOWARD FEES AND COSTS
Because new client matters involve both a
substantial undertaking by our firm and the establishment of
client credit with our accounting office, we require an
advance payment from clients. The amount of this advance
deposit is determined on a case-by-case basis discussed first
with the client, and is specified in our engagement letter.
Upon receipt, the advance deposit will be deposited
into the firm’s client trust account. Our monthly billings
will reflect such applications of the advance deposit to costs
and not to attorney’s fees (unless otherwise noted in our
accompanying engagement letter). At the end of
engagement, we will apply any remaining balance first to
costs and then to fees. We also reserve the right to require
increases or renewals of these advanced deposits.
By signing the initial engagement letter, each client
is agreeing that trust account balances may be withdrawn
and applied to costs as they are incurred and to our billings,
when we issue our invoice to the client. If we succeed in
resolving your matter before the amounts deposited are
used, any balance will be promptly refunded.
MONTHLY INVOICES AND PAYMENT
Best Best & Krieger LLP provides our clients with
monthly invoices for legal services performed and expenses
incurred. Invoices are due and payable upon receipt.
Each monthly invoice reflects both professional and
other fees for services rendered through the end of the prior
month, as well as expenses incurred on the client’s behalf
that have been processed by the end of the prior month.
Processing of some expenses is delayed until the next month
and billed thereafter.
Our fees are not contingent upon any aspect of the
matter and are due upon receipt. All billings are due and
payable within ten days of presentation unless the full
amount is covered by the balance of an advance held in our
trust account.
It is our policy to treat every question about a bill
promptly and fairly. It is also our policy that if a client does
not pay an invoice within 60 days of mailing, we assume the
client is, for whatever reason, refusing to pay. We reserve
the right to terminate our engagement and withdraw as
attorney of record whenever our invoices are not paid. If an
invoice is 60 days late, however, we may advise the client
by letter that the client must pay the invoice within 14 days
or the firm will take appropriate steps to withdraw as
attorney of record. If the delay is caused by a problem in the
invoice, we must rely upon the client to raise that with us
during the 14-day period. This same policy applies to fee
arrangements which require the client to replenish fee
deposits or make deposits for anticipated costs.
From time to time clients have questions about the
format of the bill or description of work performed. If
you have any such questions, please ask them when you
receive the bill so we may address them on a current
basis.
CHANGES IN FEE ARRANGEMENTS AND BUDGETS
It may be necessary under certain circumstances for
a client to increase the size of required advances for fees
after the commencement of our engagement and depending
upon the scope of the work. For example, prior to a
protracted trial or hearing, the firm may require a further
advance payment to the firm’s trust account sufficient to
cover expected fees. Any such changes in fee arrangements
will be discussed with the client and mutually agreed in
writing.
Because of the uncertainties involved, any estimates
of anticipated fees that we provide at the request of a client
for budgeting purposes, or otherwise, can only be an
approximation of potential fees.
BEST BEST & KRIEGER LLP
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