15-0505_BEST BEST & KRIEGER_Agenda Report_B4S C HA
( ia�
5/5!2015
San
i Capistrano ,Authority
Agenda Report
TO: Karen P. Brust, Executive Director
FROM: Tom Bokosky, Human Resoufces Maria
DATE: May 5, 2015
SUBJECT: Consideration of Agreement for Legal Services with Best,. Best & Krieger,
LLP and Termination of Rutan & Tucker, LLP as City Attorney
RECOMMENDATION:
By motion,
1. Approve the Agreement for Legal Services with Best, Best & Krieger, LLP, and;
2. Terminate Rutan & Tucker, LLP as City Attorney, and;
3. Authorize the City Manager to negotiate a transitional agreement with Rutan &
Tucker, LLP.
EXECUTIVE SUMMARY:
On April 21, 2015, the City Council approved the Agreement for Legal Services with
Best, Best & Krieger, LLP, which. will also provide legal services to the San Juan
Capistrano Housing Authority, which must approve the Agreement (Attachment 1).
DISCUSS I ON/ANALYS IS:
At the direction of the City Council, staff released a Request for Proposal for City
Attorney Services on February 4, 2015. The City Council considered proposals from
eighteen (18) law firms and selected Jeffrey Ballinger, with the law firm Best, Best &
Krieger, LLP (BB&K), as City Attorney. BB&K will represent the City, the San Juan
Capistrano Housing Authority, and the Successor Agency to the San Juan Capistrano
Community Redevelopment Agency for general and special legal services (including
litigation) and lobbying services.
Housing Authority Agenda Report
May 5, 2015
Paqe 2 of 2
The proposed Agreement for Legal Services will be effective May 1, 2015, for an annual
flat fee of $420,000, per fiscal year, for all three entities. The monthly fee for May and
June will be prorated at $35,000 per month,
Legal work that falls outside of this arrangement is bond financing, reimbursable work
and existing litigation regarding the San Juan Hills Golf Course and the San Juan Basin
Authority and conflicts related to existing and previous clients. Specifically, BB&K has
indicated it is General Counsel to the Santa Margarita Water District and special
counsel would be required if the need arose. Reimbursable work is legal services
funded by a third party, such as a developer or the City's insurance provider.
The proposed Agreement for Legal Services with BB&K will be effective May 1, 2015
and replaces the current agreement with Rutan & Tucker, LLP: The agreement will
remain in effect until terminated by either party upon a thirty (30) days' advance written
notice.
FISCAL IMPACT:
The proposed Agreement for Legal Services with BB&K will cap the annual legal fees at
$70,000 for May 2015 and June 2015 and $420,000 for Fiscal Year 2015-2016. The
legal costs specific to the Housing Authority will be charged accordingly. The Housing
Authority Adopted Fiscal Year 2014-2015 and 2015-2016 Budgets includes $2,500
annually, which is sufficient to cover the Housing Authority's anticipated legal costs.
ENVIRONMENTAL IMPACT:
Not applicable.
PRIOR CITY COUNCIL REVIEW:
On April 21, 2015, the City Council approved the Agreement for Legal Services
with Best, Best & Krieger, LLP.
COMM ISSIONICOMMITTEEIBOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION;
Best, Best & Krieger, LLP
ATTACHMENTS :
Attachment 1 — Agreement for Legal Services
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN .JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
1. PARTIES AND DATE.
This Agreement is made and entered into as of the 21st day of April, 2015, by and
between the CITY OF SAN JUAN CAPISTRANO ("City"), the SAN JUAN CAPISTRANO
HOUSING AUTHORITY ("Housing Authority"), the SUCCESSOR AGENCY TO THE SAN
JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Successor Agency")
(collectively, "Client") and BEST BEST & KRIEGER LLP, a limited liability partnership
engaged in the practice of law ("BB&K").
2. RECITALS.
2.1 Client wishes to engage the services of BB&K as its legal counsel to perform all
necessary legal services for the Client on the terms set forth below.
2.2 For purposes of this Agreement, as appropriate, the term "Client" shall include the
City, the community's Successor Agency, Housing Authority, and any other affiliated entities,
the term "City Attorney" shall include "Legal Counsel" to the Successor Agency, Housing
Authority, and any other affiliated entities, and the term "City Council" shall include the
governing boards of the Successor Agency, Housing Authority, and any other affiliated entities.
3. TERMS.
3.1 Ten -n. The term of this Agreement shall commence on May 1, 2015 and shall
continue in full force and effect until terminated in accordance with Section 3.12.
3.2 Scope of Services. BB&K shall serve as City Attorney and shall perform legal
services ("Services") as may be required from time to time by the Client as set forth by this
Agreement, including those legal services set forth in Exhibit "A", attached hereto and
incorporated by reference herein, unless otherwise agreed to by the Client and BB&K.
3.3 Designated City Attorney. Jeffrey S. Ballinger shall be designated as City
Attorney and shall attend all City Council meetings (unless excused), and shall be responsible for
the performance of all Services under this Agreement, including the supervision of Services
performed by other members of BB&K. Elizabeth Hull shall be designated as Assistant City
Attorney, and shall attend such meetings as may be requested by the City Attorney. No change
in these assignments shall be made without the consent of the Client.
0995 9M000\971418 8,2
3.4 Time of Performance. The Services of BB&K shall be performed expeditiously
in the time frames and as directed by the Client.
3.5 Assistance. The Client agrees to provide all information and documents
necessary for the attorneys at BB&K to perform their obligations under this Agreement.
3.6 Independent Contractor. BB&K shall perform all legal services required under
this Agreement as an independent contractor of the Client and shall remain, at all times as to the
Client, a wholly independent contractor with only such obligations as are required under this
Agreement. Neither the Client, nor any of its employees, shall have any control over the manner,
mode or means by which BB&K, its agents or employees, render the legal services required
under this Agreement, except as otherwise set forth. The Client shall have no voice in the
selection, discharge, supervision or control of BB&K's employees, representatives or agents, or
in fixing their number, compensation, or hours of service.
3.7 Fees and Costs. BB&K shall render and bill for legal services in the following
categories and at rates set forth in Exhibit "B" and in accordance with the BB&K Billing Policies
also set forth in Exhibit "B", attached hereto and incorporated herein by reference. In addition,
the Client shall reimburse BB&K for reasonable and necessary expenses incurred by it in the
performance of the Services under this Agreement. Authorized reimbursable expenses shall
include, but are not limited to, printing and copying expenses, mileage expenses at the rate
allowed by the Internal Revenue Service, toll road expenses, long distance telephone and
facsimile tolls, computerized research time (e.g. Lexis or Westlaw), research services performed
by BB&K's library staff, extraordinary mail or delivery costs (e.g. courier, overnight and express
delivery), court fees and similar costs relating to the Services that are generally chargeable to a
client. However, no separate charge shall be made by BB&K for secretarial or word processing
services.
3.8 Billin . BB&K shall submit monthly to the Client a detailed statement of account
for Services. The Client shall review BB&K's monthly statements and pay BB&K for Services
rendered and costs incurred, as provided for in this Agreement, on a monthly basis.
3.9 Annual Reviews. The Client and BB&K agree that a review of performance and
the compensation amounts referenced in this Agreement should occur at least annually.
3.10 Insurance. BB&K 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. A separate schedule containing BB&K's insurance policies will be
available for inspection upon Client's request.
3.11 Attorney -Client Privilege. Confidential communication between the Client and
BB&K shall be covered by the attorney-client privilege. As used in this article, "confidential
communication" means information transmitted between the Client and BB&K in the course of
the relationship covered by this Agreement and in confidence by a means that, so far as the
Client is aware, discloses the information to no third persons other than those who are present to
further the interests of the Client in the consultation or those to whom disclosure is reasonably
09959.0000M7141882
2
necessary for the transmission of the information or the accomplishment of the purpose for
which BB&K is consulted, and includes any legal opinion formed and advice given by BB&K in
the course of this relationship.
3.12 Termination of Agreement and Legal Services. This Agreement and the Services
rendered under it may be terminated at any time upon thirty (30) days' prior written notice from
either party, with or without cause. In the event of such termination, BB&K shall be paid for all
Services authorized by the Client and performed up through and including the effective date of
termination. BB&K shall also be reimbursed for all costs associated with transitioning any files
or other data or documents to a new law firm or returning them to the Client. In the event this
Agreement is terminated, by either party, BB&K agrees that it shall not assume representation of
any client in a matter that is adverse to the City, Housing Authority or Successor Agency, for a
period of twelve (12) months following the effective date of such termination.
3.13 Entire Agreement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or
agreements.
3.14 Governing; Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Orange County.
3.15 Amendment; Modification. No supplement, modification or .amendment of this
Agreement shall be binding unless executed in writing and signed by both parties.
3.15 Waiver, No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a party shall give the other party any contractual rights
by custom, estoppel, or otherwise.
3.17 Invalidity:, Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.18 CountgMarts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
3.19 Deliver of Notices. All notices permitted or required under this Agreement
notices shall be deemed made when personally delivered or when mailed, forty-eight (48) hours
after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
09959.0000019714188.2
3
Client; City of San Juan Capistrano BB&K: Best Best & Krieger LLP
32400 Paseo Adelanto 655 West Broadway, 15th Floor
San Juan Capistrano, CA 92675 San Diego, CA 92101
Attention: City Manager Attention: Jeffrey S. Ballinger
3.20 Indemnification.
(A) BB&K agrees to indemnify Client, its officers, employees and agents against, and
will hold and save each of them harmless from, any and all actions, suits, claims, damages to
persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein
"claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out
of or in connection with the work, operations or activities of BB&K, its agents, employees,
subcontractors, or invitees, provided for herein or arising from the acts or omissions of BB&K
hereunder, or arising from BB&K's performance of or failure to perform any term, provision,
covenant or condition of this Agreement, except to the extent such claims or liabilities arise from
the negligence or willful misconduct of Client, its officers, agents or employees.
(B) Client acknowledges BB&K is being appointed as City Attorney pursuant to the
authority of Government Code Section 36505, and has the authority of that office. Accordingly,
the Client is responsible pursuant to Government Code Section 825 for providing a defense for
the City Attorney for actions within the scope of its engagement hereunder. Therefore, Client
agrees to undertake its statutory duty and indemnify BB&K, its officers, employees and agents
against and will hold and save each of them harmless from, any and all claims or liabilities that
may be asserted or claims by any person, firm or entity arising out of or in connection with the
work, operations or activities of BB&K within the course and scope of its performance
hereunder, but nothing herein shall require Client to indemnify BB&K for liability arising from
its own negligence or alleged negligence. In connection herewith:
(i) Client will promptly provide a defense and pay any judgment rendered
against the Client, its officers, agency or employees for any such claims or liabilities arising out
of or in connection with such work, operations or activities of Client hereunder; and
(ii) In the event BB&K, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Client for such damages or other claims
solely arising out of or in connection with the work operation or activities of Client hereunder,
Client agrees to pay to BB&K, its officers, agents or employees any and all costs and expenses
incurred by attorney, its officers, agents or employees in such action or proceeding, including,
but not limited to, legal costs and attorneys' fees.
IN WITNESS WHEREOF, the Client and BB&K have executed this Agreement for
Legal Services as of the date first written above.
(signatures contained on following page)
09959.0000019714188.2
4
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
CITY OF SAN JUAN CAPISTRANO BEST BEST & KRIEGER LLP
Derek Reeve, Mayor
Date:
Attest:
Maria Morris, City Clerk
SAN JUAN CAPISTRANO HOUSING
AUTHORITY
Kerry K. Ferguson, Chair
Date:
Attest:
Maria Morris, Board Secretary
SUCCESSOR. AGENCY TO THE
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
Kerry K. Ferguson, Chair
Date:
Attest:
Maria Morris, Board Secretary
0995 9. 00000\9714189.2
5
Jeffrey S. Ballinger, Partner
Date:
EXHIBIT
"A"
TO
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY [Illi` SAN JUAN CAPISTRANO,
SAN ,:DUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLP
"SERVICES"
General Counsel services include the following;
Advise the City Council, City boards and Commissions, and all City officials on
legal matters pertaining to municipal government, including the Brown Act and
parliamentary procedures for running meetings,
® Attend all City Council meetings (unless excused) and other meetings as requested.
• Coordinate and manage the services and costs of all outside legal counsel within
budgetary limits as approved by the City Council.
• On a monthly basis, provide a written status report of assigned projects, requests, and
litigation in order to keep the City Council informed of important legal issues and to
facilitate the City Council's periodic evaluation of the City 'Attorney.
• Provide legal advice to staff upon request of the City Manager,
• Prepare and/or review all ordinances, resolutions, municipal contracts, joint powers
agreements, and other agreements and contracts entered into by the City.
® Research and submit legal opinions on municipal or other legal matters as requested
by the City Council or City Manager.
® Alert the City in a timely manner on new State or Federal legislation or judicial
decisions that: may impact the City and. propose appropriate action(s) to assure
compliance,
• Provide legal work pertaining to land use issues including but not limited to property
acquisitions, property disposals, public improvements, easements, dedications and
right-of-way vacations,
• Enforce City codes, zoning regulations, and building standards through administrative
and judicial actions.
09959.000W,97 i ii 198.2
Exhibit A
• Attend staff meetings at the request of the City Manager (currently held weekly).
* Provide designated office hours or times of availability at City Flall as requested by
the City.
a Con-ununicate with the press, when authorized to do so, regarding City legal matters.
• Promptly response to calls, e-mails, and correspondence from the City Council and
staff.
Review current documents, policies, and forms to ensure compliance to current laws.
Special Counsel services include the following;
o litigation and formal administrative or other adjudicatory hearing matters
B Prosecutorial enforcement of codes and ordinances
Labor relations and employment matters, which include providing guidance on
personnel matters, including policy and procedures affecting employees
0 Non -routine real estate matters
# Land acquisition and disposal matters
® Successor Agency and housing matters
® Taxes, tees and charges matters
0 Public works and public construction disputes
8 Non -routine contract negotiation matters
Non -routine lard use and development matters
Environmental matters, which include assisting; in the preparation of°Environmental
Impact Reports and compliance with the California Environmental Quality Act
(C:.EQA)
m Toxic substances matters
: Water law matters
0 Telecommunications
® Bond and public finance matters
09959.K�M019714188.2
Exhibit A
® Tax and ERISA related matters
# Complex public utility matters
Advocacy matters (e.g. legislative and regulatory), including state and federal
lobbying
Z:�
!)9959.00007' 9714 i 88.2
Exhibit A
EXHIBIT "B"
TO
AGREEMENT FOR LEGAL SERVICES
BETWEEN
CITY OF SAN JUAN CAPISTRANO,
SAN JUAN CAPISTRANO HOUSING AUTHORITY, AND
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
AND
BEST BEST & KRIEGER LLT'
ANNUAL FLAT FEE AMOUNT
BB&K ,shall provide all general and special counsel legal services to the Client for an annual flat
fee of Pour l-lundred Twenty Thousand Dollars ($420,000), billed on a monthly basis
($35,000/month). The only legal services that will be billed for separately from this flat fee are
public finance,/bond work and third party reimbursable work, which shall be billed as set forth
below. The: Client and BB&K shall monitor the legal services provided under this Agreement,
and the parties shall consider adjustments to the annual amount, similar to other Client
departments, on an annual basis, during the Client's normal budget cycle.
THIRD PARTY REIMBURSABLE BILLING RATES
1. Third Party Reimbursable Legal ,Services-,_L)q� ription. Third Party Reimbursable Legal
Set -vices shall incline legal services provided to the Client for which the Client receives
reirribursernent from a developer or other third party. These reimbursable legal services typically
include review of CC&Rs; establishment of financing districts (i.e., Community Facilities
Districts; Assessment Districts; Landscape and Lighting Maintenance Districts); and land
use/environmental projects for which the Client receives reimbursement. Whenever a new
matter arises that may qualify as a Third Party Reimbursable Legal Service, BB&K and Client
shall discuss such possibility and Client shall use its best efforts to collect a deposit from the
third party in such amount as will be, sufficient to cover the anticipated legal fees. Such deposit
shall be provided to the Client prior to BB&K incurring fees for Third .party Reimbursable Legal
Services.
2. "Third Partv_T�eiimbursable Leal Services - Rates. The Client shall pay for Third Party
Reimbursable Legal Services at BB&K°s then current published standard private client rates,.
Upon execution of this Agreement, BB&K shall provide a copy of its published rate schedule to
the Client. BB&K shall also provide annual written updates to the Client when changes are
made to. the published rate schedule.
Exhibit B
PUBLIC FINANCE & BOND FILLING RATES
1. Public Finance Legal Se ices_ —_ Description & Rates, I e Client shall pay for Public
Finance Legal Services at the rates set forth for Public Finance Legal Services, below. For bond
counsel and certificates of participation special counsel services in connection with the financing
of public facilities, BB&K shall be compensated, depending upon the type of bonds, certificates
of participation or other obligations that are to be issued, based on the following schedules.
Unless otherwise mutually agreed, our fees as bond counsel on these financings will be payable
from proceeds of each series of the bands upon their issuance.
A. Certificates of Participation and Revenue Bonds. For services in connection with
the issuance and sale of certificates of participation and revenue bonds, BB&K shall be paid a
free, which will be the greater of (i) $35,000 or (ii) an. amount based on the total principal amount
of the certificates of participation or bonds to be sold, computed as follows:
.50% of the first $10 million of the amount of the certificates or bonds issued,
plus
.25% of the next 10 million of the amount thereof, talus
.125% of the amount thereof, if any, over $20 million.
Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third
party, at BB&K's option it may proceed on a hourly basis and utilize the Third Party
Reimbursable Legal Services category provided for in this Agreement.
B. Community Facilities Districts. For services in connection with the issuance and
sale of bonds of community facilities districts, BB&K shall be paid a fee, which will be the
greater of (i) $35,000 or (ii) an amount based on the total principal amount of the brands to be
sold, computed as follows:
50% of the first 10 million of the amount of the bonds issued, plus
25% of the next $10 million of the amount thereof, plus
.125% of the amount thereof, if any, over $20 million.
Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third
party, at BB&K's option it may proceed on a hourly basis and utilize the Third Party
Reimbursable Legal Services category provided for in this Agreement with respect to services
rendered for the formation of or annexation to a CVD, as well as the negotiation and preparation
of funding agreements and joint financing agreements. Hourly compensation shall be payable
solely from deposits of third parties and bond counsel fees shall be payable solely from the
proceeds of'the sale of bonds.
09959.00000',97 14188.2
lsxhibit B
C. Assessment Districts. For services in connection with the issuance and sale of
bonds of assessment districts, BB&K shall be paid a fee, which will be the greater of (i) $35,000
or (ii) an arn.ount. based on the total principal amount of the bonds to be sold, computed as
follows:
.50% of the first $6 million of the amount of the bonds issued, plus
,25% of the next $10 million of the amount thereof, plus
.125% of the amount thereof, if any, over 16 million.
Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third
party, at BB&:K's option it may proceed on a hourly basis and utilize the Third Party
Reimbursable Legal Services category provided for in this Agreement with respect to services
rendered for the formation of or annexation to an AD. as well as the negotiation and preparation
of funding agreements and joint financing agreements. Hourly compensation shall be payable
solely from deposits of third parties and bond counsel fees shall be payable solely from the
proceeds of the sale of bonds.
D. Tax Allocation Bonds. For services in connection with the issuance and sale of
tax allocation bonds. BB&K shall be paid a fee, which will be the greater of (i) $35,000, or (ii)
an amount based on the total principal amount of the bonds to be sold, computed as follows;
50% of the first $6 million of the amount of bonds issued, plus
25% of the next $4 million of the amount of bonds issued, plus
20% of the next $5 million of the amount of bonds issued, plus
.15% of the next $5 million of the amount of bonds issued, plus
125% of the amount thereof, if any, over $20 million.
Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third
party, at BB&K's option it may proceed on an hourly basis and utilize the Third party
Reimbursable Legal Services category provided for in this Agreement.
E, Investment and OtherAgreements. For investment agreements, derivative
transactions or interest rate swaps relating to any bond issue, a separate fee will be charged
depending on the type of derivative. Generally, our fee for a derivative transaction mirrors our
bund counsel fee. Review of investinent agreements will be included in the annual flat fee
amount set forth above.
F. Issuers Counsel Oninions. For all Issuer's Counsel opinions provided by BB&K
in connection with. any bond financing, fees shall be the following: (1) for opinions on financings
for which BB&K does not provide bond counsel and disclosure counsel services, $10,000; (2)
0 )950.00000\9714 188.2
Exhibit B
for opinions onfinancings for which BB&K provides bond counsel services only, $5,000; (3) for
opinions on financings for which BB&K provides disclosure counsel services only, $2,500; and
(4) for opinions on financings for which BB&K provides both band and disclosure counsel
services, there will be no charge.
Cl. Disclosure Counsel Services. For disclosure counsel services, fees shall be
charged at one half of the amounts set forth in paragraphs A through D, above.
ADDITIONAL BB&K 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. Cl.ients 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 our
Accounting Department. Any specific billing arrangements different from those set forth below
will be confirmed in a separate written agreement between the client and the firm..
Fees for Professional Services
Unless a flat fee is set forth in our engagement agreement 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.
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 currant 11`S approved rate per mile, extraordinary
telephone and document delivery charges, copying charges, computerized research, court 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 casts 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 there when dui. 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.
Monthly Invoices and Payment
Best Best & Krieger l.,.LP provides our clients with monthly invoices. Invoices are due
09959,0000OW714199,2
Exhibit B
and. payable upon receipt. 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 ot` presentation unless the ull amount is covered by
the balance of an advance held in our trust account. If a bili is not paid within 4.5 clays from the
date of receipt, a late charge of one percent per month can the unpaid invoice shall be added to the
balance owed, commencing with the next statement and continuing until paid,
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 reeeipt, we assume the client is,
for whatever reason; refusing to pay, We will then advise the client by letter that the client may
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 rain;
that with us during the 14 -day period. This same policy applies to fee arrangements which
require the client to replenish tee deposits or make deposits for anticipated costs.
From tinfle 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 ora a current basis.
BEST BEST & KRIEGER LLP
Exhibit B