LSA- BBK CFD 2025-1 Village 8 East
LEGAL SERVICES AGREEMENT
CITY OF CHULA VISTA
AND
BEST BEST & KRIEGER
This Legal Services Agreement (“Agreement”) is entered into this effective date of April 14, 2026 by and between the City of Chula Vista (“City”) and Best Best & Krieger LLP (“Attorney”).
RECITAL
Attorney represents they are qualified by virtue of experience, training, education and expertise to accomplish the services necessary under this Agreement.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement. This Agreement shall cover services rendered from the first contact between the City and Attorney for a duration of five years.
2. Services to be Provided. Attorney shall provide on-call legal services to the City, as requested and authorized by the City Attorney consisting of any and all tasks reasonably required to advise, assist and fully represent the City in all legal matters within Attorney’s areas of expertise. Attorney’s services may include, but are not limited to, legal advice, document preparation and review, negotiation support, and representation in administrative or judicial proceedings as directed by the City Attorney.
This Agreement is a master Legal Service s Agreement under which the City may authorize specific assignments on a project-by-project basis through written task orders, purchase orders, or other written authorizations issued by the City. Each authorized task shall describe the scope of services, schedule, and if applicable, a not-to-exceed amount for that assignment.
Services performed under this Agreement may include, but are not limited to, legal services related to public financing and infrastructure implementation, including Community Faciliti es Districts (“CFD”), assessment districts, development impact fees, development agreements, bond and disclosure counsel services, and related financing mechanisms, as well as other matters as requested by the City Attorney.
The total compensation payable under this Agreement for all services performed shall not exceed Three Hundred Thousand Dollars ($300,000) over the initial three-year term with the ability for two (2), one (1) year extensions, unless amended by the City Council. Individual task orders o r purchase orders may include their own not-to-exceed amounts, budgets, or phased scopes, as determined by the City.
Where appropriate, specific assignments may be structured in phases (e.g., formation, financing, and post-issuance services) and may include separate scopes and fee estimates for each phase. Any such phasing, including assumptions regarding bond issuance o r disclosure services, shall be defined in the LSA- BBK CFD 2025-1 Village 8 East
applicable task order or written authorization. Compensation for such services shall be based on the hourly rates set forth in this Agreement or as otherwise agreed in writing by the City Attorney.
In the eve nt that no financing is completed and bonds are not issued , or if the services differs significantly from the assumptions underlying the authorized task, Attorney shall be compensated for services actually performed based on th e hourly rates set forth in t his Agreement, subject to any applicable not-to-exceed amount established in the corresponding task order or written authorization.
Any adjustment to scope or compensation shall require prior written approval by the City Attorney or designee.
3. Compensation - Attorney shall be compensated as follows:
3.1 Amount. The total amount of service and costs to be paid under this agreement shall not exceed $300,000. Any amounts incurred beyond the contract amount that were not so approved, are subject to non -payment. Attorney shall submit an initial estimated budget and a liability assessment within thirty (30) days following the receipt of initial file and assignme nt. Attorney must obtain prior written authorization from City Attorney for any fees or expenses that exceed the estimated budget.
City requires advance approval of the individual attorneys who will be working on matters for the City and requires advance approval of any changes in the individual attorneys working on City matters. The City shall compensate Attorney for services rendered at the following hourly rates:
Kim A. Byrens, Partner $500.00/hour
Lutfi Kharuh, Partner $475.00/hour
Associate Attorneys $330.00/hour
Paralegals $265.00/hour
Travel time shall be billed at the same hourly rate. Except for reimbursable expenses as defined below, such hourly compensation shall be the sole and total remuneration for services rendered pursuant to this Agreement.
3.2 Billing. Attorney agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format and in a manner such that each task is separately explained in reasonable detail, and with a specific time allocation recorded, for each task. The invoice shall include the amount, billing rate, basis for calculation of all fees and costs and indicate the initial budget estimate and any revised budget estimates, total fees and costs incurred, total amount paid and balance remaining . All invoices submitted must include, on the first page of the invoice, the original estimated budget, and all subsequently revised budgets, beginning with the first invoice submitted and all invoices thereafter.
The City does not pay for the preparation of billings or for discussions concerning billing. The City will not accept, and will not be responsible for block or cumulative invoice entries. Attorney shall not charge the City for more than one Attorney’s time when appearing at a meeting, in Court, or for LSA- BBK CFD 2025-1 Village 8 East
performing any task unless the City has expressly authorized the use of two or more Attorneys for the appearance or task.
All billing for work performed under this Agreement shall be sent to the following:
City of Chula Vista Attorney’s Office
ATTN: Law Office Manager
276 Fourth Avenue
Chula Vista, CA 91910
3.3 Payment to Attorney. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed by Attorney, City agrees to pay Attorney for the approved amounts within thirty (30) days.
3.4 Reimbursements for Expenses . Attorney shall keep accurate records of all costs, travel and expenses. These records shall be made available to the City upon reasonable request.
The City will reimburse actu al, reasonable and necessary out of pocket expenses incurred by Attorney in performing any services under this Agreement as follows:
a. Photocopying charges at no more than $0.15 per page. b. Parking Fees at the actual amount charged to Attorney. c. Travel/Mileage at the current federal per mile rate. Any travel fees incurred outside of San Diego County must be authorized and approved in advance of the City.
d. Statutory Fees, Witness fees, Reporters fees, Stenographic transcription, jury fees and the cost of serving process actually incurred by Attorney. e. Attorney may seek reimbursement for any actual, reasonable and necessary expenses incurred on items not identified above with the prior authorization and approval by the City.
The City will not reimburse Attorney for any additional charges incurred due to “rush” deliveries or “late” charges, unless such expenses are approved in advance by the City and the need for such services is determined by the City to be reasonably beyond the control of Attorney.
To obtain reimbursement, Attorney shall submit a monthly summary of expenses, along with all supporting receipts, within thirty (30) days of the expense being incurred.
3.5 Expert Consultations and Witnesses. Expert consultations and witnesses, and any investigators, may be retained on terms acceptable to the City, authorized and approved in advance, for which the City shall reimburse the Attorney or pay investigators, consultants or experts directly. In no event shall Attorney retain any service of any expert, investigator or consultant without first receiving express authorization and approval from the City.
4. Insurance.
4.1 Professional Errors and Omissions Insurance. Attorney shall obtain and maintain in full force and effect at all times Professional Errors and Omissions Liability Insurance. Such insurance shall LSA- BBK CFD 2025-1 Village 8 East
provide coverage in an amount not less than two million dollars ($2,000,000.00) per occurrence and four million dollars ($4,000,000.00) aggregate. The City reserves the right to require insurance for a higher coverage than the minimum limits noted above. All insurance carriers shall hold a Best rating of “A+” or better. The insurance policy required under this paragraph shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage, or in limits, except after thirty (30) days prior written notice, by certified mail return receipt requested, given to the City. If the Attorney maintains higher limits than the minimums stated above, the City requires and shall be entitled to coverage for the higher limits maintained by the Attorney.
Said insurance policy shall be written on a policy form coverage specifically designed to protect against negligent acts and errors or omissions of Attorney. Any deductibles or self -insured retentions must be declared to and approved by the City. The City may require Attorney to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the deductible or retention.
Attorney shall, within ten (10) days after entering into this Agreement, and before commencing or performing any services under the Agreement, deposit with the City Attorney, a Certificate of Insurance certifying that all insurance required herein is, and will be, in full force and effect from the time the Agreement is entered into until the later of the date of expiration or termination of this Agreement. Should Attorney’s insurance policy terminate during the Agreeme nt period, the Attorney shall renew the Certificates of Insurance at least fifteen (15) days prior to expiration and submit to the City at least ten (10) days prior to expiration. Any delay in submission of current Certificates of Insurance may result in a delay of payment.
Attorney shall not commence any work under this Agreement until Attorney has obtained and submitted all City approved insurance.
All insurance required shall be carried only by responsible insurance companies licensed to do business in California. All policies shall contain language to the effect that: (1) the insurer waives any right of subrogation against the City and the City’s elected officials, officers, employees, agents, and representatives; and (2) insurance shall be primary non-contributing and any other insurance carried by the City shall be excess over such insurance. Attorney shall furnish the City with copies of all applicable policies promptly upon receipt. Notwithstanding the foregoing, a waiver of subrogation is not require d as to workers compensation coverage.
Nothing in this section shall be construed to make Attorney other than an independent contractor for all purposes.
Attorney agrees to notify the City in the event that the limits shall fall below the coverage stated above or if the insurance policies noted here are allowed to lapse and substitute insurance is, or is not, obtained.
5. Indemnification. Attorney agrees to protect, hold harmless, defend, and indemnify the City, its employees, elective or appointive boards, officers, agents, agenda and affiliates, from any and all loss, claims liabilities, expenses, or damages of any nature whatsoever, including Attorneys’ fees, arising out LSA- BBK CFD 2025-1 Village 8 East
of or in any way connected with the misconduct, negligent acts, errors or omissions i n the performance of the Required Services under Agreement by Attorney, Attorney’s agents, officers, employees, sub - contractors, or independent contractors of Attorney, except where the loss or liability arises out of the sole negligence or willful misconduct of the City.
6. City Agent. The City Attorney, for the purposes of this Agreement, is the agent for the City.
Whenever authorization or approval is required, Attorney understands that the City Attorney has the authority to provide the authorization or approval.
7. Independent Contractor. Attorney, and anyone employed by Attorney, are not and shall not be, deemed employees of the City. Attorney is solely responsible for the payment of employment taxes, workers compensation taxes, and any other taxes for employees.
8. Conflict of Interest. Attorney represents that they presently have no material financial interest other than that which may be held by the general public and shall not acquire any interest, direct or indirect, in any contract or decision made on behalf of the City which may be affected by the services to be performed by Attorney under this Agreement. Attorney further agrees that no person having any such interest shall be employed by them. If Attorney or their employees acquire a direct or ind irect personal interest, such interest shall be immediately disclosed to the City and the interested individual shall abstain from any contracts or decisions under this Agreement.
In addition to the proscriptions regarding conflicts of interest imposed on Attorney by the Business and Professions Code and by California Rules of Professional Conduct, Attorney represents that no Attorney shall represent clients before any board, commission, committee or agency of the City or represent any client with interests adverse to the City. Furthermore, Attorney shall at all times avoid conflicts of interest or the appearance of a conflict of interest in performance of this Agreement. Attorney shall immediately notify the City Attorney of any circumstances, or change of circumstances, that may provide for the potential for a conflict of interest, or actual conflict of interest.
9. Non-Liability of Officials/Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
10. Compliance with Law . Attorney shall comply with all applicable laws, ordinances, codes, and regulations of all Federal, State, and local governments. In addition, Attorney agrees to abide by all ethical and moral standards as repr esented by the Rules of Professional Conduct as applied to the California State Bar.
11. Work Product. All documents, or other information developed or received, by Attorney shall be the property of the City. Attorney shall provide the City with copies of items upon reasonable demand or upon termination of this Agreement.
12. Notices. Attorney must immediately advise City of any significant developments in the performance of the Required Services. City requires that drafts of all pleadings or papers filed with the court be provided to City in advance of filing and with adequate time for review and comment by City .
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Attorney must immediately advise City of all trial related dates, any dates for alternative dispute resolution, and any motion or court hearing dates upon first notification to Attorney of such dates.
All notices shall be personally delivered or mailed, via first class mail, to the below listed address.
In addition, such addresses shall be used for delivery for service of process. Attorney agrees to notify the City within ten (10) days of the date of any change of address and agree to keep an updated address with the applicable Courts on any matters that Attorney is representing the City. a. Address of Attorney for all purposes except payment of invoices is as follows:
Address of Attorney is as follows:
Kim A. Byrens
Best Best & Krieger
3390 University Ave., 5th Floor
Riverside, CA 92502
b. Address of City is as follows:
Marco A. Verdugo, City Attorney
City of Chula Vista Attorney’s Office
276 Fourth Avenue
Chula Vista, CA 91910
13. Default/Termination of Agreement. City and Attorney shall have the right to terminate this Agreement without cause by giving fifteen (15) days written notice. However, Attorney shall not substitute out as Attorney of Record on any matters it may be representing the City without first obtaining written consent from the City, or first obtaining an appropriate Court Order, allowing Attorney to withdraw as counsel of record.
14. Limitations Upon Assignment /Subcontracting. Attorney agrees that no portion of their performance or services rendered under this Agreement shall be assigned by Attorney or subcontracted to any other without prior written authorization and approval of the City.
15. Non-Discrimination. Attorneys covenant there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
16. Time of Essence. Time is of the essence in the performance of this Agreement.
17. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement as herein stated.
18. City Audit. The City is required to complete an annual audit. The Auditors may contact and require some input from Attorney concerning matters Attorney is engaged for the City. Attorney agrees to cooperate, at no charge to the City, for such cooperation or input as may be required.
19. Entire Agreement. This Agreement represents the Parties’ final and mutual understanding.
This Agreement supersedes any previous Agreements, oral or written as to its subject matter.
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20. Modification. This Agreement shall not be modified or replaced except by another s igned, written Agreement, properly executed by the parties.
21. Waiver. The waiver of any breach or any provision of this Agreement does not waive any other breach of that term, or any other term, in this Agreement.
22. Partial Invalidity. If any part of this Agreement is found for any reason to be unenforceable, all other parts nonetheless shall remain in force.
23. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any action commen ced regarding this Agreement shall be filed in the Central Branch of the San Diego Superior Court.
24. Interpretation. This Agreement shall be interpreted as though prepared by both parties.
25. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the City and Attorney survive the termination of this Agreement.
26. Financial Interests. Attorney is deemed to be a “Consultant” for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Exhibit A, or if none are specified, then as determined by the City Attorney.
IN WITNESS WHEREOF, these parties have executed this Agreement on the day and year shown hereinabove.
CITY OF CHULA VISTA
By: ________________________________________________________ Marco A. Verdugo, City Attorney
ATTORNEY
By: ________________________________________________________ Kim A. Byrens, Partner
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STATEMENT OF ECONOMIC INTERESTS
CITY OF CHULA VISTA
AND
BEST BEST & KRIEGER LLP
Attorney: Kim A. Byrens
( ) Not Applicable. Not a Fair Political Practices Commission (“FPPC”) Filer.
( ) FPPC Filer.
If Attorneys in the performance of its services under this agreement: (1) conduct research and arrives at conclusions with respect to its rendition of informatio n, advice, recommendations or counsel independent of the control and direction of the City or of any City official, other than normal contract monitoring; and (2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendations or counsel, Attorneys should not be designated as an FPPC Filer.
If Attorneys are designated as FPPC filers, specify below which disclosure categories apply:
( ) 1. All investments, sources of income and business positions; ( ) 2. Interests in real property;
( ) 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department; ( ) 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property; ( ) 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista to provide services, supplies, materials, machinery or equipment;
( ) 6. Investments and business positions in business entities and sources of income that within the past two ye ars, have contracted with the designated employee ’s department to provide services, supplies, materials, machinery or equipment; ( ) 7. List interests in real property within 2 radial miles of Project Property, if any:
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