land use and Municipal Law experience, Lauren is highly skilled in drafting and implementing other critical and complex municipal ordinances for her city clients.
Lauren served as the chair of the League of California Cities City Attorneys’ Cannabis Regulation Committee, and served on the Committee from 2011 to 2021. She also served as a member of the League’s Attorney Development and Succession Committee. She regularly presents trainings and seminars on housing and land use issues, and the Brown and Public Record Acts. She also currently serves on the Best, Best & Krieger Attorney Development Committee.
FISCAL IMPACT
The City will be billed an hourly rate for legal services. Per the proposed contract (Attachment 2), the current hourly rate for Mrs. Langer is $325; other legal professionals will be billed at rates noted in the agreement. There is no fiscal impact at this time but if there’s any unexpected transition cost, we will request a budget adjustment in the midyear budget.
RECOMMENDATION
An appropriate motion would be:
“I move to approve Resolution No 1037, appointing Lauren Langer as City Attorney, approve an agreement with Best Best and Krieger for legal services.”
ATTACHMENTS
1. Resolution No. 1037
2. Agreement for Legal Services
65544.00001\43068113.1
RESOLUTION NO. 1037
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HIDDEN HILLS APPOINTING
LAUREN LANGER AS CITY ATTORNEY
The City Council of the City of Hidden Hills does hereby resolve, and order as follows:
Section 1. The City Council hereby appoints Lauren Langer as City Attorney for the City effective February 10, 2025.
Section 2. Ms. Langer will discharge the duties and exercise the authority of City Attorney for the City pursuant to the relevant provisions of the laws of the State of California and the Hidden Hills Municipal Code. Ms. Langer will serve at the pleasure of the City Council.
Section 3. Ms. Langer will subscribe to the oath of office set forth in Exhibit A to this Resolution.
PASSED, APPROVED AND ADOPTED this 10th day of February, 2025. ____________________________
Larry Weber, Mayor
ATTEST:
__________________________
Deana L. Gonzalez, CMC
City Clerk
65544.00001\43068113.1
Exhibit “A”
OATH OF OFFICE
California Constitution Article 20, Section 3
I, Lauren Langer, do solemnly swear that I will support and defend the Constitution of the United States and the Constitution of the State of California against all enemies, foreign and domestic; that I will bear true faith and allegiance to the Constitution of the United States and the Constitution of the State of California; that I take this obligation freely, without any mental reservation or purpose of evasion; and that I will well and faithfully discharge the duties upon which I am about to enter.
_______________________________
Lauren Langer
City Attorney
City of Hidden Hills
Effective date: February 10, 2025
99999.91746\43087767.1
LEGAL SERVICES AGREEMENT
FOR THE CITY OF HIDDEN HILLS
(City Attorney)
THIS LEGAL SERVICES AGREEMENT (“Agreement”) is made and entered into as of February 10, 2025, by and between the City of Hidden Hills (“City”), a California municipal corporation, and the law firm of Best, Best and Krieger (“BBK”), a Limited Liability Partnership.
In consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
1. Recitals. This Agreement is made with respect to the following purposes and facts that each party agrees are true and correct:
A. On February 10, 2025, the City Council appointed Lauren Langer of BBK to serve as City Attorney, and the City Council adopted Resolution No. 1037, memorializing the appointment.
B. City desires to continue to retain BBK to provide legal services for City, and BBK desires to provide such services, pursuant to the terms of this Agreement.
C. BBK is qualified to provide such legal services and discharge the duties of the City Attorney.
D. This Agreement shall be effective as of February 10, 2025, and shall supersede the January 12, 2024, agreement with BBK for interim city attorney services.
2. Scope of Work. BBK shall discharge the duties of the office of City Attorney of the City and shall use its best efforts to provide legal services in a competent and professional manner. BBK shall provide all services to the City of the kind and nature typically provided by an in-house City Attorney's office, including litigation services and other specialized legal services as needed, unless specifically exempted by this Agreement or otherwise determined by the City Council, and except as provided in Section 6 with respect to matters in which BBK has a conflict under the Rules of Professional Responsibility or California law. BBK shall at all times faithfully and competently perform all tasks described in this Agreement in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. Legal services shall include the following:
A. Attendance at City Council meetings and any other meeting directed by the City Manager or his/her designee, unless excused therefrom by the City Manager or his/her designee;
B. Attendance at staff meetings when directed by the City Manager or his/her designee;
C. Legal research and legal advice to the City Council, City commissions/boards, various committees and sub-committees, the City Manager and City Staff;
D. Preparation and review of ordinances, resolutions, and agreements as requested;
E. Representation of City in non-adversarial administrative proceedings, legislative hearings, and other intergovernmental matters; F. Representation of City and City officials and employees in claims and litigation filed by or against City as requested;
G. Oversight of legal matters handled by outside counsel, when requested, unless such oversight is precluded by conflict of interest laws or the Rules of Professional Responsibility;
H. Performance of the duties and exercise of the authority of a city attorney as provided in the California Government Code, other statutes and the Hidden Hills Municipal Code; I. Legal services for entities created by the City Council; J. Bond counsel, disclosure counsel, and issuer counsel services in connection with the issuance of bonds or other securities by City, or any entity created by City; K. Municipal Code criminal prosecution services; and
L. Such other legal services as may be directed by the City Council or City Manager from time to time.
3. Term and Termination.
A. This Agreement shall commence as of February 10, 2025 (“Commencement Date”) and shall remain in full force and effect until terminated in accordance with the provisions herein.
B. City or BBK may terminate this Agreement at any time, with or without cause, by giving written notice to the other party prior to termination of this Agreement. If BBK seeks to terminate the agreement, it must give the City thirty (30) calendar days’ advance written notice. In the event of termination by either party, BBK shall comply with all provisions of the Rules of Professional Conduct for the termination of a client relationship, shall assist City in transition to a new firm, and shall be compensated for such assistance at the rates provided for in this Agreement.
4. Designation of City Attorney. Lauren Langer is hereby designated as City Attorney for City to serve at the will and pleasure of the City Council. The City Council may change the designation of the City Attorney and Assistant City Attorney without amending this Agreement. Kellan Martz is designated Assistant City Attorney. Ms. Langer and Mr. Martz will be the BBK attorneys with responsibility for providing legal services for City and will be the principal contacts for City, the City Council and its staff. Other BBK attorneys may be assigned by Ms. Langer or Mr. Martz to work on legal matters for City on an “as-needed” basis under their direct supervision.
5. Compensation, Expenses and Billing.
A. Compensation Rates. BBK shall be compensated for the performance of legal services in accordance with the Compensation Rate Schedule for City (“Compensation Rate Schedule”), attached to this Agreement as Exhibit A and incorporated by this reference into this Agreement as though set forth in full. Except as provided in paragraph B of this Section and the cost-of-living adjustments in Exhibit A, the Compensation Rate Schedule, attached as Exhibit A, shall remain in effect until amended by mutual agreement of the parties. Amendments to the Compensation Rate Schedule shall become effective upon approval by the City Council.
B. Reimbursable Expenses and other Costs. Mileage will be billed at the standard rate established by the IRS for deducting the operating expenses of an automobile used for business purposes. There will be no charge for facsimiles or scans. All other costs, such as messengers, delivery services, postage, any cost of printing or reproducing documents, actual expenses for being away from our offices, and legal research services, electronically stored information, or other items needed for legal representation, research services performed by BBK’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, will be charged only at BBK’s actual out-of-pocket expenses. BBK will not charge for clerical tasks or telephone calls.
C. Billing. BBK shall provide to City a monthly invoice for the services provided, the time spent providing those services, and costs incurred in the form customarily supplied by BBK to public agency clients being billed on an hourly basis. City shall process and cause such invoices to be paid promptly and no later than within thirty (30) calendar days of receipt of invoice.
D. Resolution of Fee Disputes. The City is entitled to require that any fee dispute be resolved by binding arbitration pursuant to the arbitration rules of the Los Angeles County Bar Association for legal fee disputes. In the event that City chooses not to utilize the Los Angeles County Bar Association's arbitration procedures, City agrees that all disputes regarding the professional services rendered or fees charged by BBK shall be submitted to binding arbitration in Los Angeles County to be conducted by the American Arbitration Association in accordance with its commercial arbitration rules.
6. Conflicts of Interest. BBK shall comply with all applicable laws and professional rules and standards relating to any known conflict of interest involving City and matters upon which BBK is providing legal services under this Agreement. BBK shall not reveal confidential information of City except with the consent of the City Manager, City Council, or as otherwise required by law. BBK shall notify the City Manager or City Council, depending on the circumstances, of any conflict of interest related to matters upon which it is providing legal services under this Agreement upon discovery of any such conflicts. In the event that such conflict is not or cannot be waived or resolved, City shall retain alternate legal counsel and BBK shall assist and cooperate with such legal counsel retained by City on the matter for which the conflict arose.
7. Client Files.
A. At the conclusion of BBK’s legal representation of City, the original client files for the work performed under this Agreement for City shall be made available to City. BBK will be entitled to make copies of the client files. City shall take possession of any and all original contracts, and other such important documents that may be in the client files and BBK shall have no further responsibility with regard to such documents.
B. If City does not take possession of the client files at the conclusion of the BBK’s legal representation of City, BBK shall store such client files for a period of at least one (1) year. At the conclusion of such one (1) year period, BBK may send to City a notice, advising of BBK’s intention to dispose of the client files. City shall have sixty (60) calendar days from the date of such notice to take possession of the client files. If City does not take possession of the client files during that time, City agrees that BBK may dispose of the client files without further notice.
C. This section shall survive the expiration of this Agreement.
8. Insurance.
A. Coverage Levels. BBK shall maintain at all times during the term of this Agreement policies of insurance with at least the minimum coverage specified below:
1) General liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000);
2) Workers’ compensation coverage in compliance with California law; and
3) Professional liability coverage with a minimum limit of liability of Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) in the aggregate. Such insurance may be subject to a self-insured retention or deductible to be borne entirely by BBK which shall not exceed One Million Dollars ($1,000,000.00) per claim.
B. All such policies of insurance specified above shall:
1) Except as to professional liability insurance, provide minimum thirty (30) calendar days’ notice of cancellation by insurer, except in the event of non-payment of premium, in which case ten (10) calendar days’ notice to be provided. Notice of cancellation of professional liability insurance shall be provided by BBK; 2) Be maintained in full force and effect throughout the term of this Agreement; and
3) Be placed with insurance carriers with an A.M. Best rating of no less than A:VII or otherwise acceptable to City.
9. Independent Contractor. No employment relationship is created by this Agreement. BBK shall be an independent contractor of City, except that at all times providing
services under the Agreement, BBK’s shareholders and employees shall be acting as public officials.
10. General Provisions.
A. Non-Discrimination. In the performance of this Agreement, BBK shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, sexual orientation or medical condition. BBK shall take action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin, sexual orientation or medical condition. Such actions shall include, without limitation, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training.
B. Assignment/Delegation. This Agreement contemplates the personal professional services of BBK and neither this Agreement, nor any portion thereof, shall be assigned or delegated without the prior written consent of the City Council.
C. Interpretation. The following rules of legal construction shall apply:
1) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California.
2) The article and section captions and headings in this Agreement have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.
3) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
D. Attorney’s Fees. The parties acknowledge and agree that each will bear its own costs, expenses and attorney’s fees arising out of and/or connected with the negotiation, drafting, and execution of this Agreement.
E. Notices. Any notice required to be given shall be deemed to have been given by depositing such notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY:
City of Hidden Hills
6165 Spring Valley Road
Hidden Hills, California 91302
Attention: City Manager
TO BBK:
Lauren Langer
Best Best & Krieger, LLP
300 S. Grand Avenue, 25th Floor
Los Angeles, CA 90071
Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail.
F. Signatories. Each signatory warrants and represents that he or she is competent and authorized to execute this Agreement on behalf of the party for whom he or she purports to sign, and this Agreement may be signed in counterparts, each of which shall constitute an original.
G. Entire Agreement. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth in this Agreement and upon each party’s own independent investigation of any and all facts such party deems material.
H. Modification of Agreement. This Agreement and the provisions set forth in this Agreement may be modified only by way of a written amendment to this Agreement that has been approved and executed by and on behalf of both BBK and City.
11. Indemnification.
A. BBK agrees to indemnify City, 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 from the negligent acts or omissions of BBK hereunder, or arising from BBK’s negligent performance of 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 City, its officers, agents or employees.
B. City acknowledges BBK is being appointed as City Attorney pursuant to the authority of Government Code Section 36505, and has the authority of that office. Accordingly, the City 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, City agrees to undertake its statutory duty and indemnify BBK, 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 BBK within the course and scope of its performance hereunder, but nothing herein shall require City to indemnify BBK for liability arising from its own negligence or alleged negligence. In connection herewith:
(i) City will promptly provide a defense and pay any judgment rendered against the City, its officers, agency or employees for any such claims or liabilities arising out of or in connection with such work, operations or activities of City hereunder; and
(ii) In the event BBK, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against City for such damages or other claims solely arising out of or in connection with the work operation or activities of City hereunder, City agrees to pay to BBK, 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 parties have caused their duly authorized representatives to sign below.
CITY OF HIDDEN HILLS
Larry Weber
Mayor
Attest:
Deana L. Gonzalez, CMC
City Clerk
BEST, BEST & KRIEGER,
a Limited Liability Partnership
Lauren Langer, Partner
EXHIBIT A
COMPENSATION RATE SCHEDULE
EFFECTIVE JANUARY 1, 2025
City Attorney General Services consist of attending City Council and commission/board meetings; attending other meetings as requested; reviewing staff reports, ordinances and resolutions, and contracts as requested; providing legal advice to staff, commissions, and council regarding municipal law (for example, Brown Act, Political Reform Act, Planning, general CEQA):
Lauren Langer and Michael Jenkins (and Firm Partner rate): $325/hour Kellan Martz (and Of Counsel and Associate rate): $295/hour Paralegals: $170/hour
Public Records Act work includes processing responses to PRA requests and reviewing records for privilege with our Advanced Records Center (ARC) Team:
Composite rate (Attorneys, Paralegals, Law Clerks and Analysts): $195/hour Code Enforcement includes administrative, criminal, and civil enforcement:
Attorneys: $295/hour
Paralegals, Law Clerks and Analysts: $170/hour
Special Legal Services consists of tasks that call for specialized training or knowledge beyond the ordinary scope of City Attorney General Services. Examples include:
A. Litigation and formal administrative or other adjudicatory hearing matters B. Labor relations and employment matters
C. Non-routine real estate matters (e.g., CC&Rs, deed or title work) D. Land acquisition and disposal matters (including pre-condemnation) E. Successor Agency and housing matters
F. Public construction disputes
G. Non-routine contract negotiation matters (including non-BBK model agreements and franchise agreements)
H. Non-routine land use and development matters (including general plan updates, Williamson Act issues, annexations and development agreements and other complex land use matters)
I. Toxic substances matters (e.g., CERCLA, RCRA)
J. Complex public utility matters (e.g., electric, natural gas, telecommunications, water, rail or transit that involve state or federal regulatory issues) K. Non-routine election law matters, including election law litigation.
L. Other matters mutually agreed upon between BBK and the City Manager.
Partners/Of Counsel: $360/hour
Associates: $275/hour
Paralegals: $175/hour
Complex Special Legal Services consists of complex and highly specialized areas of law, such as these areas listed below:
A. Taxes, fees and charges matters (e.g., Prop. 218 and Mitigation Fee Act) B. Environmental matters (e.g., CEQA, NEPA, endangered species) C. Water law matters (e.g., water rights and quality)
D. Tax and ERISA related matters, Employee Benefits matters E. Renewable energy and energy efficiency project contracts and power purchase agreements
F. Intergovernmental Relations and Advocacy efforts (e.g., legislative and regulatory representation) at the federal and state level.
G. Other matters mutually agreed upon between BBK and the City Manager.
Partners and Of Counsel: $440/hour
Associates: $325/hour
Pension Consultants: $280/hour
Paralegals, Law Clerks and Analysts: $185/hour
Reimbursable matters: the firm’s then-current published private rates discounted 10%.
Cost of Living (COLA) Adjustment: The above rates and amounts will be adjusted annually.
Beginning July 1, 2025 and every July 1 thereafter with advanced written notice, any rates and amounts herein shall be increased for the change in the cost of living for the most recently published twelve (12) month period, as shown by the U.S. Department of Labor in its All Urban Consumers Index set forth Los Angeles-Long Beach-Anaheim, CA area (monthly) provided, however, that such adjustment shall never be lower than zero percent (0%). In addition to the automatic COLA increases, either BBK or the Client may initiate consideration of a rate increase at any time.
Bond Counsel, Disclosure Counsel, and Issuer Counsel Services: BBK will provide bond counsel, special counsel or disclosure counsel services at the request of the City. Such bond counsel and special counsel services include the preparation of all legislative approvals and legal documentation relating to the appropriate sale and delivery of the bonds, notes or other obligations.
BBK will also prepare such closing certificates and legal opinions necessary for the delivery of the bonds. As disclosure counsel, we will prepare the disclosure documents for the City and conduct the necessary due diligence related to the transaction. Our fees will be determined based upon the type of financing and the expected involvement of the attorneys involved. We will provide the City with a detailed description of our services and our fees and reimbursable costs upon the City’s request. Notwithstanding the foregoing, in those cases where the fees are reimbursable by a third party, at BBK’s option it may proceed on an hourly basis and utilize the Reimbursable Matters category provided for in this Agreement, including with respect to services rendered for the formation of, or annexation to, a CFD (of either the City or other local public agency), as well as the negotiation and preparation of funding agreements and joint financing agreements. Legal services related to the City’s compliance with its continuing disclosure covenants and provide such necessary advice on the City’s compliance shall be billed as Special Legal Services, above.
Exhibit “B”
OATH OF OFFICE
California Constitution Article 20, Section 3
I, Lauren Langer, do solemnly swear that I will support and defend the Constitution of the United States and the Constitution of the State of California against all enemies, foreign and domestic; that I will bear true faith and allegiance to the Constitution of the United States and the Constitution of the State of California; that I take this obligation freely, without any mental reservation or purpose of evasion; and that I will well and faithfully discharge the duties upon which I am about to enter.
_______________________________
Lauren Langer
City Attorney
City of Hidden Hills
Effective date: January 13, 2025