383121.2
AJIT S. THIND | 949-545-9034 | [email protected]
7545 IRVINE CENTER DRIVE, SUITE 200, IRVINE, CALIFORNIA 92618 | (949) 623 -8300 GRASS VALLEY | ORANGE COUNTY | PASADENA | SACRAMENTO | SONOMA Our File No. 10000.0225
December 17, 2024
VIA ELECTRONIC MAIL
Armando G. Villa, City Manager
City of Menifee
29844 Haun Road
Menifee, CA 92586
[email protected]
Re: Representation of City of Menifee re Richland Communities Project in City of Perris
Dear Mr. Villa,
As you asked, I write to propose the terms under which we agree to represent City of Menifee (“you”) in opposition to the following project:
A Richland Communities project, generally located at the southwest corner of Watson Road and Case Road and at the northeast corner of Green Valley Parkway and Ethanac Road within the City of Perris. The Project proposes to construct an industrial warehouse building, commercial shopping center, self -storage RV parking facility, and hotel on 44.9 acres.
This will be our sole project for you; if we can assist you on other matters, please let me know. Colantuono, Highsmith & Whatley, PC and all of its professionals are very pleased to have the opportunity to represent you in this matter.
This letter sets forth the basis upon which our firm will provide legal services to you and bill you for services and costs. The firm maintains a conflict of interest index which lists all clients of our firm and matters in which we represent them. We will not represent any party with an interest that may be adverse to an indexed person without first determining if a professional conflict of interest would arise. We propose to index the following with respect to this matter:
Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80
Armando G. Villa
December 17, 2024
383121.2
Client-Affiliated Parties:
City of Menifee
Adverse Parties:
Richland Communities
City of Perris
Please let me know if any of these names are incorrect or if there are other parties with an interest in this matter that we should list. Unless we hear from you to the contrary, we will assume that the above listing is accurate and complete.
We have reviewed our files and our conflicts index and have no other client relationships which would interfere with our ability to represent you in this matter.
As we have d iscussed, the nature of the matter makes it impossible for us to precisely estimate the fees and costs you may incur, but we anticipate that the scope of work will cost less than $23,000.00. The Firm agrees to provide written notice to the City when legal fees and costs are approaching $20,000.00, and agrees not to exceed $23,000.00 in legal fees and costs without prior written approval by the City. You will receive monthly statements informing you of the fees and costs incurred during the prior month.
We will, of course, do our best to represent you efficiently and without undue expense.
We require our clients to pay us a retainer to be placed in our client trust account.
This retainer will be used to pay our bills if the client does not timely do so. If funds remain in the account when our work is complete, will return them to you. Accordingly, please send a check in the amount of $5,000.00 payable to Colantuono, Highsmith & Whatley, PC to our Grass Valley office at:
Colantuono, Highsmith & Whatley, PC
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945-5091
Our federal employer identification number is 75-3031545.
I will have primary responsibility for your representation, with the assistance of Senior Counsel Aleks Giragosian and Shareholder Matthew T. Summers, and the firm will use other attorneys and legal assistants in the best exercise of our professional judgment. If you have questions, concerns or criticisms at any time, please contact me at once. Naturally, we expect you to keep us reas onably informed of all significant developments regarding this representation.
Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80
Armando G. Villa
December 17, 2024
383121.2
We review all statements before they are issued to ensure the amount charged is appropriate. The statement for fees is simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work.
Our hourly rates are based upon the experience, reputation and ability of the lawyer or legal assistant performing the services, and for 2024 range between $255 and $605 per hour for atto rneys’ time, and between $155 and $200 for the time of paralegals and legal assistants. As a courtesy to you, however, we agree to cap our rates for this project at $450 per hour. Our rate structure in general and the rates of particular lawyers may be increased from time to time, and are usually adjusted as of the beginning of each calendar year.
It may be necessary to bill you for items such as, but not limited to, mileage (but not travel time) in connection with authorized travel, long distance telephone calls, filing fees, photocopying, computerized legal research outside the scope of our Westlaw contract and the like. These items are separately itemized on our statement as “disbursements.” These amounts will be billed in addition to our fees.
We will send you monthly statements, and expect payment within 15 days of the billing date. If payment is not received within 30 days of the billing date, we reserve the right to charge interest on the unpaid balance at the rate of 1% per month and to terminate our representation.
We rarely have disputes with clients over our fees. Nevertheless, you should be aware that you are entitled to require that any fee dispute be resolved by binding arbitration pursuant to the arbitration rules for legal fee disputes of the County Bar Association in any county in which we maintain an office. We agree that all disputes between us regarding the services rendered or fees charged not resolved via County Bar fee arbitration will be submitted to binding arbitration in Riverside or a neutral county as agreed between CH&W and client to be conducted by ADR Services, Inc. in accordance with its commercial arbitration rules. YOU SHOULD REVIEW THIS PARAGRAPH
CAREFULLY AND, IF YOU WISH, SEEK INDEPENDENT LEGAL COUNSEL
REGARDING IT, AS YOU A ND WE ARE AGREEING TO FOREGO SIGNIFICANT
RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US, INCLUDING THE RIGHT TO A JURY TRIAL.
On occasion, we may receive small sums of money belonging to you, such as a credit for an overpayment by a vendor, a refund from a court, or the like. The California State Bar requires us to alert you to sums we receive on your behalf within 14 days of Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80
Armando G. Villa
December 17, 2024
383121.2
receipt and to forward those funds to you within 45 days of receipt unless we have your direction otherwise. Processing payments for small amounts may be burdensome to your accounting staff and to ours. Therefore, by signing this letter agreement for legal services, you agree that, should we receive any amount to your credit of $500 or less and we do not have other instructions from you wi th respect to that money, we may place these funds in our client trust account and apply them to future invoices to you for our services.
You can alter this agreement at any time as to some or all funds we hold by letting us know, in writing, how we should handle your money. We will inform you of our receipt of funds promptly upon each receipt and will remind you of your right to alter these standing instructions as to any payment.
You have the right to terminate our representation at any time. We have the same right, subject to an obligation to give you reasonable notice to arrange alternative representation. In either circumstance, you agree to secure new counsel to represent you as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which we may subsequently agree to represent you.
Notwithstanding the termination of our representation, you will remain obligated to pay to us all fees and costs incurred previously.
Professional liability insurance coverage: the Firm carries a policy in an amount exceeding $1M. Our present carrier for same is Associated Industries Insurance Company.
Indemnification: the Firm shall indemnify and hold harmless the City of Menifee, and its officers, employees, officials, volunteers, and agents, from and against any and all liability, damages, costs, and expenses, including but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of the Firm or its employees, a gents, or subcontractors of any laws, rules, regulations, ordinances, or directives, or claims for damages including, but not limited to bodily injury, death, personal injury or property damages (including the Firm’s property), any breach by the Firm of this Agreement or any negligence or willful misconduct by the Firm arising from or connected with services performed under this agreement. This provision is subject to existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of the Firm.
You agree that we may, in our discretion, maintain all or part of your client file in electronic format. The firm may store part or all of your docum ents using secure cloud storage services. If so, the firm will apply all reasonable methods to maintain the Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80
Armando G. Villa
December 17, 2024
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confidentiality of your files, just as it does for your non -digital information. Your data will be password protected and encrypted using currently available technology. Clients requiring information from their files may obtain that information only by written request to us.
You should know that we may use artificial intelligence tools in our representation of City of Menifee. If we do so, we will ensure that your confidential information is maintained in confidence and that any writing or analysis produced by generative artificial intelligence is edited or confirmed by an attorney before use. If you have any questions or concerns about our use of artificial intelligence tools, please let us know.
You also agree that following termination of our attorney- client relationship, we will not be required to maintain your client file for more than two years. If you ask us to deliver your file to you, you agre e that delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies our obligation to release all your client papers and property to you. Two years after termination of our relationship, and after reasonable notice, you agree that we will be free to destroy your client file, including all electronic records. We may also discharge our obligation to maintain your file before two years expire by mailing a copy to you at your address last known to us.
You agree t hat “reasonable notice” means our mailing a notice of our intent to destroy your client file to you at that address.
I apologize for the formality of this letter, but we are required by California law to provide this information to you in writing. We are a lso required to inform you that we currently maintain professional liability insurance coverage.
Please review the foregoing and, if it meets with your approval, execute it and return it to me. If you have any questions, please feel free to call me at the direct -dial number above. Thank you for the opportunity to represent you! Very truly yours,
Ajit S. Thind
AST:tsw
Attachments: Resumes (Ajit S. Thind, Aleks R. Giragosian, Matthew T. Summers) cc: Jeffrey Melching, City Attorney
Cheryl Kitzerow, AICP, Community Development Director
Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80
Armando G. Villa
December 17, 2024
383121.2
On behalf of City of Menifee, I agree to retain Colantuono, Highsmith & Whatley, PC to provide legal services as set forth above.
__________________________________ Date:_________________________, 2024 Signature
By:_______________________________
Title:_____________________________
Docusign Envelope ID: D7B0AD3C-D6A8-435D-BA4A-6ED51D3EEF80 City Manager
Armando G. Villa
12/17/24