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BERLINER
cl COHENLLP

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PROPOSAL REGARDING
CITY ATTORNEY
SERVICES

CREATED FOR THE CITY OF CARMEL-BY-THE-SEA

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J MARCH2017
Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1601 I Street, Suite 150 Modesto, California 95354 209-376-1197 Fax 209-576-1076
www.berliner.com

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Table of Contents
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' Tab No.

"I PROPOSAL ..................................................................................................................................... !


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FIRM PROFILE .................................................................................................... ;.......................... 2


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J LAND USE DEPARTMENT .......................................................................................................... 3

PROFILE OF JOLIE HOUSTON .................................................................................................. .4

DRAFT AGREEMENT ................................................................................................................... 5


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,j REFERENCES ................................................................................................................................ 6

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4817-5470-7780v1 -1-
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a BERLINER
\.;COHEN LLP
ANDREW L. FABER JEFFREYS. KAUFMAN THOMAS P. MURPHY H. SHINNY LIU
RALPH J. SWANSON JOLIE HOUSTON EILEEN P. KENNEDY SARA L. POLLOCK
PEGGY L. SPRINGGA Y BRIAN L. SHETLER TEN ALMADEN BOULEVARD LAURA PALAZZOLO BEAU C. CORREIA
JOSEPH E. DWORAK JOHN F. DOMINGUE ELEVENTH FLOOR KIMBERLY G. FLORES LAWRENCE LIN
SAMUEL L. FARB HARRY A. LOPEZ DAWN C. SWEATT DAVID A. BE:LLUMORI
JAMES P. CASHMAN CHARLES W. VOLPE SAN JOSE, CALIFORNIA 95113-2233 MICHAEL J. CHENG STEPHEN C. SCORDELIS
STEVEN J. CASAD MICHAEL VIOLANTI ERIC D. TETRAULT MICHAEL C. BRANSON
NANCY J. JOHNSON CHRISTINE H. LONG TELEPHONE: (408) 286-5800 TYLER A. SHEWEY JUSTIN D. PRUEm
JEROLD A. REfTON AARON M. VALENTI FACSIMILE: (408) 998-5388 MEAGHAN A. SNYDER ANTHONY DeJAGER
JONATHAN D. WOLF CHRISTIAN E. PICONE
KATHLEEN K. SIPLE SUSAN E. BISHOP
KEVIN F. KELLEY SANDRA G. SEPULVEDA www.berliner.com
MARK MAKIEWICZ MICHAEL B. IJAMS BRANCH OFFICES

MERCED, CA MODESTO, CA
RETIRED OF COUNSEL
SANFORD A. BERLINER ROBERT W. HUMPHREYS STEVEN L. HALLGRIMSON NANCY L BRANDT
SAMUEL J. COHEN LINDA A. CALLON FRANK R. UBHAUS RICHARD E. NOSKY, JR.
HUGH L.ISOLA ROBERT L. CHORTEK ERIC WONG LESLIE KALIM McHUGH

March 9, 2017

Chip Rerig
City Administrator
City of Carmel-by-the-Sea
City Hall
Carmel-by-the-Sea, CA 93921

Re: Request for Proposals regarding City Attorney Services

Dear Mr. Rerig:

On behalf of Berliner Cohen, we are submitting this letter in response to your request for
proposals regarding the City of Carmel-by-the-Sea's ("City") request for City Attorney services.

FIRM PROFILE
Berliner Cohen is one of the largest and oldest general practice law firms in San Jose, serving
the public, private, business, and corporate needs of the Silicon Valley community for over 40 years.
We now have offices in San Jose, Modesto and Merced. Our attorneys specialize in land use,
environmental and public law, litigation, real estate, tax, and corporate/general business law. Berliner
Cohen's size, focus, expertise and experience enable the firm to provide quality legal services
promptly and efficiently to meet the needs of our clients. A more detailed profile of our Firm Profile
is included as Attachment 2. A profile of our land use/environmental/municipal law practice is
included as Attachment 3.

- J PROFILE OF JOLIE HOUSTON


Berliner Cohen proposes that partner Jolie Houston serves as the City's City Attorney ("City
Attorney") legal counsel. Included as Attachment 4 is my detailed resume and my introductory
profile is below. We also distribute matters among other attorneys in the firm as required, either to
utilize their expertise or to meet time constraints.

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Chip Rerig, City Administrator


City of Carmel-by-the-Sea
March9,2017

-l I have practiced land use and public law for over 20 years with an emphasis on municipal law
and land use. In August 2016 I was appointed Interim City Attorney for the City ofMerced. I served
as City Attorney for the City of Los Altos for over 13 years. I have been Assistant City Attorney for
1 the City of Gilroy since joining Berliner Cohen's land use and public law department in 1998. After
graduating from the University of Santa Clara School of Law, I was the Deputy City Attorney for the
City of Santa Clara for more than four years.

As City Attorney I handle the "day-to-day" legal services such as agenda review, Public
Records Act requests and responses, advice on Brown Act and Fair Political Practices Commission
1 conflict issues, preparing City resolutions and ordinances, general legal research regarding agenda
matters, answering City Council and staff questions, and providing ongoing advice contracts and
public contract bid issues.

ADDITIONAL AREAS OF EXPERTISE OFFERED BY BERLINER COHEN


Although my expertise is public law and land use, Berliner Cohen, as a general practice law
firm, is able to provide a variety of specialized services to our public clients on an as-needed basis.
The Cities of Gilroy and Merced (charter cities), Los Altos, and the South County Regional
Wastewater Authority have over the years relied on and benefited from Berliner Cohen's expertise not
only in public entity law, but also in complementary areas such as personnel, real estate, contract,
general litigation, and tax law, which are regularly required by public entities for specific projects.

The following is a list of some of the areas in which Berliner Cohen can offer expertise to the
District meeting its demonstrated legal needs:

Municipal/ Public Law: Advice regarding the Brown Act, Fair Political Practices Commission,
Public Records Act, Conflicts oflnterest, Proposition 218, fees and taxes, and election issues.
Procedural advice regarding ordinances, resolutions and conduct of meetings.

Land Use: Eminent domain, redevelopment, CEQA, California Coastal Act, development
agreements, general and specific plans, zoning and affordable housing .
.J Environmental: State and federal environmental regulatory compliance and litigation on issues
such as ground water, underground storage tanks and soil contamination.
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Contracts I Real Estate: Public and private contracts, real estate transactions and entitlements.

Personnel: Public sector personnel advice and litigation.


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General litigation: Advice and litigation of general litigation matters, writs of mandate, CEQA
cases and appeals.

Tax and Corporate: Advise on tax and corporate issues.


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Chip Rerig, City Administrator
City of Carmel-by-the-Sea
March 9, 2017

"J INSURANCE I CONFLICTS


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All Berliner Cohen attorneys are licensed and are in good standing with the California State
Bar. The firm carries professional errors and omissions liability insurance in an amount of not less
than $1,000,000.

Our public clients currently are the City of Gilroy, for which we have provided City Attorney
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services since 1991, the City of Los Altos 1, for which we have provided City Attorney services since
2003, the South County Regional Wastewater Authority, for which we have served as General
Counsel since assisting in its formation in 1992, and the City ofMerced, for which we have provided
Interim City Attorney services since August 2016. In addition, we served as general counsel to
Sanitary Dist. No. I of Marin County for over 4 years. We have from time to time provided
specialized services to other municipalities and special districts on an ad hoc basis.

We foresee few, if any, conflicts of interest in serving as counsel for the City. We do not
currently represent any clients directly adverse to the City, Our firm policy is that we do not represent
clients adverse to the Cities of Los Altos, Gilroy or Merced.

We represent several public entities (none of which are in Monterey County), and share
general work product and legal research, which the City benefits from. However, we maintain our
attorney-client relationship with such cities by not sharing the attorney-client communications or work
product.

We are unaware of any gifts, loans or political contributions made to any member of the City.

ROLE OF CITY ATTORNEY


Working with Citv Council.
Since the City Council is ultimately responsible for the City, as City Attorney, I consider the
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City Council to be my client. I will be responsive to City Council requests for legal services as
outlined in the Agreement for Legal Services, and keep the City Council informed as to legal
developments that affect their job by timely answering questions (by telephone or by e-mail) and
giving advice at meetings. I believe it key to be sensitive to both the legal and political ramifications
of actions under consideration by the City Council, and to help guide the City Council as either
requested, or believed necessary, with that in mind. I am aware of the desire by City Council members
.I to have sound legal advice that, if possible, includes options for the City Council to consider, and
believe that skilled handling of legal questions makes the City Council's job easier. I believe in
providing advice that is legal rather than political in nature, and try to avoid surprising the City
Council in public with a change in a legal opinion that affects contemplated City Council action. I
further believe that the City Council should be made aware of the legal risks associated with its
actions.

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Berliner Cohen served as Gustine City Attorney for over 9 years.

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Chip Rerig, City Administrator
City of Carmel-by-the-Sea
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Working with the City Administrator.


I view the City Administrator as the Chief Executive Officer of the City, and my role as City
Attorney is to give him timely legal support and advice for actions he takes or considers taking to
effectively run the City. I anticipate a good working relationship with the City Administrator, being
available during regular office hours at the City office, and always being available by phone or by e-
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mail, to be responsive to the City's needs. I will also apprise the City Administrator of new laws or
cases that affect the City.

' 1 Working with City Staff.


My experience with the Cities of Los Altos, Gilroy and Merced has helped me to recognize
that the City staff report to the City Administrator, and also to understand the importance of
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preserving that relationship. I believe City staff should be able to consult with me by e-mail or phone
as necessary on routine matters, with the understanding that I will always keep the City Council and
City Administrator abreast of requests for advice and the legal problems arising in their departments.

PROPOSED FEE STRUCTURE


A Draft Agreement for Legal Services is attached hereto as Attachment 5.

MONITORING OF EXPENSES AND PROVISION OF OUTSIDE SERVICES


We recommend that we work with the City Council and City Administrator to provide
oversight and suggestions in streamlining legal services. We recommend that all legal services be
centralized through the City Attorney's office, authorized by the City Administrator and/or City
Council, and that no special counsel be hired by individual departments without our approval. We
will give the City recommendations on attorneys for special matters and provide oversight of fees and
expenses of those attorneys. We only foresee use of outside counsel for bond work, labor relations
and negotiations, and in conflict situations.

Berliner Cohen is a seasoned law firm that can provide excellent service to the City. We
would like to thank you again for the opportunity to respond to your request for proposals.
Attachment 6 is a list of client references. If you need additional information, please do not hesitate to
contact me.
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.I Very truly yours,

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E-Mail: jolie.houston@berliner.com
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Enclosures

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FIRM PROFILE

For nearly 50 years, Berliner Cohen, LLP, founded and headquartered in San Jose, California, has
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been one of the most highly-respected full-service business law firms in the region. As one of the
largest San Jose-based law firms, Berliner Cohen possesses the specialized expertise required to
serve the business and regulatory needs of a diverse clientele, which includes publicly-traded
corporations and privately-held entities across various sectors, public agencies and governmental
entities, leading real estate developers, owners, operators, managers and investors, and banking
and other financial institutions. Berliner Cohen also meets the growing demands of the San
Joaquin Valley with its Merced and Modesto offices.

BUSINESS LITIGATION
Arbitration/Mediation
Appellate
Bankruptcy & Creditors' Rights
Construction
Employment
Environmental
Hospitality
Insurance
Intellectual Property
Probate & Trust
Real Estate
White Collar Criminal Defense
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CORPORATE
CROSS-BORDER TAX
EMINENT DOMAIN
EMPLOYMENT LAW
HOSPITALITY LAW
INTELLECTUAL PROPERTY
LAND USE & MUNICIPAL LAW
PROBATE & TRUST ADMINISTRATION
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REAL ESTATE TRANSACTIONS
TAX
' J TRUSTS & ESTATES

BUSINESS LITIGATION
.J The business litigation practice at Berliner Cohen, LLP has met the litigation needs of our
clients. We utilize the experience of attorneys specializing in general business litigation and
dispute resolution. The practice covers a wide variety of corporate, commercial and
business matters, including:

Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
'J 2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
www. berliner. cdm
Arbitration/Mediation - Resolving a dispute through arbitration or mediation, is different
from methods used in the courtroom. In addition to serving as advocates for our clients in
alternative dispute resolution methods, our attorneys are frequently retained asmediators or
arbitrators by opposing litigants to enable them to resolve their disputes outside the
courtroom.

Appellate - Our appellate practice handles appeals and extraordinary writs in state and
federal courts in disputes involving a wide variety of constitutional, governmental,
commercial and business matters, including contract disputes, real property, environmental,
municipal, employment, banking, probate, securities, and First Amendment law, criminal
defense and procedural matters.

Bankruptcy & Creditors' Rights - Our bankruptcy and creditors' rights practice utilizes
attorneys from the Firm's Litigation Department to effectively, efficiently, and aggressively
represent both debtors and creditors in all facets of commercial law and in the intricacies of
the bankruptcy process.

Construction - We represent clients in all aspects of the construction process, beginning


I with the design and planning phase, contract negotiation and drafting, construction
management, claims avoidance, claims resolution, project closeout, and post construction
disputes. We have particular experience with negotiation and drafting of appropriate
agreements, construction defect claims, insurance coverage evaluation, bonding
requirements/claims, delay, productivity and interference analysis, mechanics' lien and stop
notice rights and defenses, contract performance, litigation and claims avoidance, alternative
dispute resolution.

Employment - Our employment litigators and trial attorneys have represented clients in
federal and state courts throughout California, compiling an impressive record of favorable
court rulings on motions to dismiss and for summary judgment, jury trial verdicts, and
appeals. Berliner Cohen's employment group has successfully represented employers in
many types of cases, including discrimination, wrongful termination, individual and class
action wage and hour claims, recovery of misappropriated information and funds, and civil
rights litigation.

Environmental - Utilizing the talents of attorneys from our real estate, land use and
municipal law groups, as well as the litigation department to serve the legal needs of
individuals and businesses facing environmental issues, we assist clients in conducting due
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diligence research on real property, working with environmental consultants to evaluate
contamination problems, reviewing and interpreting technical reports prepared by
consultants, and drafting provisions within legal documents relating to environmental hazards
and risk allocation. We are experienced and adept in representing clients in court or before
federal, state, and local regulatory and administrative law tribunals in government-initiated
enforcement actions.

Hospitality - Our attorneys provide practical advice and counseling on a variety of


hospitality-related issues, including litigators in corporate, tax, _employment and labor, real
estate, land use, environmental and white collar criminal defense, understand the challenges
__l unique to hospitality-related businesses and their owners and operators. Our knowledge
comes from an involvement in numerous major hospitality litigation matters, including
development and construction of hotels, environmental, zoning and land use issues,
construction contracts, management and operating agreements, employment matters,
financing, and leasing.

J Insurance -The insurance practice consists of experienced litigators, transactional business


attorneys and transactional real estate attorneys representing public entities, corporations
and individuals in such fields as health care, computer products, real estate development and

J Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
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www.berliner.com
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construction, professional services, financial services, manufacturing, and banking. We
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provide representation and advice in a variety of areas, including: pending and threatened
litigation and pending claims; tendering insurance coverage and negotiating insurance
coverage issues with insurance carriers; obtaining payment of litigation expenses by
insurance carriers; insurance coverage cases; insurance aspects of leases and real estate
purchase agreements; insurance needs for businesses and business agreements.

Probate & Trust - When complex issues need to be resolved in court, our skilled litigation
attorneys help assure our clients that their interests are well represented. The group
represents clients when disputes come up regarding the administration of trusts and estates,
such as distribution of estate or trust assets, validity of gifts, trust validity, no-contest
clauses, breach of trustee fiduciary duties, will and trust contests, statutory disqualification,
characterization of property, apportionment of estate taxes, and other issues.

Real Estate - Our real estate litigation practice draws on the talent and experience of
attorneys from the litigation, real estate, construction, environmental, land use, and
municipal law practice areas, with experience to effectively represent businesses, individuals
and public agencies involving virtually any type of real estate issue. We provide these
services in a number of areas, including: real estate purchase and sales agreements;
commercial leases; title issues; escrow liability defense; easements and licenses disputes;
compensation of real estate brokers and agents issues; option agreements; situations
involving government agencies; eminent domain.

White Collar Criminal Defense - The white collar criminal defense practice have years of
experience representing high-level executives and small, medium and large companies in
fraud, embezzlement, forgery, bank fraud, trade secret violations, tax fraud, and securities
litigation. We provide representation and advice in a variety of areas, including:
investigations by the Grand Jury; responding to subpoenas and search warrants;
investigations conducted by the Internal Revenue Service, the Securities and Exchange
Commission, and the Federal Bureau of Investigation; state agency administrative
investigations; negotiations with prosecutors; representation of companies that may be
victims of fraud.

CORPORATE
Our corporate department prides itself in its ability to act as a full-service "legal department" for
corporate clients, LLCs, partnerships, trusts and other entities. From the processes of choosing,
forming and financing a new entity through its ultimate sale, reorganization or other exit
strategy, we are well equipped to address the evolving needs of clients ranging from start-ups to
recognized commercial enterprises. Our corporate attorneys assist clients with drafting and
negotiating all types of contracts, instruments and transactions as well as entity records
c i maintenance and virtually all of the venture's other legal needs, including related filings, permits,
licenses, IP, tax planning and asset protection.
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CROSS-BORDER TAX
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The Cross-Border Tax Group focuses on U.S. and local tax issues ans1ng from cross-border
investments and transactions involving individuals, entities, trusts and estates. California's
I economy is the fifth largest in the world and is not isolationist. Our expertise is extended
J through our participation in the International Alliance of Law Firms, a network of approximately
70 firms in jurisdictions throughout Europe, the Middle East, Africa, Asia, the Pacific and the
Americas. Our attorneys have extensive experience in strategic planning and implementation
issues associated with multijurisdictional, cross-border families and their enterprises and trusts.
Sophistication in this area is important, and all of our tax attorneys possess an advanced tax law
degree (LL.M. in Taxation).

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Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
www.berliner.com
EMPLOYMENT
As an employer, your commitment to running a productive workplace requires skillful
employment law attorneys. From hiring and leaves of absence to reductions in force and
termination, our determination to guide and protect employers is comprehensive. We provide
l expert preventative advice, guidelines and workplace training to all sizes of businesses in diverse
industries. When litigation arises, our trial attorneys bring to bear an impressive record of
obtaining favorable court rulings on motions to dismiss, summary judgment, jury trial verdicts
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ENVIRONMENTAL
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Clients rely on our counsel for a wide range of environmental disputes and issues. We often
' advise during real estate transactions where frequently environmental issues may arise that
involve contaminated, or potentially contaminated, property. We handle necessary due diligence
research, evaluate contamination problems with environmental consultants, review and interpret
consultants' technical reports, and draft environmental hazards and risk allocation provisions in
legal documents. For clients with development or redevelopment projects, our attorneys guide in
obtaining environmental permits. Our environmental litigation experience includes thorough
representation of your environmental matters before federal, state, and local regulatory and
administrative law tribunals and in court.

LAND USE & MUNICIPAL LAW


Berliner Cohen attorneys manage projects and counsel clients through a full spectrum of public
and private sector land use and municipal matters; our unique perspective working "both sides"
allows us to focus on developing practical and cost-effective solutions for our public and private
clients. We routinely handle property acquisitions, permitting, environmental issues,
administrative actions, regulatory advocacy, litigation, and day-to-day municipal law. We have
successfully litigated numerous CEQA and eminent domain cases, including jury trials. We serve
as City Attorney in several municipalities and provide specialized representation to cities and
special districts in complex or contentious matters.

PROBATE & TRUST


Probate and trust issues always have lasting consequences. Whether you are a fiduciary or a
beneficiary administering an estate plan, our attorneys can provide you with insightful and
customized counsel that is sensitive to your needs and concerns. When complex issues require
resolution in court, our skilled attorneys are keenly aware of the emotional component
underlying probate litigation, which can devastate surviving family members. Under these
c J circumstances, our supportive and confident attorneys appropriately apply laws specific to the
administration and division of estates that restore family trust.

REAL ESTATE
Over the last 40 years, we have built one of the largest and most respected real estate groups in
Northern California, handling thousands of projects-locally, throughout the state and nationally.
Our clients include Silicon Valley's largest and most active commercial and housing developers,
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major technology companies, multinational corporations, construction lenders, banks, individual


owners, investors, public agencies and nonprofit organizations. Our real estate attorneys
represent clients in diverse matters, including: real estate development-entity formation,
,_! transaction structuring, sales/acquisitions, subdivision of real property, entitlement processing,
land use permits and related matters; financing-counseling developers, investors and others as
borrowers, large institutional lenders and mortgage companies in commercial loan transactions
and loan workouts; leasing-advising property owners and tenants in office, retail, R&D,
industrial, warehouse properties. Known and respected as a formidable presence in the region's
real estate community, we ably represent developers, banks, public agencies, private individuals,
contractors, investors and businesses in virtually all aspects of real estate.
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J Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
www.berliner.com
TAX
Our tax group has an outstanding reputation for providing tax related business planning, merger
and acquisition transaction services and like-kind exchange transactions, as well as handling tax
controversy matters on the federal, state and local levels. Each of our tax attorneys has received
"l an advanced law degree known as an LL.M., in Taxation. With our expertise, we are able to
provide our clients with sophisticated tax and related advice, while remaining grounded with
sound, practical counsel. Whether you have individual or business entity tax needs, we offer a
full range of services. Because tax issues arise in a variety of transactions, our tax attorneys
1 coordinate closely with colleagues in other practice areas, such as corporate, estate planning,
I estate taxation, real estate and litigation.

TRUSTS & ESTATES


Estate planning must be done with sensitivity to personal and family issues as well as business
and tax issues. Our commitment to clients is at all levels and focuses on realizing unique
1 concerns and wishes. Berliner Cohen's attorneys' experience and services cover estate tax
planning, business succession, estate administration, probate, conservatorship and guardianship
issues, charitable giving, charitable foundations, gifting programs, will and trust controversy
matters and court administration. In addition, we regularly advise on the organization, funding
and sale of privately owned business and real property interests in the estate-planning context.
Our approach is all-inclusive and tailored to the way your business and your family interact.

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I Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-S388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite 8 Modesto, California 95354 209-576-0111 Fax 209-576-1076
www.berliner.com
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LAND USE &. MUNICIPAL LAW

Land use decisions in California are affected by legal regulations and land values. The
land use and municipal law practice at Berliner Cohen consists of experienced
transactional attorneys, litigators, and regulatory specialists with extensive
experience in all phases of land use and municipal law.
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j The group's attorneys bring a unique perspective that can greatly assist our clients. The practice
is evenly split between public and private representation in permitting, administrative actions,
regulatory advocacy and litigation. We find it extremely helpful to be able to explain to public

I' entities on the one hand, and to private parties on the other, how the "other side" would analyze
an issue and how they are likely to react. Without compromising the Firm's representation or
demonizing the other party, the group's attorneys can effectively represent clients on the public
or private side of these matters.

Berliner Cohen's land use and municipal law practice is committed to developing practical and
cost-effective solutions for our clients, which include Fortune SOD companies, regional and local
businesses, municipalities, governmental agencies, corporations, partnerships and individuals.

Municipal and government agencies require specialized legal expertise to implement and comply
with their unique mandates. Berliner Cohen has served as City Attorney and as special and
general counsel to various government agencies. The group's legal experience in public and
municipal law continues to be an important resource to many government agencies in Northern
California.
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.I The land use practice also has a strong emphasis in local and state permitting requirements and
has litigated numerous land use, environmental, and condemnation cases. Berliner Cohen's
I attorneys provide representation and advice in a variety of areas, including:
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California Environmental Quality Act (CEQA)
Fees, dedications and exactions
Development agreements
.i Due diligence analysis
Eminent domain and inverse condemnation
Complex, mixed-use projects
! Green development, including LEED certification
' J Subdivision Map Act
Sensitive habitats and properties (including hillsides and endangered species habitats,
and historic structures and sites)
'J Zoning, conditional use permits, building permits and architectural and site approvals
Special taxes, general taxes and assessment districts
Brown Act, Public Records Act, political campaign and disclosure laws
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J Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
www.berliner.com
Our attorneys have considerable experience in land use and regulatory approvals before local
governments and have public policy experience in the whole system approach to green building,
' 1 solid waste and wastewater regulation and disposal., alternative transportation technology, and
climate change policy.

Public agency representation


Currently, Berliner Cohen attorneys serve as city attorney to three California cities and provide
specialized representation, including litigation and CEQA work, to several other public entities,
including other municipalities, water districts and a regional wastewater authority.
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In our public agency representation, our attorneys have litigated dozens of CEQA and numerous
eminent domain cases, including cases that required jury trial. We have also provided our public
agency clients with assistance on all aspects of real estate acquisition, including friendly
acquisitions and those resulting from settlement of eminent domain actions. Berliner Cohen
attorneys routinely represent public agencies in land use matters, from providing advice during
the planning process, through negotiation with key players in creating sound and legally
defensible planning decisions through defending challenges to local planning decisions in court.
Significant recent representation has included cases resulting in published opinions upholding an
EIR relating to the development of a shopping center and defense of a housing element not
certified by the State of California.

Private party representation


Berliner Cohen represents the private parties in all aspects of land use entitlement work. Our
attorneys have assisted private entities, ranging from large national developers to individuals, in
understanding and navigating California's increasingly complex land use laws. Our attorneys
routinely provide advice to private parties in negotiation of development agreements, navigation
of the CEQA process, obtaining appropriate development permits for development or
redevelopment activities and understanding the important, and rapidly growing, area of green
development. Our attorneys are also skilled at providing due diligence analyses for developers
contemplating the purchase of entitled, or partly entitled, properties.

Berliner Cohen land use attorneys are able to maximize their value to clients, not only through a
thorough understanding of the law, but also through an intimate knowledge of the very unique
area in which we are situated. Our attorneys include current and former city attorneys and
elected officials. This knowledge of the area we serve has provided us with a unique ability to
provide our clients with an understanding of local regulations, customs and politics that may
impact a development. As an example, for over a decade, Berliner Cohen's attorneys have
represented the developer of San Jose's Santana Row, an award-winning, mixed use
development, involving commercial, residential and office uses in an urban setting. Berliner
Cohen's attorneys conducted extensive negotiations with the cities of San Jose and Santa Clara
in order to secure the project's original development zoning as well as several subsequent
. J rezonings. We helped our. client obtain numerous permits and other entitlements and won a
CEQA suit challenging the project's EIR. Additionally, we provided legal advice to our client in its
successful efforts to defend the project in a local referendum.
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For more information, please contact Andrew Faber at andrew.faber@berliner.com.

i Ten Almaden Boulevard, Eleventh Floor San Jose, California 95113 408-286-5800 Fax 408-998-5388
c J 2844 Park Avenue Merced, California 95348 209-385-0700 Fax 209-385-3789
1130 12th Street, Suite B Modesto, California 95354 209-576-0111 Fax 209-576-1076
www.berliner.com
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Jolie Houston
Partner
l 408-286-5800
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Fax 408-998-5388
jolie.houston@berliner.com

Practices
Land Use & Municipal Law

Ms. Houston practices in the areas of land use and public law with an emphasis on municipal law. She
joined Berliner Cohen in 1998. Ms. Houston represents private land use clients in a wide variety ofland use
and regulatory approvals.

Ms. Houston is currently the Interim City Attorney for the City of Merced and the Assistant City Attorney
for Gilroy. She served as City Attorney for the City of Los Altos for over 13 years. She also served as
District Counsel for the Sanitary District No. 1 of Marin County for over four years, and was formerly the
Deputy City Attorney for the City of Santa Clara.

Education/Honors
Santa Clara University School of Law, J.D., 1993
University of California at Davis, 1978

Representative Cases
j Los Altos Golf & Country Club v. County ofSanta Clara
165 Cal.App.4th 198 (2008) Successfully defended the City of Los Altos and County of Santa
Clara against a class action lawsuit for sewer fee refunds under the Health & Safety Code, as
. J well as constitutional claims
Vinod Patel v. City of Gilroy
97 Cal.App.4th 483 (6th Dist. 2002) As Counsel for the City of Gilroy, successfully defended the
City's Transient Occupancy Tax Ordinance from a constitutional challenge

Representative Matters
Specializes in representing public agencies and in representing private clients before local
governments for land use approvals, including environmental review and permit processing
including Data Center entitlements, and litigation
Worked with county staff and appeared before the Board of Supervisors in Santa Clara, as well
as represented clients for city approvals in American Canyon, Campbell, Hillsborough, Los
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Altos Hills, Los Gatos, Modesto, Napa, San Jose, Santa Clara, Saratoga and Scotts Valley
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Ten Almaden Boulevard, Eleventh Floor San Jose, California 951 I 3
www.berliner.com
Professional Admissions
c l State Bar of California

Presentations
"Government Clerks and Litigation: What You Need to Know," Master Municipal Clerks and
Clerk of the Board Academy, February 2017
"The California Public Records Act in an Electronic World," City Clerks Association of
California Armual Conference - April 2015
"Plarming Essentials 101," "CEQA Documents: What You Need to Read," League of
California Cities Planning Commissioners Academy, March 2015
"Plarming Commissioner's Roles and Responsibilities," League of California Cities Plarming
Commissioners Academy, February 2013
"The Peoples Business: A Guide to the California Public Records Act and the Additional
! Obligations of Sunshine Laws," Northern California City Clerks Association, January 2012
"Sign Regulation in the Digital Age," League of California Cities Plarmers Expo,
. l March2011
"Foreclosures" Armual Conference, League of California Cities, September 2008
"Reviewing Projects-Condition of Approval and Findings," League of California Cities Plarmers
Expo, March 2006 and March 2007
"Revenue Raising Options for Cities: Adopting and Enforcing Transient Occupancy Taxes," City
Attorneys Department Spring Conference, League of California Cities, May 2004
"Zoning and Land Use in California," Lorman Education Services, faculty speaker and panelist,
San Jose, April2003

Publications
"Cost Effective Public Records Act Compliance and Transparency Following Proposition 42"-
January 2015 edition of Western States magazine.

Activities/Memberships
State Bar of California, Public Law Section Executive Committee, 2004-2008, SecretaryNice
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Chair, 2005 - 2008
. I League of California Cities, Municipal Law Handbook Committee, Chapter Chair, Foundations
of Municipal Government, 2005-2007,2009-2011, 2012-2014
League of California Cities, City Attorneys Department's Nominating Committee, 2006
J League of California Cities, Public Records Act Committee, 2007-2008,2013-2015
League of California Cities, Public Records Act Committee, Chair, 2016-2018
1
Santa Clara County Bar Association, Environmental Law and Women Lawyers Section
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Santa Clara County YWCA Board Member, 2000-2004

Personal
Born in Sacramento, California
Interests include rurming, skiing, cooking and gardening
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AGREEMENT FOR LEGAL SERVICES

This Agreement for Legal services ("Agreement") is made and entered into this day of
-::----,,---co--' 2017, by and between City of Carmel-by-the-Sea, a California Municipal Corporation
c l
(hereinafter referred to as the "City"), and Berliner Cohen, LLP, Attorneys, a partnership ("BC").

WITNESSES
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WHEREAS, it is the desire of the parties hereto to enter into this Agreement and establish the terms
and conditions for rendition of interim legal services to the City and the compensation therefor.
. l
NOW, THEREFORE, IT IS MUTUALLY AGREED as follows:

1.0 Appointment ofCitv Attorney ("City Attorney") .


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The City hereby retains BC to perform the professional services described herein. The City
shall appoint Jolie Houston, a Partner in BC, as City Attorney to serve at the pleasure of the
City. BC shall expend its best efforts to carry out the professional services described herein,
and faithfully represent the interests of the City during the term of this Agreement.

2.0 Attorney's Services and Scope of Work.

Commencing , 2017, BC shall be responsible for providing the services set


forth in this Agreement as Exhibit "A" ("Basic Services").

3.0 Compensation.

Berliner Cohen proposes a flat-rate retainer of$14,500 per month for up to 50 hours
for the Basic Services. Hourly billing to apply after 50 hours per month or for
special projects, and would be at a proposed hourly rate of$300 per hour for Partners
.J and $220-$240 for Associates .

The flat-rate retainer will include the services outlined in Exhibit A.


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Reimbursable Expenses. Litigation costs and expenses for statutory fees, witness
fees, reporters' per diem and stenographic transcriptions, photocopying, jury fees,
electronic research, travel, and the expenses of serving process shall be advanced by
BC and reimbursed by the City. Expert consultants and witnesses may be retained
by BC on terms acceptable to City, approved in advance by email or letter by the
City representative, in which case City shall reimburse BC or pay such consultants or
experts directly.

4.0 Litigation and Special BC Projects.

In addition to the basic services, BC shall provide litigation and special project services at
the request of the City. Litigation includes court and administrative proceedings of every
type or nature, and litigation services includes client conferences, file and report reviews,

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interviews, legal research, site visits and discussions with witnesses and experts prior to
formal proceedings. BC shall provide to the City Administrator and City Council periodic
,,, reports of the status of all litigation assigned to it.

Special projects may include complex transactions and agreements, real estate matters,
I strategic advice, human resources or employment matters, assistance in negotiations and any
1 other matter requested by the City.

1
Upon receipt of a request, BC shall provide a proposed engagement letter describing the
I scope of the engagement and estimated cost. If the request involves services that are outside
'
the expertise ofBC or that it cannot undertake because of conflicts or any other reason, BC
shall recommend that the counsel be engaged to provide the services and, when permitted by
applicable Rules of Professional Conduct, suggest specific firms or attorneys for
consideration by the City. In cases of unusual significance or complexity, BC may
recommend that the City retain other counsel in addition to, or in lieu of BC. In all cases,
retention of counsel for litigation or special projects shall be at the discretion of the City;
however, it is the expectation of the parties that BC will be engaged when it has the requisite
experience, expertise and resources to perform the work.

4.1 Litigation by City.

All litigation in which the City is plaintiff shall be initiated only at the direction of the City.

4.2 Defense of Litigation.

Unless otherwise determined by the City, BC shall defend all actions and other proceedings
brought against the City, its elected officials, appointed offices and agents ("City parties").
. J 4.3 Compensation for Litigation and Special Projects.

I Advance approval by the City Council is required for special projects and litigation as
.I defined in sections 4.1 and 4.2. In any event, except when precluded by a conflict of interest,
BC shall provide representation until such time as the City has engaged BC or other counsel

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I as directed by the City Administrator and as necessary to maintain the status quo or prevent
the entry of a default.

4.4 Billings.
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The charges for litigation, special project services and basic services are to be billed and paid
monthly. With its statement, BC shall provide an accounting of the number of hours billed
j for legal services. The billings will be reviewed by the City Administrator, or his designee,
and if in order, in his/her opinion, approved for payment. Any questions about billings that
cannot be mutually resolved between the City Administrator and City Attorney may be
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referred to the City Council for resolution.

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5.0 Duties of City Attorney.

City Attorney shall provide representation and advice to City as provided in tills Agreement,
either personally or by assigning and supervising other BC attorneys or by overseeing the
performance and work of other attorneys who are engaged by the City (unless otherwise
directed by the City Council). City Attorney shall review charges for services rendered by
other attorneys to ensure that they are consistent with this Agreement and/or the terms of the
specific engagement and otherwise reasonable. City Attorney shall monitor the work of
. 1 other attorneys to ensure that it is done efficiently and competently and, when appropriate in
'
' her judgment, shall adjust charges for work by BC attorneys that does not meet these
standards. As used in this paragraph, "other attorneys" shall include BC attorneys and,
unless otherwise directed by the Board, other firms and attorneys who are retained by the
City as provided herein.

City Attorney shall attend City Council meetings (2 per month) unless prevented by illness
or vacation or excused by the Mayor or City Administrator, in which case aBC Attorney
shall attend unless excused by the Mayor or City Administrator.

The BC Attorneys (a) shall assist the City Attorney as she directs, and (b) shall perform the
duties of the City Attorney whenever she is unavailable due to illness, vacation or other
reason approved by the City Attorney.

6.0 Priorities.

If there are more requests for service than can be accomplished in the time allowed, City
Attorney or BC may request the City Administrator to establish priorities. Otherwise, City
Attorney shall respond in a reasonable time to all requests.

7.0 Termination.

i This Agreement shall continue until terminated. BC understands that tills Agreement may be
.J terminated by the City or BC, without cause, upon 60 days' written notice. The City shall be
required to pay only for services rendered and charges incurred before the effective date of
j termination and shall not be responsible for services rendered or charges incurred thereafter.
.J
8.0 No Assignment.

. J This Agreement is entered into by the City and BC and the rights and obligations may not be
assigned or delegated by BC to any other attorney without the express written consent of the
City Council. This Agreement is not assignable.

9.0 Insurance.

BC shall, at its own expense, procure and maintain policies of insurance of the types and in
the amounts set forth below, for the duration of this Agreement, including any extensions
thereto. The policies shall state that they afford primary coverage. Failure to maintain
.J required insurance at all times shall constitute a default and material breach of this

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Agreement. In such event, BC shall immediately notifY the City and cease all performance
under this Agreement until further directed by the City .
1
I General Liability insurance shall be maintained with minimum limits of $1,000,000
combined single limits written on an Insurance Services Office (ISO) Comprehensive
General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage shall be included.

Professional errors and omissions liability insurance shall be maintained with minimum
limits of $1,000,000. If a claims-made policy is purchased, a "tail" of at least three years
shall be purchased if non-renewed within three years of completion of performance of this
Agreement. Applicable aggregates must be identified and claims history provided to
determine amounts remaining under the aggregate.

The City Administrator may modify or waive any of the specific requirements for the above
insurance, except for the policy limits. Any such waiver may include substitute requirements
and shall be confirmed by letter.

BC shall comply with the applicable portions of the California Labor Code concerning
workers' compensation for injuries on the job.

10.0 Opinions.

All written opinions requested by the City Council and prepared by City Attorney or BC
shall be provided to the City Administrator and all City Council members.

11.0 Review.

The City Council may meet with City Attorney and review her performance. At this time,
the parties may agree to changes or amendments hereto, including, but not limited to,
changes in compensation provisions, which changes or amendments shall be evidenced by
j written amendment hereto.

i 12.0 Delegation.
)
The City Council may delegate any of its duties, obligations, discretion or authority under
this Agreement to its City Administrator.

[Signatures on next page]


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WITNESSETH:

c l
BERLINER COHEN, LLP, ATTORNEYS

c l Dated: By:
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Jolie Houston, Partner

1
CITY OF CARMEL-BY-THE-SEA
a California Municipal Corporation of the
State of California

Dated: By:
Chip Rerig,
City Administrator

Approved as to form:
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Dated: By:
Donald Freeman
ChlefDeputy City Attorney

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EXHIBIT A

c l BASIC SERVICES

"1 Basic services to be provided by the City Attorney shall include representation of and advice to the
Council, committees and commissions and all City officials in legal matters of municipal
government. This includes:
"1
a) Attendance at all City Council meetings (two per month), unless excused by Mayor or
Council (attendance at special meetings or study sessions only upon request by City
" ' Administrator or Mayor);

b) City Hall office hours one day a week. Office hours may include projects assigned by the
City Attorney's Office staff on an as-needed basis.

c) Consultation with City Administrator, City Staff, or authorized representatives to provide


legal advice on City legal matters, including the Brown Act, Public Records Act and FPPC.

d) Assistance with the preparation/review of all proposed ordinances, resolutions, contracts,


proposed City policies and activities, and other documents pertaining to City business;

e) Assistance with City code enforcement including filing complaints or administrative


proceedings for litigation;

f) Assistance with City personnel issues (excluding collective bargaining) requiring legal
attention;

g) Keeping the Council and City Administrator informed of the status oflitigation involving
City. City Attorney shall also advise the City Council and City Administrator of significant
developments in litigation involving City as the occur;
" J
h) Providing written legal opinions when requested by any four Council members;

i) Assisting City Council, City Administrator and appropriate staff in continuing to identify
feasible options toward implementing and achieving the goals, policies and objectives of the
City Council;
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REFERENCES

c 1
Douglas Schmitz, former Los Altos City Manager
dj schmitz51 @hotmail.com

Valorie C. Carpenter, former Los Altos Councilmember


vccarpenter@gmail.com
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Orry P. Korb, former Santa Clara County, County Counsel- Professional Associate
okorbl@juno.com

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