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16 Goldfarb 3rd Amendment PREPARED BY: Bridgette Falconio Administrative Technician Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov TOWN OF LOS GATOS COUNCIL AGENDA REPORT MEETING DATE: 08/05/2025 ITEM NO: 16 DATE: July 22, 2025 TO: Mayor and Town Council FROM: Chris Constantin, Town Manager SUBJECT: Authorize the Town Manager to Execute a Third Amendment to the Contract for Legal Services with the Law Firm of Goldfarb & Lipman to Increase the Contract Amount by $65,000, for a Total Contract Amount Not to Exceed $305,000 RECOMMENDATION: Authorize the Town Manager to execute a Third Amendment to the contract for legal services with the law firm of Goldfarb & Lipman to increase the contract amount by $65,000, for a total contract amount not to exceed $305,000 FISCAL IMPACT: The funds are available from the Fiscal Year 2024-25 budget. Therefore, there is no budget adjustment requested in connection with approval of this contract amendment; the request is solely for approval of the contract amendment. STRATEGIC PRIORITY: This item is in alignment with the Core Goal of Good Governance. Legal services are a core component of effective municipal governance. Increasing the contract amount to continue or expand legal support reflects the Town's commitment to sound decision-making, legal compliance, and accountability in managing land use, contracts, and other civic matters. This supports the goal of maintaining a transparent and well-functioning government. BACKGROUND: In July 2022, the Town Attorney's Office entered into an agreement with the law firm of PAGE 2 OF 2 SUBJECT: Third Amendment Goldfarb & Lipman DATE: July 22, 2025 Goldfarb & Lipman LLP to provide specialized housing law counsel. The Town Attorney’s Office is seeking Town Council approval of an amendment to increase the amount of the existing contract by $65,000 for a total contract amount of $305,000. The contract is for legal services related to Housing Element issues, SB 330 projects, and litigation. In accordance with the Town’s purchasing policy, this is a “single source” contract in that this firm is recognized as a statewide expert in Housing Element law. On December 3, 2024 and May 20, 2025, respectively, first and second contract amendments in amounts not to exceed an increase of $65,000 and $75,000 were executed. DISCUSSION: The proposed Third Amendment will cover costs associated with land use litigation and several SB 330 planning applications. These funds are already budgeted, and the agreement amount needed to be increased to match what has been budgeted. In addition, the Town Attorney’s office will return to the Town Council to request additional funds for upcoming housing law matters and litigation. CONCLUSION: Staff recommends that the Town Council authorize the Town Manager to execute a Third Amendment with Goldfarb & Lipman, increasing the total not to exceed amount to $305,000. COORDINATION: This report was coordinated by the Town Attorney’s Office and the Finance Department. ENVIRONMENTAL ASSESSMENT: This is not a project defined under CEQA, and no further action is required. Attachments: 1. Goldfarb Third Amendment with Exhibit A - First Amendment, Second Amendment and Original Agreement 1 of 1 Legal Services – Town of Los Gatos – Land Use Assistance THIRD AMENDMENT TO AGREEMENT This THIRD AMENDMENT TO AGREEMENT is dated for identification this 5th day of August, 2025, and amends that certain agreement for Goldfarb and Lipman Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”) RECITALS A. Town and Consultant entered into an Agreement for land use counsel on July 21, 2022, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment. B. Town and Consultant entered into a first amendment to the Agreement on December 3, 2024, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment. C. Town and Consultant entered into a second amendment to the Agreement on August 5, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment. AMENDMENT 1. The compensation section is amended to read $305,000. 2. All other terms and conditions of the Agreement remain in full force and effect. Town of Los Gatos Goldfarb & Lipman: By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Esquire Department Approval: _______________________________________ Gabrielle Whelan, Town Attorney ATTACHMENT 1 1 of 1 Legal Services – Town of Los Gatos – Land Use Assistance SECOND AMENDMENT TO AGREEMENT This SECOND AMENDMENT TO AGREEMENT is dated for identification this 20th day of May, 2025 and amends that certain agreement for Goldfarb and Lipman Land Use Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”) RECITALS A.Town and Consultant entered into an amendment to the Land Use Agreement onNovember 20, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.B.Town and Consultant entered into a Land Use Agreement on July 21, 2022,(“Agreement”), a copy of which is attached hereto and incorporated by reference asExhibit B to this Amendment. AMENDMENT 1. The compensation section is amended to provide for a total contract amount not to exceed$240,000. 2. All other terms and conditions of the Agreement remain in full force and effect. Town of Los Gatos Approved as to Consent: By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Goldfarb & Lipman Department Approval: _______________________________________ Gabrielle Whelan, Town Attorney Approved as to Form: Attest: ______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 5/22/2025 5/28/2025 5/28/2025 6/2/2025 6/2/2025 EXHIBIT A Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT is dated for identification this 20 day of November, 2024 and amends that certain agreement for Goldfarb and Lipman Land Use Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.("Consultant.") RECITALS A.Town and Consultant entered into a Land Use Agreement on July 21, 2022, ("Agreement"),a copy of which is attached hereto and incorporated by reference as Exhibit A to thisAmendment. AMENDMENT 1.The compensation is amended not to exceed $165,000. 2.All other terms and conditions of the Agreement remain in full force and effect. Town of Los Gatos By: l=-F-8-3-�F+•�....----------Ch ris Constantin, Town Manager Department Approval: Gabrielle Whelan, Town Attorney Approved as to Form:! ✓ Signed by: L::��.� Gabrielle Whelan, Town Attorney Legal Services -Town of Los Gatos -Land Use Assistance 1 of 1 Approved as to Consent: r-:DocuSigned by: By:_�-����z�� Barbara Kautz, Goldfarb & Lipman Attest: DocuSigned by: w.i<1 UJMJ 19-�e-19-G-19-��--------Wendy Wood, CMC, Town Clerk Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 M David Kroot Lynn Hutchins Koren M. Tiedemann Thomas H. Webber Dianne Jackson Mcleon Michelle D. Brewer Robert C. Mills Isabel L. Brown James T. Diamond, Jr. Margaret F. Jung Heather J. Gould William F. DiCamillo Amy DeVaudreuil Borbara E. Kautz Rafael Yaqui6n Celia W. Lee Dolores Bostian Dalton Joshua J. Mason Jeffrey A. Streiffer Elizabeth R. Klueck Jhaila R. Brown Gabrielle B. Janssens Rye P. Murphy Beniamin Funk Aileen T. Nguyen Katie Dahlinghaus Matthew S. Heaton Nozanin Salehi Erin C. Lapeyrolerie Minda Bou1ista Hickey Connor T. Kratz Los Angeles 213 627-6336 San Diego 6 I 9 239-6336 Goldfarb & Lipman LLP 1300 Cloy Street, Eleventh Floor Oakland, California 94612 510 836-6336 via e-mail 990051 \0 I \3334498.1 7/21/2022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos July 21, 2022 Page 2 assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement. Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given. When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required. Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: bkautz@goldfarblipman.com, and keep a copy for your files. We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter. Very truly yours, BARBARA E. KAUTZ bkautz@goldfarblipman.com Enclosures: Rate Schedule; Billing Policies and Procedures 990051 \0 l 13334498.1 7/21/2022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1 B-9A8B-17B5C17E8852 Ms. Gabrielle Whelan, Town AttorneyTown of Los GatosJuly 21, 2022Page 3ACCEPTED AND AGREED:TOWN OF LOS GATOSBy:f) I . I ts: ---=fJ------+--'-(.,_;1=,1/l'--'f"l-'_-----ld ...... -·..,..,Tf'--'--·_n..:....1 -_._i ':1=· • '=--+--Date: ___ q..___._/---"'Z'---Z----'-/---"-7_2--=---- 990051\0113334498.1 712112022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 7/21/2022 1302\05\3697443.1 February 15, 2024 via e-mail Gabrielle Whelan, Town Attorney Town of Los Gatos 110 East Main Street Los Gatos, CA 95030 GWhelan@losgatosca.gov Re: Legal Services – Town of Los Gatos – Land Use Assistance Dear Gabrielle: Goldfarb & Lipman LLP would be pleased to continue to provide legal services to the Town of Los Gatos (the "Town") in connection with various land use matters relating to housing law, including those related to the Town’s housing element, general plan, and development projects and related matters as authorized in writing by the City. We may advise the City regarding matters related to the North Forty property so long as it does not involve any confidential information we received based on our past representation of the developers. I will have primary responsibility for our work with you on this matter, with primary assistance from Nazanin Salehi. Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. To that end, we may also draw on the services of other colleagues as needed to provide the most cost-effective services. Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Schedule, and payable monthly based on the number of hours expended on the matter. Our billing rates for this matter reflect our discounted rates for legal advice and representation for public entity clients and are subject to the increases described in attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement upon sixty (60) days prior written notice to you. If you choose not to consent to the increased rates, you may terminate our services by written notice effective when received by us. The time charged will include, but is not limited to, the time spent on telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with Town staff and other parties and attorneys. The legal personnel DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos February 15, 2024 Page 2 7/21/2022 1302\05\3697443.1 assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement. Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given. When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required. Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: bkautz@goldfarblipman.com, and keep a copy for your files. We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter. Very truly yours, BARBARA E. KAUTZ bkautz@goldfarblipman.com Enclosures: Rate Schedule; Billing Policies and Procedures DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos February 15, 2024 Page 3 7/21/2022 1302\05\3697443.1 ACCEPTED AND AGREED: TOWN OF LOS GATOS By: __________________________ Its: ___________________________ Date: _________________________ DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530 3/11/2024 Gabrielle Whelan Town Attorney Laurel Prevetti Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 7/21/2022 1302\05\3697443.1 Goldfarb & Lipman LLP Billing Rates Per Hour Partner $370-$390 Senior Counsel $365-$390 Associate $275-$365 Senior Law Clerk $260 Law Clerk $210 Project Coordinator $210 DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 7/21/2022 1302\05\3697443.1 GOLDFARB & LIPMAN LLP LEGAL REPRESENTATION POLICIES AND PROCEDURES Dear Client: Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures. To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you. It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you. Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month. We carry professional liability insurance above the limits required by law. It is our policy to retain and ultimately destroy all files, documents, records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation, whether the client has paid for them or not. In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation. Very truly yours, GOLDFARB & LIPMAN LLP DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 1 of 1 Legal Services – Town of Los Gatos – Land Use Assistance SECOND AMENDMENT TO AGREEMENT This SECOND AMENDMENT TO AGREEMENT is dated for identification this 20th day of May, 2025 and amends that certain agreement for Goldfarb and Lipman Land Use Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.(“Consultant.”) RECITALS A.Town and Consultant entered into an amendment to the Land Use Agreement onNovember 20, 2025, (“Amendment”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.B.Town and Consultant entered into a Land Use Agreement on July 21, 2022,(“Agreement”), a copy of which is attached hereto and incorporated by reference asExhibit B to this Amendment. AMENDMENT 1. The compensation section is amended to provide for a total contract amount not to exceed$240,000. 2. All other terms and conditions of the Agreement remain in full force and effect. Town of Los Gatos Approved as to Consent: By: _______________________________ By:______________________________ Chris Constantin, Town Manager Barbara Kautz, Goldfarb & Lipman Department Approval: _______________________________________ Gabrielle Whelan, Town Attorney Approved as to Form: Attest: ______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 5/22/2025 5/28/2025 5/28/2025 6/2/2025 6/2/2025 ATTACHMENT 2 Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT is dated for identification this 20 day of November, 2024 and amends that certain agreement for Goldfarb and Lipman Land Use Agreement dated July 21, 2022, made by and between the Town of Los Gatos, ("Town,") and Goldfarb & Lipman LLP.("Consultant.") RECITALS A.Town and Consultant entered into a Land Use Agreement on July 21, 2022, ("Agreement"),a copy of which is attached hereto and incorporated by reference as Exhibit A to thisAmendment. AMENDMENT 1.The compensation is amended not to exceed $165,000. 2.All other terms and conditions of the Agreement remain in full force and effect. Town of Los Gatos By: l=-F-8-3-�F+•�....----------Ch ris Constantin, Town Manager Department Approval: Gabrielle Whelan, Town Attorney Approved as to Form:! ✓ Signed by: L::��.� Gabrielle Whelan, Town Attorney Legal Services -Town of Los Gatos -Land Use Assistance 1 of 1 Approved as to Consent: r-:DocuSigned by: By:_�-����z�� Barbara Kautz, Goldfarb & Lipman Attest: DocuSigned by: w.i<1 UJMJ 19-�e-19-G-19-��--------Wendy Wood, CMC, Town Clerk ATTACHMENT 1 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1 B-9A8B-17B5C17E8852 DATE: November 26, 2024 TO: Gabrielle Whelan, Town Attorney FROM: Bridgette Falconio, Administrative Technician SUBJECT: Single Source for Approval by Town Attorney: Goldfarb & Lipman LLP BACKROUND: This contract is a "single source" purchase in conformance with the Town's purchasing policy in that there are compelling reasons to hire this firm. The Town is seeking an amendment to a contract with Goldfarb Lipman LLP for General Land Use Assistance in the Town. This includes work on general land use matters including housing element implementation and the processing of SB 330 planning applications. Goldfarb Lipman LLP are statewide experts in Builders Remedy. Recommended By: Approved By: 12/10/2024 12/11/2024 Bridgette Falconio, Admin Tech Date Gabrielle Whelan, Town Attorney Date Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 M David Kroot Lynn Hutchins Koren M. Tiedemann Thomas H. Webber Dianne Jackson Mcleon Michelle D. Brewer Robert C. Mills Isabel L. Brown James T. Diamond, Jr. Margaret F. Jung Heather J. Gould William F. DiCamillo Amy DeVaudreuil Borbara E. Kautz Rafael Yaqui6n Celia W. Lee Dolores Bostian Dalton Joshua J. Mason Jeffrey A. Streiffer Elizabeth R. Klueck Jhaila R. Brown Gabrielle B. Janssens Rye P. Murphy Beniamin Funk Aileen T. Nguyen Katie Dahlinghaus Matthew S. Heaton Nozanin Salehi Erin C. Lapeyrolerie Minda Bou1ista Hickey Connor T. Kratz Los Angeles 213 627-6336 San Diego 6 I 9 239-6336 Goldfarb & Lipman LLP 1300 Cloy Street, Eleventh Floor Oakland, California 94612 510 836-6336 via e-mail 990051 \0 I \3334498.1 7/21/2022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos July 21, 2022 Page 2 assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement. Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given. When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required. Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: bkautz@goldfarblipman.com, and keep a copy for your files. We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter. Very truly yours, BARBARA E. KAUTZ bkautz@goldfarblipman.com Enclosures: Rate Schedule; Billing Policies and Procedures 990051 \0 l 13334498.1 7/21/2022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1 B-9A8B-17B5C17E8852 Ms. Gabrielle Whelan, Town AttorneyTown of Los GatosJuly 21, 2022Page 3ACCEPTED AND AGREED:TOWN OF LOS GATOSBy:f) I . I ts: ---=fJ------+--'-(.,_;1=,1/l'--'f"l-'_-----ld ...... -·..,..,Tf'--'--·_n..:....1 -_._i ':1=· • '=--+--Date: ___ q..___._/---"'Z'---Z----'-/---"-7_2--=---- 990051\0113334498.1 712112022 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Docusign Envelope ID: 4E92E4B6-7620-4F1B-9A8B-17B5C17E8852 Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF DATE: May 9, 2025 TO: Gabrielle Whelan, Town Attorney FROM: Bridgette Falconio, Administrative Technician SUBJECT: Single Source for Approval by Town Attorney: Goldfarb & Lipman LLP BACKROUND: This contract is a “single source” purchase in conformance with the Town’s purchasing policy in that there are compelling reasons to hire this firm. The Town is seeking second amendment to a contract with Goldfarb & Lipman LLP for General Land Use Assistance in the Town. This includes work on general land use matters including housing element implementation and the processing of SB 330 planning applications. Goldfarb & Lipman LLP are statewide experts in Builders Remedy. Recommended By: Approved By: ____________________________________ ______________________________________ Bridgette Falconio, Admin Tech Date Gabrielle Whelan, Town Attorney Date MEMORANDUM Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 5/22/2025 5/28/2025 7/21/2022 1302\05\3697443.1 February 15, 2024 via e-mail Gabrielle Whelan, Town Attorney Town of Los Gatos 110 East Main Street Los Gatos, CA 95030 GWhelan@losgatosca.gov Re: Legal Services – Town of Los Gatos – Land Use Assistance Dear Gabrielle: Goldfarb & Lipman LLP would be pleased to continue to provide legal services to the Town of Los Gatos (the "Town") in connection with various land use matters relating to housing law, including those related to the Town’s housing element, general plan, and development projects and related matters as authorized in writing by the City. We may advise the City regarding matters related to the North Forty property so long as it does not involve any confidential information we received based on our past representation of the developers. I will have primary responsibility for our work with you on this matter, with primary assistance from Nazanin Salehi. Our goal is to provide you with quality legal services, on schedule and at a reasonable cost. To that end, we may also draw on the services of other colleagues as needed to provide the most cost-effective services. Our fees will be billed on an hourly basis at the rates set forth in the attached Rate Schedule, and payable monthly based on the number of hours expended on the matter. Our billing rates for this matter reflect our discounted rates for legal advice and representation for public entity clients and are subject to the increases described in attached Goldfarb & Lipman's Legal Representation Policies and Procedures. Our hourly rates are adjusted from time to time and may change during the course of our engagement upon sixty (60) days prior written notice to you. If you choose not to consent to the increased rates, you may terminate our services by written notice effective when received by us. The time charged will include, but is not limited to, the time spent on telephone calls, emails and other electronic communications relating to the transaction, including calls and emails with Town staff and other parties and attorneys. The legal personnel DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos February 15, 2024 Page 2 7/21/2022 1302\05\3697443.1 assigned to this transaction may confer among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the work done is reasonably necessary and not duplicative. If more than one of the legal personnel participates in a call or attends a meeting, each may charge for the time spent as appropriate. We do not anticipate the need for any travel during this engagement. Goldfarb & Lipman may withdraw with your consent or for good cause or if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law. Among the circumstances under which we may withdraw are: (a) with your consent; (b) if your conduct renders it unreasonably difficult for the firm to carry out the legal services effectively; and/or (c) if you fail to pay fees or costs as required by this Agreement. Notwithstanding the withdrawal, you will remain obligated to pay Goldfarb & Lipman at the agreed rates for all services provided and to reimburse for all costs advanced during the term of our engagement. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of the representation. Goldfarb & Lipman makes no such promises or guarantees. Goldfarb & Lipman's comments about the outcome of the representation are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. Any estimate of fees given by Goldfarb & Lipman is not a representation of a flat fee and will not be a limitation on fees or a guarantee that fees and costs will not exceed the amount of any deposit or estimate. Actual fees may vary from estimates given. When signed by an authorized agent on behalf of the Town, this letter constitutes the written fee agreement with Goldfarb & Lipman LLP in connection with the work described above. This agreement does not cover litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings. A separate written agreement for these services or services in any other matter not described above will be required. Please call me if you have any questions or concerns about this proposal. If the arrangement described in this letter is satisfactory, then please sign the letter in the space provided on the following page and email an electronic copy to me at: bkautz@goldfarblipman.com, and keep a copy for your files. We appreciate the opportunity to work with you and Town staff members, and look forward to representing the Town of Los Gatos on this matter. Very truly yours, BARBARA E. KAUTZ bkautz@goldfarblipman.com Enclosures: Rate Schedule; Billing Policies and Procedures DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF Ms. Gabrielle Whelan, Town Attorney Town of Los Gatos February 15, 2024 Page 3 7/21/2022 1302\05\3697443.1 ACCEPTED AND AGREED: TOWN OF LOS GATOS By: __________________________ Its: ___________________________ Date: _________________________ DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530 3/11/2024 Gabrielle Whelan Town Attorney Laurel Prevetti Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 7/21/2022 1302\05\3697443.1 Goldfarb & Lipman LLP Billing Rates Per Hour Partner $370-$390 Senior Counsel $365-$390 Associate $275-$365 Senior Law Clerk $260 Law Clerk $210 Project Coordinator $210 DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF 7/21/2022 1302\05\3697443.1 GOLDFARB & LIPMAN LLP LEGAL REPRESENTATION POLICIES AND PROCEDURES Dear Client: Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees and payment terms. Accordingly, this letter is intended to briefly explain our billing policies and procedures. We encourage you to discuss with us any questions you may have concerning these policies and procedures. To determine the value of our services, we require each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the responsible billing attorney. Our billing rates for services rendered for partners, associates, and for paralegals are attached. Our hourly rates are adjusted from time-to-time (generally once a year) and may change during the course of our engagement upon 60 days prior written notice to you. It is our policy to serve you with the most effective support systems available. Therefore, in addition to our fees for legal services, we may also charge the actual costs for messengers, delivery other than by US postal service, court costs, and other costs and expenses incurred on your behalf that are reasonably necessary for our representation of you. Our billing statements are due and payable upon receipt. Clients whose statements are not paid within 30 days of the statement date may be assessed a late charge on the unpaid balance at the rate of one-and-a-half percent per month. We carry professional liability insurance above the limits required by law. It is our policy to retain and ultimately destroy all files, documents, records, and writings relating to each engagement for which we have been retained without notifying clients or former clients of the destruction of these items. At the termination of services and conclusion of a matter covered by this agreement, we will release promptly upon your request all of your client papers and property, subject to any protective order, state statute, or nondisclosure agreement. After seven years have passed since the conclusion of such matter, we may dispose of your client papers and property. If you wish to have us retain your papers and property beyond seven years after the conclusion of such matter, you must make separate written arrangements with us. Client papers and property include: electronic and hard copy versions of any correspondence, pleadings, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to the client's representation, whether the client has paid for them or not. In closing, let us assure you that it has always been and will continue to be our goal to provide legal services to you on the most efficient and cost effective bases possible. If you have any questions or comments regarding our billing policies, please feel free to contact us. Thank you for your continued cooperation. Very truly yours, GOLDFARB & LIPMAN LLP DocuSign Envelope ID: 6E6C577D-0C9E-45EB-BC2B-670B23EB2530Docusign Envelope ID: 9BD24D55-DA2B-4812-9025-72B7CB1F25CF