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HomeMy WebLinkAboutP-23-558 Rimon Law PC.pdf PROCUREMENT AGREEMENT NO. P-23-558 10/17/2023 RI MO N LAW Page 1 of 5 www.rimonlaw.com October 4, 2023 CONFIDENTIAL [VIA EMAIL] cacoxA,FresnoCountyCA.2ov Cavan M. Cox II Deputy County Counsel COUNTY OF FRESNO Office of County Counsel 2220 Tulare Street, Suite 500 Fresno, CA 93721 Dear Mr. Cox: Rimon, P.C. is pleased to represent the County of Fresno (the "County"). The purpose of this letter is to set forth the terms of your engagement of Rimon, P.C. to represent the County's interests in connection with the Debtors'Motion to Determine Tax Liability and Stay Proceedings as to Certain California Taxing Authorities [Docket No. 2181] filed in the bankruptcy case of In re Bed Bath &Beyond, Inc., et al. (Case No.23-13359(VFP)(collectively,the"Debtors"), as well as such other matters as we may agree upon from time to time. Should you request and we agree that additional services be performed in this or other matters,this letter will govern those additional services unless we agree in writing on different terms. All references in this letter to "you" or "your" mean the County and not you personally. Unless otherwise agreed to in writing or we specifically undertake such additional representation at your request, we represent only the client named in the engagement letter and not its affiliates, subsidiaries, partners, joint venturers, employees,directors,officers,shareholders,members,owners, agencies,departments or divisions. 1. Fees. Unless otherwise agreed upon, fees for our legal services are based on the time spent on the engagement. We charge for all legal services connected with your representation, including in-person and telephone conferences as well as written and e-mail correspondence. Charges for our Partners' services are billed at$495.00 per hour, charges for our Associates' services are billed at$350.00 per hour,and charges for the service of paraprofessionals are billed at$235.00 per hour, billed in increments of one-tenth of one hour. Hourly rates are subject to change upon advance notice to you. We review our rates for possible adjustment annually in January. 2. Costs &Disbursements. We will not, generally,pass through costs for in-house copying, faxing, scanning and telephone service, but we do separately charge for other expenses and other charges incurred in connection with rendering our services. Such expenses and charges include, for example and without limitation, vendors, patent office or other government fees, third-party research and investigation charges, travel expenses, parking, messenger and courier services, postage,photocopying and binding costs(when using an outside vendor),filing and recording fees. Unless otherwise indicated, these charges and expenses are charged at actual cost to us. When possible, we will arrange for third party vendors and service providers to invoice you directly for services rendered on your behalf. You agree to pay such invoices promptly upon receipt. For any JACQUELYN CHOI 2029 CENTURY PARK EAST SUITE 400N,LOS ANGELES,CA 90067 RimON,P.C. I P: 310-525-58591 E: jacquelyn.choi@rimonlaw.com I www.rimonlaw.com PROCUREMENT AGREEMENT NO. P-23-558 10/17/2023 RIMON LAW Page 2 of 5 www.rimonlaw.cow costs, expenses or disbursements greater than $250, you agree we may request your payment of such expenses prior to our incurring such costs, expenses or disbursements. 3. Invoices. We will invoice you monthly (and upon completion of the representation, if earlier) for all services performed and costs and disbursements recorded in the previous month. All invoices are due and payable upon receipt. We ask that you review each invoice promptly when received and bring any questions to our attention within 15 days of receipt, after which time such invoice shall be deemed accurate,fair and reasonable and accepted by you.We charge interest from the date of the invoice for any unchallenged fees that are outstanding more than 30 days, at a rate which is the lower of 10%per annum and the highest rate allowed by law. You agree to pay reasonable costs, expenses and attorneys' fees (which may include fees billed by attorneys at Rimon)related to the collection of any past due amounts. 4. Termination. We sincerely hope and trust that our relationship will be a long and fruitful one. Nevertheless, you may terminate our engagement with or without cause at any time upon written notice to us. Termination of our services will not affect your responsibility to pay for services rendered and all expenses and other charges incurred through the date we receive notice of termination, and for any further time and expenses incurred by us to facilitate an orderly turnover of matters in process at the time of termination. We also will have the right to terminate the engagement at any time, subject always to any applicable rules of professional responsibility or of any court or administrative agency governing our lawyer-client relationship. This letter constitutes reasonable warning that we will withdraw from representing you in a matter if you fail substantially to fulfill an obligation to us regarding our services,including the timely payment of our invoices,in which case you agree to immediately cooperate with our withdrawal of representation. 5. Outside Experts. In the course of our representation, it may be appropriate, with your advance approval, to retain persons of special training or expertise to assist in our provision of legal services (e.g., accountants, foreign lawyers, investigators). It may be advisable, depending on the circumstances,for us to assume responsibility for hiring such experts.You will be obligated to pay the invoices for fees and expenses of such experts, whether they are retained by us or by you directly. You understand that we may share fees with other lawyers and law firms that we introduce to you,but the total fee charged by all lawyers will not be increased due to any such fee- sharing. G. Data Storage & Electronic Communication. We have a policy to destroy client files seven years after the completion of matters. We will make reasonable efforts to notify you in writing at least 30 days before the scheduled destruction date of any of your files. You will then have the option to take possession of the files. You hereby consent to our retention of your file electronically, only, and agree that we may shred the hard copies of the documents in your file at the time our representation of you in a matter is completed and any time after the file has been successfully scanned and electronically stored in at least two separate physical locations. You hereby consent to our use of third-party online backup/file storage services for that purpose. Many of our back-office and legal support functions are performed by our affiliated entity, NovaLaw, Inc. ("NovaLaw"). In the course of our representation of you, information you transmit to us may be securely shared with NovaLaw and its employees working on your account.NovaLaw is not a law firm, but it employs information security practices that are as rigorous as those of 21PAGE PROCUREMENT AGREEMENT NO. P-23-558 10/17/2023 RIMON LAW Page 3 of 5 www.rimonlaw.cow Rimon and is legally bound to treat your information with the same level of confidentiality and care. You consent to our use of cell phone, e-mail, facsimile and other forms of electronic transmission to communicate with you and accept the risks of disclosure of confidential information to third parties that may be attendant upon the use of those means of communication. 7. Conflicts. You agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those other matters are directly adverse to you. We agree, however,that your prospective consent to conflicting representation shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature,which, if known to such other client, could be used in any such other matter by such client to your material disadvantage. 8. Arbitration. Our engagement will be governed by California law,including the applicable Rules of Professional Conduct. A. Any disputes between us that arise out of our representation of you shall be resolved by arbitration in Los Angeles, CA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. This includes but is not limited to fee disputes and any claim for malpractice, negligence, breach of fiduciary duty, deceptive trade practices, breach of contract, or the like that you may assert against us. There are advantages to arbitration, but also disadvantages. Arbitrating our disputes may be more efficient, and it will be done in private. However, any claim for malpractice will not be decided in court or in a trial by jury. Also, unlike courts that are an arm of government, private arbitrators have no ability to require third parties to participate in arbitration or to provide documents or witnesses. Arbitration may also involve substantial upfront costs compared to the court system and discovery in arbitration may be more limited. There may be other disadvantages to arbitration. By signing this letter,you agree that the arbitrator's decision shall be binding,conclusive and nonappealable. Also, by signing this letter, you and Rimon voluntarily give up important constitutional rights to trial by judge or jury, as well as rights to appeal. Accordingly,you should carefully consider whether arbitration is acceptable to you and should consult with independent counsel if you believe it appropriate to do so. Nothing contained herein shall impinge upon your right to make a disciplinary complaint to the appropriate authorities. B. Notwithstanding subparagraph A above, in any dispute over attorney's fees, costs or both subject to the jurisdiction of the State of California over attorney's fees, charges, costs or expenses, you have the right to elect arbitration pursuant to the fee arbitration procedures as set forth in California Business and Professions Code Sections 6200-6206. Arbitration pursuant to the Mandatory Fee Arbitration Act is non-binding unless the parties agree in writing, after the dispute has arisen, to be bound by the arbitration award. The Mandatory Fee Arbitration procedures permit a court trial after arbitration,or a subsequent binding contractual arbitration, if the parties have agreed to binding arbitration and either party rejects the award and requests a trial de novo within 30 days after the award is mailed to the parties. If, after receiving a notice of client's right to arbitrate, you do not elect to proceed under the State Bar fee arbitration procedures and file a request for fee arbitration within 30 days,any dispute over fees, charges, costs or expenses, will be resolved by binding arbitration as provided in the 3 1 PAGE PROCUREMENT AGREEMENT NO. P-23-558 10/17/2023 Page 4 of 5 RIMONLAW previous subparagraph A. If either party rejects a non-binding fee arbitration award by timely submission of a request for trial de novo, the parties agree that, in lieu of a trial de novo in court, the trial after arbitration shall be binding arbitration pursuant to the provisions of subparagraph A.above. 9. Understandings. You hereby consent to our identification of you (including logo) as a client for marketing or other purposes. Outcomes in many legal matters are uncertain. Nothing in this letter or in our communications with you will be construed as a representation or guarantee regarding the outcome of any matter. Any estimates we may provide from time to time and any deposits,retainers,or advances we may require are not a limitation on our fees and other charges, unless specifically agreed to in writing. If this letter is acceptable to you, please sign a copy of this letter and return it to me. This letter shall be effective upon my receipt of a signed copy. Very truly yours, Rimon, P.C. By: Jacquelyn H. Choi THIS LETTER CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES. APPROVED AND ACCEPTED: COUNTY OF FRESNO Digitally signed by Gary Gary Cornuelle Cornuelle Date:2023.10.17 11:10:51 13 ': -07'00' Its: Gary Coruelle, Purchasing Manager RE WED ANP RECOMMENDED FOR APPROVAL: By: Daniel C. Cederborg, County Coun Dated: 0 &Z2,3 County of Fresno Accounting Purposes only: ORG: 2540 FUND: 0001 ACCOUNT: 7295 SUBCLASS: 10000 4 1 ,. . PROCUREMENT AGREEMENT NO. P-23-558 10/17/2023 Page 5 of 5 CO U� Daniel C. Cederborg 1856 County Counsel October 6, 2023 ADDENDUM TO LETTER OF ENGAGEMENT 10.4.23 The County of Fresno (the "County") has received Rimon, P.C.'s engagement letter setting forth the terms under which Rimon, P.C. will represent the County's interests in connection with the Debtors'Motion to Determine Tax Liability and Stay Proceedings as to Certain California Taxing Authorities [Docket No. 2181] filed in the bankruptcy case of In re Bed Bath & Beyond, Inc., et al. (Case No. 23-13359 (VFP). The County agrees to those terms, subject two additional terms, which shall be deemed part of the original agreement. First, the County understands that Rimon, P.C. will also represent certain other counties, including the Counties of Santa Clara and Los Angeles in the same matter. Because all represented counties have substantially the same interests, it is the County's understanding that as to work which is in the common interest of all three counties (such as researching, preparing and arguing the motion), Rimon, P.C.'s fee will be split evenly between the three counties. As to work which is not in the common interest of all represented counties (such as time spent on respective declarations, emails or phone calls to a single county representative about that county's interest), each county is responsible for its own fees. Unless otherwise agreed in writing, the County will be responsible only for its share of the fee. Second, the County does not have legal authority to enter an agreement obliging it to pay more than $200,000.00 total without approval from the Board of Supervisors. We do not anticipate obligations in this matter will reach that threshold, but if for any reason they do you must notify us in advance and obtain a separate agreement for whatever portion of the obligation exceeds $200,000.00, or else the excess obligations will not be valid. Jaccuelyn Choi, Partner Rimon, P.C. 2029 Century Park East, Suite 40ON Los Angeles, CA 90067 2220 Tulare Street, Suite 500, Fresno, California 93721-2128•Telephone (559)600-3479/Fax(559)600-3480 The County of Fresno is an Equal Employment Opportunity Employer.