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CA Bid Protest Legal AdviceJARVIS FAY DOPORTO & GIBSON, LLP LOCAL GOVERNM ENT L A W Via Email March 29, 2017 Robert F. Epstein City Attorney City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Legal Services Agreement Dear Mr. Epstein: Thank you for selecting Jarvis, Fay, Doporto & Gibson, LLP to provide legal services to the City of San Rafael ("City"). This letter sets forth our agreement concerning the legal services we will provide and our fee arrangements for our services. The effective date of this agreement shall be March 23, 2017. 1. Scope of Engagement. We will provide legal services to the City regarding public works advice for bid protest. The scope of this engagement may be extended to other matters if confirmed in writing. A writing confirming an agreement to provide legal services to you on other specified matters shall bring such services within the scope of the terms set forth in this letter. 2. Fees and Personnel. We shall bill the City $300 per hour for time billed by our senior partners, $280 per hour for time billed by partners and of counsel attorneys, $225 per hour for time billed by associates, and $115 per hour for time billed by our paralegals/legal assistants. These rates represent the maximum we will charge for our work, but we may charge lesser rates or "no charge" sometime, as a matter of billing judgment. We bill for our time in 6 minute increments, with no minimum billable time. Our stated rates will be in effect until the end of FY 2017 (June 30). All of our hourly rates are subject to reasonable annual adjustments. We will provide you with notice of any such adjustments. The total billed under this agreement may not exceed $4,000.00 without prior written approval from the City. 3. Disbursements and Expenses. In addition to hourly fees, we may incur out-of-pocket expenses from outside vendors related to your representation, which we will pass on to the City. We will advance payment for routine expenses for individual items that cost less than $1,000, but will refer items that cost more directly to the City for payment. We do not bill for in-house copy or fax costs or other overhead. 492 NINTH srREEr SUI IE 310. OAKLAND C\ 9460' VAIN 510 218 1400 WWW IA RVISFAY-COM F k X 510 238 140-4 Robert F. Epstein March 29, 2017 Page 2 4. Billing and Payment Responsibilities. We will send monthly statements that are due within 30 days of receipt. If you have any questions about an invoice, please feel free to call me at (510) 238-1407 or to email me at cgibson@jarvisfay.com. 5. Termination of Services. The City may terminate our services at any time by written notice. After receiving such notice, we will cease providing services. We will cooperate with you in the orderly transfer of all related files and records to the City's new counsel. We may terminate our services at any time with the City's consent or for good cause. Good cause exists if (a) any statement is not paid within 60 days of its date; (b) the City fails to meet any other obligation under this agreement and continues in that failure for 15 days after we send written notice to the City; (c) the City has misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult; or (d) any other circumstance occurs or exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If we terminate our services, the City agrees to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by the City or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. 6. Original Documents and Property. Upon the City's request, after our representation has concluded or been terminated we will return to the City any original documents and other property the City provided to us in connection with our representation. Unless the City requests any such items, or has made written arrangements with us to retain such items, we reserve the right to destroy or otherwise dispose of these items, without further notice to the City at any time after ten years following the date of the final invoice sent to the City with respect to this matter. 7. Insurance. During the term of this engagement, this law firm shall maintain general liability and property damage insurance in the amount of $2,000,000; professional errors and omissions insurance, in an amount of $1,000,000 per occurrence; and $3,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to the City. 8. Form 700. This agreement does not require or permit this law firm or any of its personnel to make a governmental decision for the City, as specified in 2 Cal. Code of Regs. § 18700.3(a). Accordingly, no member of this law firm will be required to file a Form 700 in connection with the legal services provided under this agreement. 9. No Guarantee of Outcome. Any comments made by us about the potential outcome of this matter are expressions of opinion only and are not guarantees or promises about any outcome or results. Robert F. Epstein March 29, 2017 Page 3 10. Entire Agreement; Full Understanding; Modifications in Writing. This letter contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing. To accept this letter of engagement, please sign it below and return a PDF copy of this page to our office via email. If you would also like a paper copy of this letter for your files we will be happy to mail that to you. We appreciate the opportunity to serve as lawyers for the City. Very truly yours, JARVIS, FAY, DOPORTO & GIBSON, LLP 6rdx Clare M. Gibson These terms are accepted and agreed to: Ji Sc utz Ci Manager City of San Rafael APPROVED AS TO FORM: Robert F. Epstein, City Attorney CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Rob Epstein Extension: 3080 Contractor Name: Jarvis Fay Doporto & Gibson, LLP Contractor's Contact: Clare Gibson Contact's Email: cgibson@jarvisfay.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A 3/29/2017 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 3/29/2017 and return to Project Manager N/A b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 3/29/2017 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval Clicl< here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 3/29/17 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 3/30/17 agreement 7 City Attorney Review and approve insurance in PINS, and bonds N/A (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official ; _Jo. 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager L ' 3 ' 1 -1 ��• �]�3- /6