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CM Legal Advice City's Electoral SystemNIELSEN MERKSAMER POLITICAL" GOVERNMENT NIELSEN MERKSAlI,lER PARRINELLO GROSS & LEONI LlP [CES2245.01] November 10, 2017 ATTORNEY WORK PRODUCT PRIVILEGED & CONFIDENTIAL Mr. Jim Schutz City Manager, City of San Rafael 1400 Fifth Avenue San Rafael, California 94901 c/o Rob Epstein, Esq. City Attorney Re: Engagement for Services Dear Mr. Schutz: VIA PDF E-MAIL Rob.Epstein@cityofsanrafael.org This letter sets forth the terms of your engagement of this firm to represent the City of San Rafael in connection with legal advice concerning the City's electoral system. If you request us to perform legal services not provided for in this letter, a separate written agreement between us will be required. 1. Fees and Services Our fees are calculated based on hourly rates for the personnel involved, multiplied by the hours devoted on your behalf. We will invoice you monthly for services rendered as well as for expenses incurred in connection with this representation. Invoices are due and payable upon receipt and are past due in 30 days. I will be the attorney primarily responsible for your legal work although other firm personnel may assist me, as we deem appropriate. My time is currently billed at $545 per hour. Other attorneys who are likely to assist me include Marguerite Leoni, whose hourly rate is $605, Hilary Gibson, whose hourly rate is $405 each, and James Barolo, whose hourly rate is $305. As described in the attached Billing Policy Statement, our hourly rates are subject to periodic increase, commencing January 1 of each year. SAN FRANCISCO BAY AREA 2350 KERNER BLVD. SUITE 250 SAN RAFAEL. CA 94901 SACRAMENTO 1415 L STREET. SUITE 1200 SACRAI'vIENTO. CA 95814 LAW ADVOCACY LIT IGATION T 415.389.6800 F 415.388.6874 T 916.446.6752 F 916.446.6106 NMGOVLAW.COM Mr. Jim Schutz City Manager, City of San Rafael November 10, 2017 Page 2 of 5 ATTORNEY-CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL Pursuant to our firm policy and as discussed in the attached Billing Policy Statement, before proceeding with this legal work and in exchange for our agreement to represent you, we have billed you a minimum payment of $5,000. This payment is fully earned by us upon your execution of this agreement. Services exceeding the minimum fee payment will be billed on the rates set forth above. Attached is our invoice for this amount. To enable us to provide the necessary legal advice, in addition to the customary expenses discussed in the attached Billing Policy Statement, you will be charged a one-time fee of $500.00 for use of our licensed, computerized in-house mapping services, which enable us to independently investigate and study demographic and potential districting options under attorney-client privilege. (Communications with a non- lawyer demographic consultant are often not privileged.) 2. Conflict and Waivers It is important for you to understand that our law firm represents many clients who participate in the governmental and political process primarily in California but also nationwide. Also, since 1975, Nielsen Merksamer has represented thousands of clients in dealing with, and/or litigating for or against, various governmental agencies and complying with federal, state and local political laws, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects for other clients having different governmental or political objectives, beliefs or views from you. Additionally, Nielsen Merksamer performs a variety of professional services for its clients, including general counsel matters, litigation, legislative advocacy, regulatory law, political and strategic advice, coalition building, fundraising, and ballot measure and PAC compliance (incl uding preparing federal, state or local disclosure forms). It is certainly possible, even likely, that we will represent these and future clients on matters that mayor will be adverse in some way to your interests, but which are not directly related to the matters for which you are retaining us. [CES2245.01] Mr. Jim Schutz City Manager, City of San Rafael November 10, 2017 Page 3 of 5 ATTORNEY-CLIENT COMMUNICA T10N . PRIVILEGED & CONFIDENTIAL Further, we have represented dozens of cities, school districts, and special districts in connection with threatened and actual litigation under the California Voting Rights Act and currently are actively representing the City of Encinitas, Washington Hospital District, Coast Community College District, and the City of Palm Desert, whose interests are or in the future may be contrary to yours with regard to voting rights issues. Based on the information that has been provided to us and the nature of our representation of the above client(s), we do not believe that our representation of you currently involves any actual conflict of interest. We also wish to advise you that our firm represents the County of Marin, though not in connection with the matters at issue here. Finally, we represent Pete's 881 Club in connection with its work on permitting issues with the City of San Rafael. By signing this letter and returning it to us, you acknowledge that we have discussed these matters with you, and you confirm that you do not object to our representation of clients on matters where their governmental or political objectives and/or positions may be different from or adverse to yours, and that you do not object to our representation of such clients on such matters, and you waive any conflict that arises with any of the above listed clients so that we may continue to represent their interest( s). You further agree that you will not assert any conflict of interest concerning such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity. If conflicts arise between you and any of the above listed clients relating to conflicts of interest, our firm will attempt to resolve those conflicts by bringing you and our other client( s) together to see whether it is possible to resolve the conflict. While you would certainly be free to terminate our relationship, you agree that this firm nonetheless would be free to represent such clients even on those matters which you consider adverse, and that you waive any conflict of interest in connection therewith. [CES224S.0 1] Mr. Jim Schutz City Manager, City of San Rafael November 10, 2017 Page 4 of 5 ATTORNEY-CLIENT COMMUNICA TION PRIVILEGED & CONFIDENTIAL Should an actual conflict of interest arise, we will apprise you promptly so that you can decide whether you wish to obtain independent counsel. Needless to say, these acknowledgments and waivers do not permit our law firm, without your written consent, to represent another client in opposing the specific project for which you have engaged us. We also confirm that our representation is of the City of Rafael itself, not of its individual officers, or employees, and this letter is not intended to, and does not, create any legal relationship between this law firm and such individuals. 3. Acknowledgment Please read the attached Billing Policy Statement dated January 1, 2017, as it forms part of our agreement. If the foregoing terms of this letter, along with our Billing Policy Statement, are agreeable to you, please sign the enclosed duplicate original of this letter where indicated below and return it to me. Your signature indicates your informed written consent to our representation in accord with the above terms. We encourage you to have your counsel review the import of this agreement, if you so desire. This agreement will not take effect, and we will have no obligation to provide legal services, until we receive a signed copy of this letter agreement together with the payment discussed above in our office in Marin County but its effective date will be retroactive to the date we first performed services. Once received by us, this letter agreement, together with the Billing Policy Statement, constitute a contract for the services referenced above. We look forward to a mutually beneficial working relationship and will do our best to represent you effectively. For additional information regarding our firm, individual attorneys, and practice areas, please visit our website at www.nmgovlaw.com. [CES224S.0 1] Mr. Jim Schutz City Manager, City of San Rafael November 10, 2017 Page 5 of 5 ATTORNEY-CLIENT COMMUNICA TION PRIVILEGED & CONFIDENTIAL Should you have any questions, please do not hesitate to contact me at the above telephone number or bye-mail at cskinnell@nmgovlaw.com. CES/slf Enclosures cc: Rob Epstein (via e-mail) #2245.01 Very truly yours, Christopher E. Skinnell The undersigned agrees to the terms of this letter agreement and attached Billing Policy Statement. CITY OF SAN RAFAEL, CALIFORNIA By: [CES224S.01 ] NIELSEN MERKSAMER POLITICAL &r GOVERNMENT NIELSEN MER!<SAMER PARRINELLO GROSS & LEONI LLP [CES224S.01] BILLING POLICY STATEMENT AND OTHER INFORMATION RELATED TO THE ATTORNEY CLIENT AGREEMENT To Our Clients Nielsen Merksamer provides clients with monthly invoices for services performed and expenses incurred in connection with the representation. Invoices are due and payable upon receipt and are past due in 30 days. Experience has . shown that the attorney-client relationship works best when there is a mutual understanding about fees, expenses, billing and payment terms. Accordingly, this statement is intended to explain briefly our billing policies and procedures and other issues related to the attorney-client relationship. We encourage our clients to discuss with us any questions they may have concerning these policies and procedures, either at the inception of our engagement or during its course. Any specific billing arrangements different from the policy of the firm outlined below will be confirmed in a separate written agreement between the client and the firm. 1. FEIN. Nielsen Merksamer's Federal Employer Identification Number is 94-2908148. 2. Fees for Professional Services. Unless a retainer or project fee is specified in our engagement letter, usually fees are calculated by multiplying the number of hours devoted to a client's specific project by the hourly rates of the personnel rendering the services. In circumstances where time is required for more than one client, a portion of the work product development time may be charged to each benefitted client. In certain cases, which will be discussed in advance with the client and agreed in writing, our fee will be based upon the novelty or difficulty of the issue, or the time or other limitations imposed by the client. January 1, 2017 SAN FRANCISCO BAY AREA 2350 KERNER BLVD, SUITE 2S0 SAN RAFAEL, CA 94901 SACRAMENTO 1415 L STREET, SUITE 1200 SACRAMENTO, CA 95814 LAW ADVOCACY LIT IGATION T 415.389.6800 F 415.388.6874 T 916.446.6752 F 916.446.5 ' 06 NMGOVLAW.COM Hourly rates are set to reflect the skill and experience of the attorney or other personnel rendering services on a client's behalf. Attorneys in the firm are generally billed at rates from $275.00 to $1,185.00 per hour, and political report specialists, paralegals, law clerks, and non- attorney lobbyists are billed at rates from $120.00 to $525.00 per hour. These hourly rates are reviewed annually and may be adjusted, effective January 1 of any given year. All adjusted rates will be reflected on our subsequent billing statements. If you decline to pay any increased rates, Nielsen Merksamer will have the right to withdraw as your lawyers. 3. Fees for Other Services and Expenses. It is our policy to serve all of our clients with effective support systems, while at the same time allocating fees and expenses of such systems in accordance with the extent of usage by individual clients. Therefore, in addition to our fees for professional services, we also charge for certain other services and expenses, including but not limited to those relating to telephone, telecopier, postage, photocopying, staff overtime when required by the nature of the project, computerized research and computer services for campaign and/or lobbying report preparation, client- secure website services, messenger services, and court filing fees and other court-related costs and expenditures such as court reporter and transcription fees, and expert witness and consultant fees. 4. Advance Payment. It is our policy to obtain a one-time minimum fee payment from clients in exchange for the firm's agreement to represent you and to make itself and its attorneys available to perform the legal services described in the engagement letter. This minimum fee is fully earned by us upon our agreement to represent you. The amount of such minimum fee is determined by our Management Committee, discussed first with the client, and is specified in our engagement letter. The minimum fee is paid before the first services are performed. Additionally, we reserve the right to require an additional advance payment, or a payment to the firm's trust account, pri9r to incurring large amounts of attorney time or expense not anticipated in the near future. [CES2245.01] January 1,2017 5. Monthly Invoices & Payment: Client Responsibilities. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, and expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month. Failure to pay invoices on a timely basis subjects a client to discontinuance of legal service at the option of the firm. The firm will give the client due notice of an intention to discontinue service. Client agrees to be candid and cooperative with Nielsen Merksamer, keep Nielsen Merksamer reasonably informed of developments and of client's address, telephone number and whereabouts, and timely make any payments as required by the Engagement for Services. 6. Internet Communications. Nielsen Merksamer may send or receive documents or other information that is covered by the attorney-client or work product privileges, or is otherwise confidential, using external electronic communication (/lEC") (via the internet or other network). EC is not an absolutely secure method of communication. By signing the engagement letter, you acknowledge and accept the risk in EC communication, and authorize Nielsen Merksamer to use EC means to communicate with you and others necessary to effectively represent you. If there are certain documents with respect to which you wish to maintain absolute confidentiality, you must advise Nielsen Merksamer in writing not to send them via EC and Nielsen Merksamer will comply with your request. 7. Discharge And/Or Withdrawal of Attorney. Nielsen Merksamer may withdraw as your counsel at any time, so long as such withdrawal is not inconsistent with the Rules of Professional Conduct of the State Bar of California. Notwithstanding the discharge of Nielsen Merksamer or Nielsen Merksamer's withdrawal, you will remain obligated to pay Nielsen Merksamer for all services provided at the agreed rate(s) and for costs incurred, before the discharge or withdrawal. 8. Possession or Destruction of Files. After our representation of you has concluded, you have the right to immediate possession of your files, if you choose. If you do not take [CES2245.01] January 1,2017 them within three years, by signing the engagement letter with Nielsen Merksamer, you authorize the firm to destroy the files without further notice to you. If you have any questions concerning the above policies, please contact us immediately. [CES224S.01] January 1, 2017 NIELSEN MERKSAMER POLITICAL & GOVERNMENT NIELSEN MERI<SAMER PARRINELLO GROSS & LEOl'lI LLP November 10, 2017 Mr. Jim Schutz City Manager, City of San Rafael 1400 Fifth Avenue VIA PDF E-MAIL Rob.Epstein@cityofsanrafael.org San Rafael, California 94901 c/o Rob Epstein, Esq. City Attorney Advance payment of minimum fee in connection with legal advice concerning the City of San Rafael's electoral system: One-time fee of for use of our licensed, computerized in-house mapping services: TOTAL BILLING Note: A detailed statement reflecting all current fees and costs will be provided on a monthly basis. CES/slf #2245.01 SAN FRANCISCO BAY AREA 2350 KERNER BLVD, SUITE 250 SAN RAFAEL, CA 9490 1 PLEASE REFERENCE YOUR CHECK WITH THE ACCOUNT NUMBER AS SHOWN ON THE BOTTOM OF YOUR INVOICE, SO YOUR ACCOUNT CAN BE PROPERLY CREDITED . THANK YOU. SACRAMENTO 1415 L STREET, SUITE 1200 SACRAMENTO, CA 95814 $5,000.00 $500.00 $5,500.00 LAW ADVOCACY LIT IGATION T 415.389.6800 F 4 15.388.6874 T 916.446.6752 F 916.446.6106 NMGOVLAW.COM 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 Manager Project Manager: Rob Epstein Extension: 3080 Contractor Name: Nielsen Merksamer Parrinello Gross & Leoni, LLP Contractor's Contact: Christopher Skinnell Contact's Email: CSkinnell@nmgovlaw.comn D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 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 and return to Project Manager 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 contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) tJ J ~ 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE N/A 11/13/2017 11/13/2017 N/A 11/13/2017 [g] N/A Or Click here to enter a date. 11/13/17 llll~/11 II __ 1L(Jr1 \ REVIEWER Check/Initial [g] [g] [g] -- [g] [g] [g] ~ ~ )J!- )(; V