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CA Pension Enhancements Grand Jury Response Attorney Agr.COLANTUONO 11364 Plcaswit Vallcy Road Penn Valley, 43 95946 H I G H S M I T H Voice (530) 432-7357 Far. (530) 432-7356 WHATLEY, PC May 20, 2015 VIA E-MAIL AND U.S. MAIL Lisa A. Goldfien Assistant City Attorney City of San Rafael P.O. Box 151560 San Rafael, California 94915-1560 Michael G. Colantuono (530) 4.32-7359 MColantuono@chwlaw.us Re: Representation of City of San Rafael re Grand Jury Report on Actuarial Analysis of Pension Enhancements Dear Lisa: As you asked, I write to propose the terms under which we agree to represent City of San Rafael ("City") regarding its response to a report of the Marin County Grand Jury questioning the City's compliance with Government Code requirements for actuarial analyses of pension enhancements. This will be our sole project for you; if we can assist you on other matters, please let me know. Colantuono, Highsmith & Whatley, PC and all of its professionals are very pleased to have the opportunity to represent you in this matter. This letter sets forth the basis upon which our firm will provide legal services to you and bill you for services and costs. The firm maintains a conflict of interest index which lists all clients of our firm and matters in which we represent them. We will not represent any party with an interest that may be adverse to an indexed person without first determining if a professional conflict of interest would arise. We propose to index the following with respect to this matter: Client -Affiliated Parties: City of San Rafael Adverse Parties: 151652.1 Marin County Grand Jury All City Bargaining Units Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 2 Citizens for Sustainable Pensions Jody Morales Denis T. Rice Fielding Greaves Deke Welch Bob Stephens David Wren David Brown Michael Lotito Mark Friedlander Dick Tait Bob Bunnell Marty Miller Tom Bradner Bill Monnett Luke Mazur Paul Premo Bob Benbow Please let me know if any of these names are incorrect or if there are other parties with an interest in this matter that we should list such as, for example, any party who has threatened suit on this issue. Unless we hear from you to the contrary, we will assume that the above listing is accurate and complete. We have reviewed our files and our conflicts index and have no other client relationships which would interfere with our ability to represent you in this matter. As we have discussed, the nature of the matter makes it impossible for us to precisely estimate the total amount of fees you may incur. You will receive monthly statements informing you of the fees and costs incurred during the prior month. We will, of course, do our best to represent you efficiently and without undue expense. Please make payments payable to Colantuono, Highsmith & Whatley, PC directly to our Penn Valley office at: 1516511 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 3 Colantuono, Highsmith & Whatley, PC 11364 Pleasant Valley Road Penn Valley, CA 95946-9000 Our federal employer identification number is 75-3031545. I will have primary responsibility for your representation, and the firm will use other attorneys and legal assistants in the best exercise of our professional judgment. If at any time you have questions, concerns or criticisms, please contact me at once. Naturally, we expect you to keep us reasonably informed of all significant developments in matters relating to this representation. We review all statements before they are issued to ensure that the amount charged is appropriate. The statement for fees is simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work. We will not bill more than $20,000 on this project without additional authority from the City to do so. Our hourly rates are based upon the experience, reputation and ability of the lawyer or legal assistant performing the services, and for 2015 range between $195 and $475 per hour for attorneys' time, and between $125 and $160 for the time of paralegals and legal assistants. As a courtesy to you, however, we agree to cap our rates at $375 per hour. Our rate structure in general and the rates of particular lawyers may be increased from time to time, and are usually adjusted as of the beginning of each calendar year. It may be necessary to bill you for items such as, but not limited to, authorized travel, long distance telephone calls, filing fees, photocopying, computerized legal research outside the scope of our Westlaw contract and the like. These items are separately itemized on our statement. These amounts will be billed in addition to our fees. We will send you monthly statements, and expect payment within 15 days of the billing date. If payment is not received within 30 days of the billing date, we reserve the right to charge interest on the unpaid balance at the rate of 1% per month and to terminate our representation. 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 4 We rarely have disputes with clients over our fees. Nevertheless, you should be aware that you are entitled to require that any fee dispute be resolved by binding arbitration in Los Angeles or Nevada Counties pursuant to the arbitration rules for legal fee disputes of the respective County Bar Association. We agree that all disputes between us regarding the services rendered or fees charged not resolved via County Bar fee arbitration will be submitted to binding arbitration in Sacramento County to be conducted by ADR Services, Inc. in accordance with its commercial arbitration rules. YOU SHOULD REVIEW THIS PARAGRAPH CAREFULLY AND, IF YOU WISH, SEEK INDEPENDENT LEGAL COUNSEL REGARDING IT, AS YOU AND WE ARE AGREEING TO FOREGO SIGNIFICANT RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US, INCLUDING THE RIGHT TO A JURY TRIAL. You have the right to terminate our representation at any time. We have the same right, subject to an obligation to give you reasonable notice to arrange alternative representation. In either circumstance, you agree to secure new counsel to represent you as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which we may subsequently agree to represent you. Notwithstanding the termination of our representation, you will remain obligated to pay to us all fees and costs incurred prior thereto. You agree that we may, in our discretion, maintain all or part of your client file in electronic format. The firm may store part or all of your documents using secure cloud storage services. If so, the firm will apply all reasonable methods to maintain the confidentiality of your files, just as it does for your non -digital information. Your data will be password protected and encrypted using currently available technology. Clients requiring information from their files may obtain that information only by written request to us. No client is allowed direct access to our files. This same procedure will apply to information stored in the cloud. You also agree that following termination of our attorney-client relationship, we will not be required to maintain your client file for more than two years. If you ask us to deliver your file to you, you agree that delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies our obligation to release all your client papers and property to you. Two years after termination of our relationship, and after reasonable notice, you agree that we will be free to destroy your client file, 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 5 including all electronic records. We may also discharge our obligation to maintain your file prior to the expiration of two years by mailing a copy to you at your address last known to us. You agree that "reasonable notice" means our mailing a notice of our intent to destroy your client file to you at that address. I apologize for the formality of this letter, but we are required by California law to provide this information to you in writing. We are also required to inform you that we currently maintain professional liability insurance coverage. Please review the foregoing and, if it meets with your approval, execute it and return it to me by fax, mail or email. If you have any questions, please feel free to call me at the direct -dial number above. Thank you for the opportunity to represent you! Very truly yours, Michael G. Colantuono MGC:mgc Enclosure (duplicate original and return envelope) On behalf of City of San Rafael, I agree to retain Colantuono, Highsmith & Whatley, PC to provide legal services as set forth above. Date: J-4,4" , 2, 221, 2015 By:cy Mackle Titl : City Manager Attest: Esther C. Beiune, City Clerk 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 6 Approved as to Form: Lisa A. Goldfien, "Assi ant City Attorney 151652.1 PROFESSIONAL SERVICES AGREEMENT/CONTRACT" COMPLE'T'ION CHECKLIST AND ROUTING SLIP' Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and ��21 endorsements. 5 City Manager / Mayor / or Agreement executed by Council authorized // Department Head official. 1 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the , contracting department. To be completed by Contracting Department: Project Manager: Lisa A. Goldfien Project Name: Response to Grand Jury Report on Actuarial Analvsis of Pension Enhancements Agendized for City Council Meeting of (if necessary): V%A— If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis. 1136 b Pleasant Valley Road Penn V;dley, CA 959 46 Voice (.530) 1.32-7357 Fax (530) 432-73.56 COLANTUONO HIGHSMITH WHATLEY, PC May 20, 2015 VIA E-MAIL AND U.S. MAIL Lisa A. Goldfien Assistant City Attorney City of San Rafael P.O. Box 151560 San Rafael, California 94915-1560 Michael G. Colanluono (.530) 432-7359 MC0lautuono@ch«da%e.us Re: Representation of City of San Rafael re Grand Jury Report on Actuarial Analysis of Pension Enhancements Dear Lisa: As you asked, I write to propose the terms under which we agree to represent City of San Rafael ("City") regarding its response to a report of the Marin County Grand Jury questioning the City's compliance with Government Code requirements for actuarial analyses of pension enhancements. This will be our sole project for you; if we can assist you on other matters, please let me know. Colantuono, Highsmith & Whatley, PC and all of its professionals are very pleased to have the opportunity to represent you in this matter. This letter sets forth the basis upon which our firm will provide legal services to you and bill you for services and costs. The firm maintains a conflict of interest index which lists all clients of our firm and matters in which we represent them. We will not represent any party with an interest that may be adverse to an indexed person without first determining if a professional conflict of interest would arise. We propose to index the following with respect to this matter: Client -Affiliated Parties: Adverse Parties: 151652 1 City of San Rafael Marin County Grand Jury All City Bargaining Units Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 2 Citizens for Sustainable Pensions Jody Morales Denis T. Rice Fielding Greaves Deke Welch Bob Stephens David Wren David Brown Michael Lotito Mark Friedlander Dick Tait Bob Bunnell Marty Miller Tom Bradner Bill Monnett Luke Mazur Paul Premo Bob Benbow Please let me know if any of these names are incorrect or if there are other parties with an interest in this matter that we should list such as, for example, any party who has threatened suit on this issue. Unless we hear from you to the contrary, we will assume that the above listing is accurate and complete. We have reviewed our files and our conflicts index and have no other client relationships which would interfere with our ability to represent you in this matter. As we have discussed, the nature of the matter makes it impossible for us to precisely estimate the total amount of fees you may incur. You will receive monthly statements informing you of the fees and costs incurred during the prior month. We will, of course, do our best to represent you efficiently and without undue expense. Please make payments payable to Colantuono, Highsmith & Whatley, PC directly to our Penn Valley office at: 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 3 Colantuono, Highsmith & Whatley, PC 11364 Pleasant Valley Road Penn Valley, CA 95946-9000 Our federal employer identification number is 75-3031545. I will have primary responsibility for your representation, and the firm will use other attorneys and legal assistants in the best exercise of our professional judgment. If at any time you have questions, concerns or criticisms, please contact me at once. Naturally, we expect you to keep us reasonably informed of all significant developments in matters relating to this representation. We review all statements before they are issued to ensure that the amount charged is appropriate. The statement for fees is simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work. We will not bill more than $20,000 on this project without additional authority from the City to do so. Our hourly rates are based upon the experience, reputation and ability of the lawyer or legal assistant performing the services, and for 2015 range between $195 and $475 per hour for attorneys' time, and between $125 and $160 for the time of paralegals and legal assistants. As a courtesy to you, however, we agree to cap our rates at $375 per hour. Our rate structure in general and the rates of particular lawyers may be increased from time to time, and are usually adjusted as of the beginning of each calendar year. It may be necessary to bill you for items such as, but not limited to, authorized travel, long distance telephone calls, filing fees, photocopying, computerized legal research outside the scope of our Westlaw contract and the like. These items are separately itemized on our statement. These amounts will be billed in addition to our fees. We will send you monthly statements, and expect payment within 15 days of the billing date. If payment is not received within 30 days of the billing date, we reserve the right to charge interest on the unpaid balance at the rate of 1% per month and to terminate our representation. 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 4 We rarely have disputes with clients over our fees. Nevertheless, you should be aware that you are entitled to require that any fee dispute be resolved by binding arbitration in Los Angeles or Nevada Counties pursuant to the arbitration rules for legal fee disputes of the respective County Bar Association. We agree that all disputes between us regarding the services rendered or fees charged not resolved via County Bar fee arbitration will be submitted to binding arbitration in Sacramento County to be conducted by ADR Services, Inc. in accordance with its commercial arbitration rules. YOU SHOULD REVIEW THIS PARAGRAPH CAREFULLY AND, IF YOU WISH, SEEK INDEPENDENT LEGAL COUNSEL REGARDING IT, AS YOU AND WE ARE AGREEING TO FOREGO SIGNIFICANT RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US, INCLUDING THE RIGHT TO A JURY TRIAL. You have the right to terminate our representation at any time. We have the same right, subject to an obligation to give you reasonable notice to arrange alternative representation. In either circumstance, you agree to secure new counsel to represent you as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which we may subsequently agree to represent you. Notwithstanding the termination of our representation, you will remain obligated to pay to us all fees and costs incurred prior thereto. You agree that we may, in our discretion, maintain all or part of your client file in electronic format. The firm may store part or all of your documents using secure cloud storage services. If so, the firm will apply all reasonable methods to maintain the confidentiality of your files, just as it does for your non -digital information. Your data will be password protected and encrypted using currently available technology. Clients requiring information from their files may obtain that information only by written request to us. No client is allowed direct access to our files. This same procedure will apply to information stored in the cloud. You also agree that following termination of our attorney-client relationship, we will not be required to maintain your client file for more than two years. If you ask us to deliver your file to you, you agree that delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies our obligation to release all your client papers and property to you. Two years after termination of our relationship, and after reasonable notice, you agree that we will be free to destroy your client file, 151652.1 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 5 including all electronic records. We may also discharge our obligation to maintain your file prior to the expiration of two years by mailing a copy to you at your address last known to us. You agree that "reasonable notice" means our mailing a notice of our intent to destroy your client file to you at that address. I apologize for the formality of this letter, but we are required by California law to provide this information to you in writing. We are also required to inform you that we currently maintain professional liability insurance coverage. Please review the foregoing and, if it meets with your approval, execute it and return it to me by fax, mail or email. If you have any questions, please feel free to call me at the direct -dial number above. Thank you for the opportunity to represent you! Very truly yours, { Michael G. Colantuono MGC:mgc Enclosure (duplicate original and return envelope) On behalf of City of San Rafael, I agree to retain Colantuono, Highsmith & Whatley, PC to provide legal services as set forth above. Date: Signature By: Nancy Mackle Title: City Manager Attest: Esther C. Beirne, City Clerk 151652.1 , 2015 Lisa A. Goldfien San Rafael Assistant City Attorney May 20, 2015 Page 6 Approved as to Form: Lisa A. Goldfien, Assi ant City Attorney 151652.1