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HomeMy WebLinkAboutCM 2021-22 Council District Boundaries RealignmentNIELSEN IVIERKS" POLITICAL & LAW GOVERNMENT ADVOCACY L.TIGATION April 19, 2021 ATTORNEY-CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL (BUS. & PROF. CODE § 6149) Mr. Jim Schutz City Manager, City of San Rafael 1400 Fifth Avenue San Rafael, California 94901 c/o Rob Epstein, Esq. City Attorney Lisa Goldfien, Esq. Assistant City Attorney VIA PDF E-MAIL Rob.Epstein@cityofsanrafael.ora Lisa. Goldfien@cityofsanrafael.org Re: Engagement for Services Dear Mr. Schutz: This letter sets forth the terms of your engagement of this firm to represent the City of San Rafael in connection with the 2021-2022 realignment of its council district boundaries in accordance with Elections Code § 21620 et seq. If you request us to perform legal, or other 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 $635 per hour. Other attorneys who are likely to assist me include David Lazarus, whose SAN FRANCISCO BAY AREA SACRAMENTO 2350 KERNER BLVD, SUITE 250 1415 L STREET, SUITE 1200 SAN RAFAEL, CA 94901 SACRAMENTO, CA 95814 T415.389.6800 F415.388.6874 T916.446.6752 F916.446.6106 NMGOVLAW.COM Jim Schutz ATTORNEY-CLIENT COMMUNICATION City of San Rafael PRIVILEGED & CONFIDENTIAL April 19, 2021 Page 2 hourly rate currently is $450. It is also possible, given the timing constraints of this redistricting cycle, that we may need to involve our other experienced redistricting lawyers, Marguerite Leoni, Sean Welch and/or Hilary Gibson, whose hourly rates are $685, $635, and $485, respectively, though we assure you we are mindful of the need to avoid involving more attorneys than are necessary to provide the needed services. As described in the attached Billing Policy Statement, our hourly rates are subject to periodic increase, commencing January 1 of each year. 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 $250.00 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.) The scope of this engagement does not confer "consultant" status on any of the attorneys and other firm personnel providing services for you; therefore, we are not subject to the public disclosure requirements as a "public official" under your conflict-of-interest code. We will only accept this engagement if it does not, under your conflict code, qualify any Nielsen Merksamer attorney or other personnel as public officials. 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 Jim Schutz ATTORNEY-CLIENT COMMUNICATION City of San Rafael PRIVILEGED & CONFIDENTIAL April 19, 2021 Page 3 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 (including preparing federal, state or local disclosure forms). It is certainly possible, even likely, that we will represent these and future clients on matters that may or will be adverse in some way to your interests, but which are not directly related to the matters for which you are retaining us. Further, we represent the County of Marin and Pacific Gas & Electric Company whose governmental or political interests are, or in the future may be, contrary to yours, though we do not represent them in connection with the matters at issue here. We also have represented, and continue to represent dozens of counties, cities, school districts, and special districts in connection with redistricting and voting rights matters, whose interests are or in the future may be contrary to yours with regard to such issues. Based on the information that has been provided to us and the nature of our representation of these client(s), we do not believe that our representation of you currently involves any actual conflict of interest. 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, that you do not object to our representation of such clients on such matters, and that 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 Jim Schutz ATTORNEY-CLIENT COMMUNICATION City of San Rafael PRIVILEGED & CONFIDENTIAL April 19, 2021 Page 4 attempt to disqualify this firm from representing such clients, notwithstanding such adversity. 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 San Rafael itself, not of its individual board members, officers, employees, staff or agents, 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, 2021, 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 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. 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, constitutes 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. Jim Schutz ATTORNEY-CLIENT COMMUNICATION City of San Rafael PRIVILEGED & CONFIDENTIAL April 19, 2021 Page 5 Should you have any questions, please do not hesitate to contact me at 415-389-6800 or by e-mail at cskinnell@nmgovlaw.com. Very truly yours, Christopher E. Skinnell CES/slf Enclosures #2245.020 The undersigned agrees to the terms of this letter agreement and attached Billing Policy Statement. CITY OF SAN RAFAEL Date: -57 ., [I - Z POLITICAL & LAW GOVERNMENT ADVOCACY L T GATION NIELSEN MERKSAMER PARRINELLO GROSS & LEONI LLP 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 SAN FRANCISCO BAY AREA SACRAMENTO 2350 KERNER BLVD, SUITE 250 1415 L STREET, SUITE 1200 SAN RAFAEL, CA 94901 SACRAMENTO, CA 95814 T415.389.6800 F415.388.6874 T916.446.6752 1`916.446.6106 January 1, 2021 NMGOVLAW.COM ATTORNEY-CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL writing, our fee will be based upon the novelty or difficulty of the issue, or the time or other limitations imposed by the client. 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 $350.00 to $1,345.00 per hour, and political report specialists, paralegals, law clerks, and non -attorney lobbyists are billed at rates from $115.00 to $600.00 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 Pavment. Prior to incurring a large amount of time or expense (e.g., prior to a protracted trial or administrative hearing, etc.), we may require an advance payment or payment to the firm's trust account sufficient to cover estimated fees and expenses. 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 January 1, 2021 ATTORNEY-CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL 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. Electronic 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 ("EC") (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. By signing this engagement letter you authorize us to destroy or discard files in accordance with the law and our firm's policy, January 1, 2021 ATTORNEY-CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL unless we reach a different agreement in the engagement letter regarding those files. We destroy or discard files, documents, and records relating to campaign reports, lobby reports, or statements of economic interests seven years after a report or statement is filed and after the statute of limitation expires. Our policy is to destroy general legal files no earlier than 10 years from the date we complete work on the matter, unless authorized by you to destroy general legal files at an earlier time. After our representation of you has concluded entirely, you have the right to immediate possession of your files, if you choose. If you do not take your files within three years of ceasing to be a client of the firm, by signing the engagement letter with Nielsen Merksamer, you authorize the firm to destroy the files in accordance with law and our firm policies, without further notice to you, unless we reach a different agreement regarding your files. If you do not take your files, by signing the Engagement Letter with Nielsen Merksamer, you agree to pay the annual cost of storing your files in a secure location away from our offices. Also, as the closing and transfer of legal files require attorney review and judgment, you agree to pay for the attorney time and expenses required to perform these services. 9. Disclosure of Your Name. We are proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On occasion, we provide names of current clients in marketing materials and on our Web site. We may include your name on a list of representative clients. We may also prepare lists of representative transactions or other representations, excluding of course any we believe are sensitive. If you prefer that we refrain from using your name and representation in this manner, please advise us in writing. If you have any questions concerning the above policies, please contact us immediately. January 1, 2021 i Z �o �iT Y W I T H p' 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: Lisa Goldfien Extension: 3080 Contractor Name: Nielsen Merksamer Contractor's Contact: Christopher E. Skinnell, Esq. Contact's Email: cskinnell@nmgovlaw.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION T COMPLETED T REVIEWER DEPARTMENT DATE N/A Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org City Attorney a. Review, revise, and comment on draft agreement 5/17/2021 ❑x 2 PW and return to Project Manager eii'r b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor) Department Director Approval of final agreement form to send to ❑ 3 contractor Project Manager t Forward three (3) originals of final agreement to ❑ 4 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement © N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form / 7 Review and approve hard copy of signed City Attorney agreement 04-1)#2024 Q 8 Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and /d (` I /v forwards copies to Project Manager I-)