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HomeMy WebLinkAboutContracts & Agreements_29-2017 POLITICAL& LAW NIELSEN • KSAMER GOVERNMENT ADVOCACY LITIGATION NIELSEN MERKSAMER PARRINELLO GROSS & LEONI LLP February 13, 2017 City of Redlands c/o Dan McHugh, City Attorney 35 Cajon Street Redlands, CA 92373 RE Engagement for Services Dear Mr. McHugh This letter sets forth the terms of your engagement of this firm to represent the City of Redlands in connection with establishing a by-district election system for City Council Members. 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$605 per hour. Other attorneys who are likely to assist me include Christopher E Skinnell and Hilary J. Gibson, whose hourly rates currently are $545 and $405. As described in the attached Billing Policy Statement, our hourly rates are subject to periodic increase, commencing January 1 of each year. 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 $5,00000 This payment is fully earned by us upon your execution of this agreement. Attached is our invoice for this amount SAN FRANCISCO BAY AREA 2350 KERNER BLVD,SUITE 250 SAN RAFAEL,CA94901 T4153896800 F415.388.6874 NMGOVLAW COM City of Redlands c/o Dan McHugh, City Attorney February 13, 2017 Page 2 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 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. 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 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 City of Redlands c/o Dan McHugh, City Attorney February 13, 2017 Page 3 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 Redlands itself, not of its individual City Council members or senior staff, and this letter is not intended to, and does not, create any legal relationship between this law firm and such entities or 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 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 City of Redlands c/o Dan McHugh, City Attorney February 13, 2017 Page 4 Should you have any questions, please do not hesitate to contact me at the telephone number below or by e-mail at mleoni@nmgovlaw.com Very truly yours, M' guerite Mary Leoni MML/klh Enclosures #2227.01 The undersigned agrees to the terms of this letter agreement and attached Billing Policy Statement. CITY OF REDLANDS Paul W. Foster, Mayor Date. ®I ATTEST. a,,/,,7 ' .7e e Donaldson, City Clerk POLITICAL& LAW GOVERNMENT ADVOCACY LITIGATION NIFLSI=N MERKSAMER PARRINELLO GROSS & LEON]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 biIl>ng 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 94-29081.48 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 SAN FRANCISCO BAY AREA 2350 KERNER BLVD SUITE 250 SAN RAFAEL CA 94901 T415.389.6800 F415.388.6874 NMGOVLAW COM 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. 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 $1,1.85 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, prior to incurring large amounts of attorney time or expense not anticipated in the near future S. 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 ("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 Attornev 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 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.