HomeMy WebLinkAboutP-21-556 Agreement w CIS.pdfCONTRACT INFORMATION SHEET
DATE: 12/15/2021
Contract No.: P-21-556 Vendor Number: 0000287090
Contract Title: Specialized Legal Name/Address: Nielsen Merksamer Parrinello
Services – Redistricting Gross & Leoni, LLP
Contract Period: 12/15/21 – 7/31/2023 Contact: Marguerite Mary Leoni
Using Agencies: CAO
County Counsel Email: mleoni@nmgovlaw.com
Terms: Net 45
Total Contract Amt.: $200,000.00
Buyer Name: Heather Stevens
Requisition No: 0710220020 Org: 2540
Supersedes:
X NEW RENEWAL AMENDMENT
X TICK DATE 6/30/2023 REFERENCE (RFQ# / RFP#)
DESCRIPTION: Specialized legal services to advise on subjects related to redistricting laws & pract ices.
SPECIAL INSTRUCTIONS: Custom term: approx. 1 ½ years
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: CAO
County Counsel
REQUISITIONER: Daniel Cederborg
Rev 1/3/2017
November 29, 2021
ATTORNEY-CLIENT COMMUNICATION
PRIVILEGED & CONFIDENTIAL (BUS. & PROF. CODE § 6149)
Daniel C. Cederborg VIA EMAIL
County Counsel dcederborg@fresnocountyca.gov
County of Fresno
2220 Tulare Street, Room 500
Fresno, CA 93721
Re: Engagement for Services
Dear Mr. Cederborg:
This letter sets forth the terms of your engagement of this
firm to represent County of Fresno in connection with litigation
pertaining to the County’s 2021 Redistricting Plan. 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 45 days. I will be the attorney
primarily responsible for your legal work, although other firm personnel
may assist me, as we deem appropriate. My 2022 hourly billing rate is
$695 per hour. Other attorneys who are likely to assist me include
Christopher Skinnell, Sean Welch, Hilary Gibson and David Lazarus,
whose 2022 hourly rates are $645, $645, $495, and $465, respectively. 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
County of Fresno Purchasing Agreement P-21-559
County of Fresno
Daniel C. Cederborg
County Counsel
November 29, 2021
Page 2
ATTORNEY-CLIENT COMMUNICATION
PRIVILEGED & CONFIDENTIAL
Policy Statement, you will be charged a one-time fee of $750.00 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.)
Payment of the $750.00 shall be made as soon as possible pursuant to
the attached invoice.
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 Fresno
County’s.
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
County of Fresno Purchasing Agreement P-21-559
County of Fresno
Daniel C. Cederborg
County Counsel
November 29, 2021
Page 3
ATTORNEY-CLIENT COMMUNICATION
PRIVILEGED & CONFIDENTIAL
future clients on matters that may or will be adverse in some way to
Fresno County’s interests, but which are not directly related to the
matters for which you are retaining us.
Furthermore, we represent Fresno County Office of
Education, the City of Fresno, Fresno Unified School District, College of
the Sequoias, West Hills Community College District, Californians for
Energy Independence, and dozens of other counties, cities, school
districts, and special districts whose governmental or political interests
are, or in the future may be, contrary to Fresno County’s with regard to
redistricting and voting rights, and indeed many other issues.
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 Fresno County’s, 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.
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 County of
Fresno itself, not of its individual members of the Board of Supervisors,
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, except as appropriate in litigation against the County.
County of Fresno Purchasing Agreement P-21-559
County of Fresno
Daniel C. Cederborg
County Counsel
November 29, 2021
Page 4
ATTORNEY-CLIENT COMMUNICATION
PRIVILEGED & CONFIDENTIAL
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 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, and
the attached Appendix A – Supplemental Terms, 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.
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,
Marguerite Mary Leoni
MML/pas
Enclosures
County of Fresno Purchasing Agreement P-21-559
County of Fresno Purchasing Agreement P-21-559
January 1, 2021
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
County of Fresno Purchasing Agreement P-21-559
January 1, 2021
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 Payment.
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
County of Fresno Purchasing Agreement P-21-559
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,
County of Fresno Purchasing Agreement P-21-559
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.
County of Fresno Purchasing Agreement P-21-559
January 1, 2021
November 10, 2021
ATTORNEY-CLIENT COMMUNICATION
PRIVILEGED & CONFIDENTIAL (BUS. & PROF. CODE § 6149)
Daniel C. Cederborg VIA EMAIL
County Counsel dcederborg@fresnocountyca.gov
County of Fresno
2220 Tulare Street, Room 500
Fresno, CA 93721
One-time fee for use of our licensed,
computerized in-house mapping services:
$750.00
TOTAL BILLING: $750.00
Note: A detailed statement reflecting all current
fees and costs will be provided on a monthly
basis.
MML/pas
#2337.010
County of Fresno Purchasing Agreement P-21-559
County of Fresno/Nielsen Merksamer Engagement Letter Appendix A Supplemental Terms
1. This Appendix A Supplemental Terms provides additional terms and conditions to the
Engagement for Services letter between the County of Fresno (County) and Nielsen Merksamer
Parrinello Gross & Leoni, LLP (Law Firm) dated _____________________[Fill final date]
(Engagement Letter).
2. The term of the Engagement Letter shall be from the effective date of execution
through and until July 31, 2023, unless otherwise terminated or extended by the parties
pursuant to the terms of the Engagement Letter.
3. The maximum amount of compensation including all fees, reimbursement of costs and
expenses provided for under the Engagement Letter shall be two hundred thousand dollars
($200,000.00). The parties contemplate making an amended Engagement Letter should the
Count
Supervisorial District Redistricting process require legal services in excess of this initial
maximum limit.
4. Whenever Law Firm accrues fees, costs eligible for reimbursement or expenses in an
amount in excess of 80% of the total maximum amount provided for compensation in the
Engagement Letter, this Appendix A or any successor amended representation letter or
agreement, whether such fees, costs or expenses have been billed to County or not, Law Firm
shall notify County in writing of this fact in order to allow the parties sufficient time to arrange
for the amendment of this Engagement Letter or any successor amended representation letter
or agreement to raise the maximum limit on compensation as the parties may agree. Law Firm
acknowledges that as a California public entity, County may only pay amounts that have been
legally authorized by a valid contract or payment process. Law Firm further acknowledges that
any amendment of this engagement letter that would provide for compensation in excess of
two hundred thousand dollars ($200,000.00) legally requires approval of the County Board of
Supervisors. Law Firm further acknowledges that any fees, costs or expenses accrued in excess
of the maximum amount provided for in the Engagement Letter or any successor
representation letter or agreement are incurred and accrued at the sole responsibility and risk
of the Law Firm and are not legally payable by County.
5. The parties agree that this Engagement Letter once fully executed and delivered will be
retroactive to the date Law Firm first performed services for the County, that said retroactive
date shall be the effective date of this Engagement Letter and that Paragraph 4 of this
Appendix does not apply to prohibit payment for any fees, costs or expenses reasonably
incurred on behalf of County by Law Firm commencing on the effective date.
County of Fresno Purchasing Agreement P-21-559