Loading...
HomeMy WebLinkAboutMINUTES - 12201994 - 1.72 -7'2- TO: BOARD OF SUPERVISORS FROM: VICTOR J. WESTMAN, COUNTY COUNSEL k DATE: December 20, 1994 SUBJECT: Special Counsel, Eminent Domain Litigation (Erickson, Beasley, Hewitt & Wilson) SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATION APPROVE and AUTHORIZE Board Chair to execute, on behalf of the Contra Costa County, the Flood Control and Water Conservation District and the Redevelopment Agency agreements with Erickson, Beasley, Hewitt & Wilson, a minority business enterprise, for expert special counsel condemnation services . FISCAL IMPACT Varies with services rendered in assigned cases . Payments under these contracts are charged to the pertinent non-County general fund project accounts . BACKGROUND/REASONS FOR RECOMMENDATIONS The Public Works Department and the Redevelopment Agency are involved in various projects in the County which require the acquisition of real property. The Redevelopment Agency and the Public Works Department recommend, and County Counsel concurs, that the services of Erickson, Beasley, Hewitt & Wilson are required in litigating eminent domain actions connected with these projects . The term of this contract extends through the completion of all assigned eminent domain cases . Erickson, Beasley, Hewitt & Wilson has been certified by the County' s Affirmative Action Office as a Minority Business Enterprise . CONTINUED ON ATTACHMENT: YES SIGNATUREA:� RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF ITOARb COMMITTEE APPROVE OTHER SIGNATURE (S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS / I HEREBY CERTIFY THAT THIS IS A ✓ UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ATTESTED DEC 2 0 Um PHIL BATCHELOR, CLERK OF THE BOARD OF SUPERVISORS i AND COUNTY ADMINISTRATOR A, BY (�� DEPUTY Orig: County Counsel CC : Erickson, Beasley, Hewitt & Wilson (via County Counsel) Auditor-Controller County Administrator Public Works Department Attn: Paul Gavey Redevelopment Agency Attn: Beth Lee CONTACT: SHARON L. ANDERSON, Deputy County Counsel dflla: beasley.bdm AGREEMENT BY AND BETWEEN THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY AND ERICKSON, BEASLEY, HEWITT & WILSON FOR PROFESSIONAL LEGAL SERVICES TABLE OF CONTENTS PAG E RECITALS I. Term and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 B. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Termination For AGENCY Convenience . . . . . . . . . . . . . . . . . . . . . 1 2. Professional Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3. Closing Report Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 2 II. ATTORNEYS' Services and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A. Key ATTORNEY Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 B. Legal Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 C. Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1. An Initial Cost Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2. Case Status Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3. Cost Status Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4. Proposed Settlement Recommendations . . . . . . . . . . . . . . . . . . . . . 6 5. Appellate Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 III. AGENCY'S Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 A. Key AGENCY Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 IV. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 A. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 B. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . 7 i V. Billings and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 A. Billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 B. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 VI. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . 10 VII. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VIII. AGENCY'S Conflicts of Interest Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 IX. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 X. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 1. Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2. Workers' Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3. Certificate of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 4. Additional Insurance Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 XI. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . 12 XII. Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ii AGREEMENT WITH ERICKSON, BEASLEY, HEWITT & WILSON FOR PROFESSIONAL LEGAL SERVICES THIS AGREEMENT, effective December 1, 1994, is made BY AND BETWEEN COSTA COUNTY COUNTY REDEVELOPMENT AGENCY, a political subdivision of the State of California, hereinafter referred to as "AGENCY" and ERICKSON, BEASLEY, HEWITT & WILSON, hereinafter referred to as "ATTORNEYS." RECITALS WHEREAS, AGENCY desires to contract for professional legal services; and WHEREAS, ATTORNEYS provide professional legal services, and represent that they are particularly qualified to perform the required services due to their legal competence and expertise; and WHEREAS, AGENCY desires to retain ATTORNEYS' services in connection with eminent domain matters; AGREEMENT NOW, THEREFORE, AGENCY and ATTORNEYS agree as follows: I. Term and Termination A. Term The term of this AGREEMENT shall begin on the effective date and shall continue until completion of all assigned tasks for which ATTORNEYS have been retained, unless sooner terminated pursuant to Paragraphs I. B. 1. or 2. B. Termination 1. Termination For AGENCY'S Convenience a. Services performed under this AGREEMENT may be terminated in whole or in part at any time AGENCY deems to be in its best interest. AGENCY shall terminate services by delivering to ATTORNEYS a written Termination Notice specifying the extent to which services are terminated and the effective termination date. b. After receiving a Termination Notice and unless otherwise directed by AGENCY, ATTORNEYS shall: (1) Take all necessary steps to stop services on the date and to the extent specified in the Termination Notice. 1 (2) Complete services not terminated by the Termination Notice. C. After receiving a Termination Notice, ATTORNEYS shall give AGENCY a Closing Report as described in Section I, B., 3. below and: (1) ATTORNEYS shall submit final billing for terminated services promptly, but no later than thirty (30) calendar days from the effective termination date. 2. Professional Conflict of Interest If either ATTORNEYS or AGENCY determines a matter of professional conflict has arisen during trial preparation or during the trial itself, ATTORNEYS or AGENCY may give written notice of immediate termination of this AGREEMENT subject to ATTORNEYS' duty to provide adequate representation until the appropriate substitutions can be made. 3. Closing Report Upon Termination a. ATTORNEYS shall deliver a Closing Report to AGENCY immediately after terminating services under Section I, B., 1. or 2. b. The Closing Report shall include, but not be limited to: (1) A brief description of the case facts. (2) A discussion of applicable law. (3) A list and description of all future scheduled court appearances and outstanding discovery matters. C. ATTORNEYS shall give AGENCY all evidence, case files and attorney work product for any case in which ATTORNEYS are substituted out as attorney of record. This includes any computerized index, computer programs and document retrieval systems created or used for the case and for all related litigation matters. When instructed by AGENCY, ATTORNEYS shall file with the court the appropriate substitution of counsel. 2 il. ATTORNEYS' Services and Responsibilities A. Key ATTORNEY Personnel 1. ATTORNEYS' Supervising Attorneys for this AGREEMENT shall be Alice M. Beasley and John H. Erickson. Any change in ATTORNEYS' Supervising Attorneys shall be first authorized in writing by AGENCY. 2. ATTORNEYS' Supervising Attorneys shall have full authority to act for ATTORNEYS on all daily operational matters under this AGREEMENT and shall serve as or designate lead counsel for all law and motion appearances, pretrial and trial proceeding(s), settlement conference(s) or meetings of counsel for parties, depositions, document productions, and all court and other proceedings in which substantive rights of the parties may be determined. Designation of Lead Counsel shall be subject to AGENCY's written approval. B. Legal Representation 1. ATTORNEYS shall provide AGENCY with the necessary representation by staff qualified to perform the legal tasks at the least costly billing category. 2. ATTORNEYS' legal representation shall include, but not be limited to: a. All settlement negotiations and pretrial proceedings. b. Appearances at all law and motion hearings, discovery proceedings, hearings on order to show cause, writs, trials, and, where applicable, administrative hearings. C. All legal research, preparation for hearings, and review of all documents and other evidentiary materials. d. Investigative, secretarial, and clerical support services necessary to perform the legal representation in a professional manner. e. All approved Appellate proceedings. 3. ATTORNEYS shall provide all required reports referenced in Section ll, C. 4. ATTORNEYS shall meet with AGENCY as AGENCY requires. 3 5. ATTORNEYS shall obtain the approval of AGENCY'S Supervising Attorney before retaining any consultant or expert witness to assist with any individual case assigned to ATTORNEYS. 6. ATTORNEYS shall obtain the approval of AGENCY'S Supervising Attorney prior to filing any demurrer or motion or scheduling any deposition, other than the depositions of appraisers. 7. ATTORNEYS shall obtain the approval of AGENCY'S Supervising Attorney prior to undertaking research of more than twelve (12) hours on any particular issue. 8. ATTORNEYS shall obtain prior approval from AGENCY for travel outside the counties of: Alameda, Marin, Sacramento, San Francisco, San Joaquin, San Mateo, Santa Clara, Solano or Sonoma. 9. ATTORNEYS shall consult with AGENCY on trial and tactical decisions. 10. ATTORNEYS shall assist AGENCY in settlement evaluations and negotiations, and shall obtain AGENCY'S authority before making any settlement proposal or final offer on AGENCY'S behalf or to the Court or to any other party to the case. 11. ATTORNEYS shall immediately notify AGENCY'S Supervising Attorney when a judgment, ruling on a motion or demurrer, verdict or other award is rendered. 12. ATTORNEYS shall list County Counsel as Co-Counsel on all pleadings and shall promptly furnish a photocopy of all correspondence sent and received in connection with the services provided hereunder, all discovery and all papers filed in court in connection with any assigned matter. 13. ATTORNEYS shall keep and preserve all backup documentation to support all entries included in its billings for a period of four (4) years after termination or completion of the matter for which ATTORNEYS have been retained. 4 C. Reporting Requirements ATTORNEYS shall provide AGENCY with the following reports: 1. An Initial Cost Estimate; ATTORNEYS' projection of the costs they can reasonably anticipate incurring. Costs shall be budgeted on a total and annualized basis and shall include, but not be limited to: a. Attorney fees - an identification of the staffing levels, hourly rates and estimated number of hours for each partner, associate, and/or paralegal. b. Consultant and expert witness rates and estimated number of hours each will be needed. C. Deposition and transcript expenses and other miscellaneous expenses. d. Fees and expenses for handling the case through each of the following applicable stages: i) Pleading ii) Discovery iii) Pretrial conference(s) iv) Trial, and V) Any other identified stages. 2. Case Status Reports a. A Case Status Report is a summary of all significant actions and developments in the case since the last report or the Case Evaluation and Plan, as applicable. b. ATTORNEYS shall periodically consult with the AGENCY'S supervising attorney and shall submit a written status report on the case, at least quarterly. 3. Cost Status Reports a. ATTORNEYS shall notify AGENCY immediately in writing when ATTORNEYS have expended fifty percent (50%) and seventy five percent (75%) of the Initial Cost estimate. 5 4. Proposed Settlement Recommendations a. ATTORNEYS shall promptly submit to AGENCY'S Supervising Attorney written Settlement Recommendations for AGENCY'S approval on all cases. ATTORNEYS shall clearly state the reasons supporting or rejecting the proposed settlement. 5. Appellate Action a. ATTORNEYS shall submit, in writing, all requests to appeal or petition for other review, or defend in the appellate court on any case. ATTORNEYS shall clearly state the reason(s) supporting the recommended action. b. If AGENCY approves ATTORNEYS' request, ATTORNEYS shall submit all briefs and papers to AGENCY for AGENCY'S review prior to ATTORNEYS filing with the appellate court. C. ATTORNEYS shall list County Counsel as co-counsel with ATTORNEYS on all briefs and papers submitted to the appellate court. III. AGENCY'S Duties and Responsibilities A. Key Agency Personnel 1. AGENCY'S Supervising attorney shall be Sharon L. Anderson, Deputy County Counsel. AGENCY shall inform ATTORNEYS in writing of any change in Supervising Attorney. 2. Except as provided in Section III. A. 3. of this Agreement, AGENCY'S Supervising Attorney shall have full authority to act for AGENCY on all matters under this AGREEMENT and shall review and approve all ATTORNEYS',reports, whether written or verbal, and any change in ATTORNEYS' Supervising Attorney or designated Lead Counsel. 3. Approval of proposed settlement recommendations is subject to approval by AGENCY'S Board of Supervisors. 6 IV. Compensation A. Fees 1. ATTORNEYS shall provide legal services at the following billing rates: John H. Erickson $175/hr. Alice M. Beasley $175/hr. Associates $125/hr. 2. ATTORNEYS may not increase the hourly rates for legal services under this Agreement unless ATTORNEYS give County Counsel 120 days advanced written notice of the proposed charge and the increase is approved in writing by the AGENCY'S Supervising Attorney. B. Expenses AGENCY shall reimburse ATTORNEYS for their actual out-of-pocket expenses but without any additional costs for having advanced the funds or for expenses generally considered as overhead already reflected in the ATTORNEYS' hourly rates. ATTORNEYS shall note that AGENCY is exempt from all filing fee charges. 1. Reimbursable ordinary expenses shall include, but not be limited to: a. Deposition fees. b. Transcript fees. C. Postage, including overnight mail d. Process service. e. Document reproduction by outside vendor. f. In-house document reproduction at a rate not to exceed .20 per page. g. Facsimile costs at a rate not to exceed the actual cost of telephone transmission. h. Automobile mileage at the rate of $0.28 per mile, except as provided in subsection IV. B. 3.d. hereof. 7 2. Reimbursable extraordinary expenses shall include charges of which ATTORNEYS have obtained the AGENCY'S prior approval of the AGENCY'S Supervising Attorney. Such expenses shall include, but not be limited to: a. Consultants b. Expert witnesses. C. Travel outside the Counties of Alameda, Marin, Sacramento, San Francisco, San Joaquin, San Mateo, Santa Clara, Solano or Sonoma. d. Investigative services. e. Any expense item exceeding Five Hundred Dollars ($500.00). 3. Non-reimbursable expenses shall include, but not be limited to: a. Staff time or overtime for performing secretarial, clerical, word processing, indexing, tabulating, calendaring and filing. b. Charges for time spent to provide necessary information for AGENCY audits or billing inquiries. C. Charges for work performed which had not been authorized by AGENCY. Such work shall be a gratuitous effort by ATTORNEYS. d. Mileage, travel expenses or telephone expenses from the regular office of ATTORNEYS to the County of Contra Costa. 4. Additional Payment Provisions a. No interoffice consultation charges are allowed. Senior partners can assign work to one associate, Assignments to more than one associate require prior approval from the AGENCY'S Supervising Attorney. b. Only one attorney may attend court hearings, depositions, trials, and settlement conferences. Authorization must be obtained from the AGENCY'S Supervising Attorney if more than one attorney is required. 8 C. Messenger services should be used only upon the request of the AGENCY'S Supervising Attorney. V. Billings and Payments A. Billings 1. ATTORNEYS shall submit its billing statement monthly in arrears, no later than the tenth (10th) of the month following the month service was rendered. 2. The original billing statement(s) and one copy shall be submitted to AGENCY'S Supervising Attorney. 3. Each billing statement shall be identified by a unique number and shall be itemized to include: a. Case name and court number. b. Staffing level(s), hourly rates and specific activities for each attorney and/or paralegal. (1) Each activity shall be billed separately as a line item in a time reporting format acceptable to AGENCY. (2) A detailed description of specific activities for each attorney and/or paralegal which shall include, but not be limited to: (a) In-person conferences. (b) Telephone call(s). (c) Correspondence. (d) Depositions. (e) Case reports. (f) Pleading, brief or opinion drafting. (g) Hearings. (h) Research, including computerized legal research databases. (i) Case reviews. 9 (j) Trials. (k) Travel. The street, city and county address shall be individually identified for all destinations. C. Total'current monthly fees billed for each staffing level. d. Total cumulative fees billed for each staffing level. e. Total current monthly expenses billed in the following categories: (1) Consultant and expert witness expenses; (2) Deposition and transcript expenses; and (3) Other miscellaneous expenses. f. Total cumulative expenses to date billed in (e) directly above. B. Payments 1. AGENCY shall make payment(s) for services rendered under this AGREEMENT in arrears based on the monthly itemized billing statement(s) ATTORNEYS submit to AGENCY. 2. AGENCY shall not pay interest or finance charges on any outstanding balance(s). VI. Notices All notices, billing statements and required reports shall be written and hand- delivered or mailed by first class, postage prepaid, addressed to AGENCY or ATTORNEYS at the addresses below, or at any other address AGENCY or ATTORNEYS shall provide in writing to each other: A. If to AGENCY: Sharon L. Anderson Deputy County Counsel County of Contra Costa Office of the County Counsel County Administration Building, 9th Floor Martinez, California 94553-0116 Phone: (510) 646-2064 Fax: (510) 646-1078 10 B. If to ATTORNEYS: Erickson, Beasley, Hewitt & Wilson 491 Ninth St. Oakland CA 94607 Phone: (510) 839-3448 Fax: (510) 839-1622 VII. Assignment A. No part of this AGREEMENT or any right or obligation arising from it is assignable without AGENCY'S written consent. B. Any attempt by ATTORNEYS to assign or subcontract services relating to this AGREEMENT without AGENCY'S consent shall constitute a material breach of this AGREEMENT. C. However, ATTORNEYS may retain consultants and experts as ATTORNEYS deem appropriate after receiving AGENCY'S written approval. VIII. AGENCY'S Conflicts of Interest Policy Without limitation as to, or alteration of, obligations otherwise imposed on ATTORNEYS with respect to AGENCY under the Rules of Professional Conduct or under law, and in addition to such obligations, ATTORNEYS agree to comply with the Conflicts of Interest Policy adopted by AGENCY'S Board of Supervisors. AGENCY'S Outside Legal Counsel Conflicts of Interest Policy is attached as Exhibit A. IX. Indemnification. ATTORNEYS shall defend indemnify, save and hold harmless the AGENCY and its officers and employees from any and all claims, costs and liability for any damage, sickness, death, or injury to person(s) or property, including without limitation all consequential damages, from any cause whatsoever arising directly or indirectly from or connected with the operations or services of the ATTORNEYS or their agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising through the sole negligence or sole willful misconduct of the AGENCY or its officers or employees. ATTORNEYS will reimburse the AGENCY for any expenditures, including reasonable attorneys fees, the AGENCY may make by reason of the matters that are the subject of this indemnification, and if requested by the AGENCY will defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the ATTORNEYS. 11 X. Insurance. During the entire term of this Agreement and any extension or modification thereof, ATTORNEYS shall keep in effect insurance policies meeting the following insurance requirements: 1. Professional Liability. ATTORNEYS shall have in force a Professional Liability Insurance Policy with not less than one million dollars ($1,000,000) in coverage. 2. Workers' Compensation. ATTORNEYS shall provide workers' compensation insurance coverage for its employees. 3. Certificate of Insurance. ATTORNEYS shall provide the AGENCY with (a) certificate(s) of insurance evidencing liability and workers' compensation insurance as required herein no later than the effective date of this Agreement. If ATTORNEYS should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Agreement, then ATTORNEYS shall provide (a) current certificate(s) of insurance. 4. Additional Insurance Provisions. The insurance policies provided by ATTORNEYS shall include a provision for thirty (30) days written notice to AGENCY before cancellation or material change of the above specified coverage. XI. Entire Agreement: This Agreement contains the entire agreement between the parties to this Agreement and shall not be modified in any manner except by an instrument in writing executed by the parties or their respective successors in interest. XII. Construction: The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this Agreement. The parties to this Agreement and their counsel have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. 12 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT. AGENCY ATTORNEYS CONTRA COSTA COUNTY ERICKSON, BEASLEY, HEWITT REDEVELOPMENT GENCY & WILSON By: By: Board Chair Taxpayer I.D. No. ATTEST: PHIL BATCHELOR Clerk of the Board of Supervisors and County Administrator By: V Deputy FORM APPROVED: VICTOR J. WESTMAN Count Counsel Sha n L. A rson Deputy County Counsel sla 151a:1ATTY-CON.RED November 10, 1994 13 OUTSIDE LEGAL COUNSEL CONFLICTS OF INTEREST POLICY It is the policy of the Contra Costa County Board of Supervisors, on behalf of the AGENCY and all other governmental entities of which it is the governing board, to prohibit the employment by any law firm adverse to the AGENCY while simultaneously being employed by the AGENCY, unless the Board is advised of, and gives specific consent to, such adverse employment. Any law firm responding to a request for proposal or contract offer shall disclose all present and contemplated employment which is or may be adverse to the AGENCY. Any law firm which has been retained by the AGENCY which desires employment which is or may be adverse to the AGENCY shall transmit a statement of such desire to the County Counsel prior to undertaking such employment. The statement shall include a description of the employment and the reasons, if any, why the AGENCY should consent. The County Counsel will forward the request to the Board of Supervisors with recommendation for action. If the Board of Supervisors declines to consent to the employment, the law firm shall decline any such employment or shall not represent the AGENCY. The authority to give consent of the AGENCY is not delegated to any office or employee of the AGENCY. The AGENCY recognizes that this policy may exceed the Rules of Professional Conduct 4- 101 and 5-102 of the State Bar of California. Where applicable, law firms employed by the AGENCY shall comply with such Rules in securing necessary consent from their other clients. AGENCY and Department heads are directed to disseminate this policy to currently employed counsel and include a statement of this policy in future requests for proposals and contracts with outside counsel. Specifically, and in addition, a law firm employed as bond counsel cannot represent, in the bond issue or any other matter, any other participant in the bond issue without specific consent of this Board. EXHIBIT A