General Services Agency

General Services Agency Aki K. Nakao, Director COUNTY OF ALAMEDA REQUEST FOR PROPOSAL NO. 10120/JDB/04 TERMS & CONDITIONS for LEGAL DEFENSE REPRESENTATION NETWORKING/PRE-PROPOSAL CONFERENCES At 10:00 a.m. on March 24, 2004 At General Services Agency Conference Room 1107 1401 Lakeside Drive Oakland, CA 94612 2:00 p.m. on March 25, 2004 At Zone 7 Water Agency 5997 Parkside Dr. Pleasanton, CA 94588 RESPONSE DUE by 2:00 p.m. on APRIL 15, 2004 at Alameda County, GSA-Purchasing 1401 Lakeside Drive, Suite 907 Oakland, CA 94612 1401 Lakeside Drive, Oakland, Suite 907, California 94612 I:\purch\word\jbridges\ Outside Legal Defense Telephone (510) 208-9600 FAX (510) 208-9626 8-27-03

COUNTY OF ALAMEDA REQUEST FOR PROPOSAL NO. 10120/JDB/04 TERMS & CONDITIONS For LEGAL DEFENSE REPRESENTATION TABLE OF CONTENTS Page 1 of 2 Page I. ACRONYM AND TERM GLOSSARY... 3 II. STATEMENT OF WORK A. Intent... 3 B. Scope...3-4 C. Specific Requirements...4-8 D. Reporting Requirements of Retained Law Firm... 8 E. Trial Preparation / Case Resolution...8-9 F. Billing Practices...9-10 G. Specific Billing Requirements...10-13 H. Expenses Advanced by Retained Law Firm...13 I. Positions (Attorney/Paralegal) with the Retained Law Firm Designated for Billing Purposes...13-14 J. Auditing...14 III. IV. INSTRUCTIONS TO PLFs K. County Contact...14 L. Calendar of Events...15 M. Networking/Pre-Proposal Conference...15 N. Submittal of Proposals...16-18 O. Response Format...18 P. Response Content/Submittals...18-21 Q. Evaluation Criteria/Selection Committee...22-25 R. Notice of Retention...25 S. Protest / Appeals Process...25-27 TERMS AND CONDITIONS T. Term / Termination / Renewal...28 U. Pricing...28 V. Award...28-29 W. County Provisions...29-32 X. General Requirements...32 ATTACHMENTS Exhibit A - Acknowledgement Exhibit B - Proposal Form Exhibit C Insurance Requirements Exhibit D1 Intentionally Omitted Exhibit D2 Intentionally Omitted 2-27-03

COUNTY OF ALAMEDA REQUEST FOR PROPOSAL NO. 10120/JDB/04 TERMS & CONDITIONS For Legal Defense Representation TABLE OF CONTENTS Page 2 of 2 ATTACHMENTS (cont d) Exhibit E SLEB Certification Application Package Exhibit F Small and Local Business Partnering Information Exhibit G Request for Small and Local or Emerging Preference Exhibit H First Source Agreement Exhibit I Exceptions, Clarifications, Amendments Exhibit J Standard Agreement Contract Draft Exhibit K - Proposal Evaluation Form Exhibit L Intentionally Omitted Exhibit M RFP Vendor List 2-27-03

I. ACRONYM AND TERM GLOSSARY Unless otherwise noted, the terms below may be upper or lower case. Acronyms will always be uppercase. Board Shall refer to the County of Alameda Board of Supervisors CCO Alameda County s County Counsel Office CSC Shall refer to County Selection Committee County When capitalized, shall refer to the County of Alameda Federal Refers to Unites States Federal Government and its departments and/or agencies IRS Refers to Internal Revenue Service Labor Code Refers to California Labor Code PLF Prospective Law Firm Proposal Shall mean a Prospective Law Firm s response to this RFP Prospective Law Firm Refers to the Prospective Law Firm responding to this Request for Proposal. PO Request for Proposal Response Retained Law Firm RFP RLF RMU SLEB State TPA Shall refer to Purchase Order(s) Shall mean this document, which is the County of Alameda s request for PLF s proposal to provide the services being solicited herein. Shall refer to PLF s proposal submitted in reply to RFP When capitalized, shall refer to a selected PLF(s) that is awarded a retainer agreement. Request for Proposal Retained Law Firm Alameda County s Risk Management Unit Small Local Emerging Business Refers to State of California, its departments and/or agencies Alameda County s retained Third Party Claims Administrator II. STATEMENT OF WORK A. INTENT It is the intent of these terms and conditions to describe Legal Defense Representation required by the County. B. SCOPE The County of Alameda administers its claims (tort, civil rights, employment practices, medical malpractice, and property damage, etc.) through a Third Party Administrator (TPA). These claims are insured through the County s Risk Pool (self- I:\purch\word\jbridges\ Outside Legal Defense Page 3 of 32 2-27-03

insurance) and participation in various California State Association of Counties - Excess Insurance Authority (CSAC-EIA) programs. Litigation shall be handled by a panel of outside legal defense firms and attorneys within County Counsel s Office (CCO) in coordination with the County s Risk Management Unit (RMU) and the TPA. The primary role of outside legal defense counsel shall be to fully represent the County, as may be coordinated through the CCO, in its litigated cases. The representation must receive prior written approval by the CCO and TPA, in coordination with RMU. The County has approximately fifty (50) new litigated cases per year that may require assignment to outside counsel. C. SPECIFIC REQUIREMENTS RLF shall defend all claims or actions, including prejudgment and postjudgment proceedings at the trial and appellate court level, referred by the County arising from alleged liability of the County under the following terms and conditions: 1. RLF shall be familiar with and competent in Public Liability Law and qualified to defend County as required by law for all claims or actions filed against County. 2. RLF shall fulfill all responsibilities associated with the case assignment and must adhere to County s policies, procedures and defense guidelines. 3. RLF shall have an ethical responsibility to report any cases referred by County which RLF in accordance with the State of California (State) Bar guidelines, determines to be a conflict of interest. RLF will not represent County in any such case absent a written waiver from the client. 4. RLF shall not undertake the representation of a client in the pursuit of a claim against the County or other public entity that is also a member of CSAC-EIA or CPEIA () without first obtaining a written waiver and consent from the CCO. Any request for a conflict waiver must be made in writing to the CCO, and then the CCO, shall, in its sole discretion, make a determination of any potential conflict. RLF will be bound by the CCO determination of conflict or resign from the defense panel. 5. RLF shall designate a full partner who shall be available during regular business hours to meet with the County on cases or issues pertaining to any retainer arising as a result of this RFP. 6. Preliminary Case Management Plan and Estimated Cost Budget a. Upon referral and after reviewing the case file, and within seven (7) days, RLF will contact CCO or TPA representative by telephone. The attorney and the representative will agree upon a preliminary case management plan. Upon completion of the telephone conference, the attorney shall memorialize the agreed upon plan and provide a copy of said plan to CCO, TPA, and RMU representative. I:\purch\word\jbridges\ Outside Legal Defense Page 4 of 32 2-27-03

b. One element of this plan will be the preparation by RLF, at no cost to County, of an estimated case budget, which shall be sent to the CCO, TPA and RMU. The estimated case budget will provide the first indication of the cost estimated to defend the County. RLF shall update the initial estimate as changed circumstances dictate. Each law firm billing thereafter shall show the accumulated bills on a given case compared with the original or updated estimated case budget. 7. Case Evaluation and Plan Retained Law Firm (RLF) shall provide a written case evaluation and plan ( plan ) to CCO, TPA and RMU representative no later than ninety (90) days from the date of receiving the case with a copy to the affected department, thirty (30) days for instances of medical malpractice. The case evaluation shall not restate or duplicate information previously provided. If more time is required to prepare and submit a meaningful case evaluation and plan, an extension of time shall be requested from CCO or TPA, with copies to both parties. In future reports, RLF must state the date of the initial report. This evaluation and plan must include the following elements: a. Statement of facts. b. Statement of the issues, including identification of any unusual or potentially precedent setting issues. c. Additional recommended investigations. d. Alleged injuries and damages claimed. e. Plaintiff s contentions. f. A list of defenses to be raised and discussion of likelihood of success of defenses. g. Discovery requirements including the identification of parties and witnesses of County employees or officials and assistance needed to depose, interview, obtain statements or secure interrogatories and records needed to be produced. h. Estimated time needed for new legal issues that require original research. i. Liability evaluation, including: (1) anticipated liability, (2) plaintiff comparatives, (3) co-defendant(s) liability, (4) settlement value and the basis utilized to calculate recommended settlement value. j. Anticipated litigation and case management strategies. I:\purch\word\jbridges\ Outside Legal Defense Page 5 of 32 2-27-03

k. Known anticipated expert witnesses needed. (Pre-approval is required by County representative). l. Fast Track cases shall require reports as follows: 1) Case Evaluation and plan Ninety (90) days after assignment 2) Status updates Seven (7) days after Case Management Conference 3) Status updates Ten (10) days before arbitration 4) Status updates Five (5) days after arbitration award m. The names of the attorney or attorneys and paralegal assigned to handle the case. n. The name of the designated trial attorney, when and if it appears the case will go to trial. o. Cases designated as complex litigation shall require additional reporting as directed by CCO or TPA. 8. RLF shall agree that all work product including motions, exposure identification, legal research, opinion letters, etc., are the property of the client, the County, and may be copied and provided by the County to attorneys either employed or retained by the County and/or County s insurance carrier or JPA (Joint Power Authority). This provision is not a waiver of the attorney/client privilege. 9. RLF shall agree to utilize the services of County contracted contractors such as court reporters, investigators, and copy services when requested. The lists of approved contractors will be provided by CCO/or TPA/or RMU representative. 10. RLF, as requested, shall provide the CCO/or TPA/or RMU representative copies of all information and correspondence relating to each claim. They shall include communications between RLF and any department, service company, and/or plaintiff attorneys. RLF will also provide copies of all case status correspondence to the CCO and TPA. 11. RLF shall obtain authority for and approval of all settlements before being submitted to the plaintiff s counsel, the court or mediator/arbitrator. Settlements under Fifty Thousand Dollars ($50,000) can only be approved by designated CCO or RMU staff. All settlements of Fifty Thousand Dollars ($50,000) or more must receive the prior approval of the Board of Supervisors. I:\purch\word\jbridges\ Outside Legal Defense Page 6 of 32 2-27-03

12. RLF shall notify County of all proposed settlements over Fifty Thousand Dollars ($50,000) well in advance of offer to plaintiff s counsel, court or arbitrator/mediator. County will schedule a departmental meeting and then a Board of Supervisors' closed session to allow the Board to review the case, under pending litigation exception to the Brown Act. RLF shall submit (at least two weeks before the departmental meeting) a one (1) page summary outlining the case and the reason and amount requested for settlement. RLF shall provide a knowledgeable lawyer, upon request, to answer all Board and staff questions; and, at the request of County, shall attend the joint departmental meeting and/or Board of Supervisors' session. 13. RLF shall undertake a planned effort to educate and offer opportunities to the RMU staff and other designated County staff in tort law and in the active participation in claims resolution procedures. As requested, RLF shall conduct liability seminars on topics selected by County at no cost to County. If requested, RLF shall advise and assist the RMU staff to develop and implement effective risk control programs and materials. 14. RLF shall notify County of claims with potential settlement value, over Fifty Thousand Dollars ($50,000) as soon as it becomes evident that the case does have merit or may result in a settlement to the County of over fifty thousand dollars ($50,000). 15. RLF shall agree that only partners or senior associates acceptable to County will try County cases unless special approval is received from CCO/or TPA representative. When RLF receives a claim against the County, that claim will be assigned to a handling attorney. The name of the attorneys and any paralegals who will bill legal services to the case shall be communicated to CCO or TPA with the expectation that new attorneys have equivalent experience as those initially proposed. Any changes in case staffing must be approved by CCO or TPA. Time needed to bring newly assigned attorneys or paralegals up to speed on a case shall not be billed to or paid by County. 16. RLF shall agree not to charge the County for any client development costs. 17. Upon case resolution, RLF shall submit final case analysis and reasons for disposition to County. This submission will include copies of pertinent documents evidencing the disposition. 18. Should either the RLF or the County choose to terminate any retainer awarded as a result of this RFP, RLF shall, at County s discretion, continue to provide legal services as to any case referred to them prior to the notice of termination and shall be compensated upon the same terms and conditions as herein set forth. However, the County retains the option of withdrawing any pending cases from further representation by RLF, pursuant to State Bar requirements, and shall compensate RLF for reasonable legal services provided to date of termination. RLF shall promptly return any files and work product related to matters withdrawn or transferred. I:\purch\word\jbridges\ Outside Legal Defense Page 7 of 32 2-27-03

19. RLF shall not undertake any action(s), without CCO concurrence, which could result in Court-imposed sanctions. The County will not to pay sanctions unless the County caused the imposition of the sanction. 20. RLF shall disclose any legal malpractice claims against the any member of the PLF for the last ten (10) years in its proposal. Thereafter, RLF shall disclose any malpractice claims imposed or incurred by any member of RLF. D. REPORTING REQUIREMENTS OF RLF All communication from RLF, following the initial case reports, shall narrowly address the issues or plans in the matter affected by a significant or substantial development or significant or substantial new, different or additional information. In general, RLF shall observe the following guidelines for reporting: 1) Reports shall be as brief as possible. 2) Only significant activity shall be reported; avoid routine status reports. 3) Refrain from reiterating the contents of documents attached but point out key information and explain its significance to the case. 4) Use e-mail when such communication will suffice. 5) Copies of discovery demands and motions to compel need not be forwarded, unless requested by CCO or TPA. 6) Pleadings seeking relief from or against the County and responsive pleadings need not be forwarded unless requested by CCO or TPA. 7) Copies of any legal research memoranda shall be forwarded if requested by CCO or TPA. 8) Voluminous records need only be summarized for County purposes, and only upon request by CCO or TPA. E. TRIAL PREPARATION/CASE RESOLUTION It is recognized that some cases do not settle until trial is imminent. RLF shall confer with CCO and TPA to determine how each case can be reasonably and promptly resolved without unnecessary costs. The following guidelines should assist in reaching this objective: I:\purch\word\jbridges\ Outside Legal Defense Page 8 of 32 2-27-03

1) Discovery Every discovery procedure shall be undertaken to accomplish a calculated purpose. The method of discovery utilized should be that which will obtain the information at the least cost and in the most efficient manner. RLF shall not schedule depositions without first giving due consideration to the value of sworn or other recorded testimony in lieu of a deposition. Unless special circumstances exist, deposition transcripts should not be ordered unless or until it is reasonably certain that the case will be tried. 2) Use of Experts Experts shall be employed only be retained by RLF after discussion with and approval of CCO or TPA. The discussion should include the objectives of retaining the expert, the expert s qualifications and fees, the anticipated benefits, and a determination of the point in time when the expert s use may be most effective. Use of independent investigators by RLF will generally not be approved unless a clear legal strategy and need exists. 3) Motion Practice No motion should be prepared or filed without the prior authorization of CCO or TPA. F. BILLING PRACTICES 1) Contractor shall invoice TPA only following the provision of legal services. 2) Payment will be generally made within thirty (30) days following receipt of invoice and upon satisfactory performance of services. 3) Invoices shall include, but not be limited to: a) Invoice date b) Case name and number, including County claim number. c) Name of TPA Representative d) An individual entry for each legal task performed, and time billed for each individual task. Block billing for all tasks performed in one day, without designation of time for each task, will not be accepted by County. e) Date of each legal task and total time for each task performed. f) Name, or acronym for each atty/paralegal performing the task and hourly rate of the person performing each legal task g) Time billed for each legal task must be charged in increments of a tenth of an hour increments I:\purch\word\jbridges\ Outside Legal Defense Page 9 of 32 2-27-03

h) Fees billed for each legal task may listed under each attorney performing said tasks by the day, broken out as set forth in g) above. i) Individually itemized disbursements for costs must be illustrated on bill. j) A summary of services, including the total time and fees per attorney/paralegal per invoice k) A separate bill for each case must be provided. Bill should indicate, in addition to the foregoing, total fees and costs billed to date and credits paid by County to date and a comparison to original estimate at outset of case. l) On all fee bills or billing statements, actual time in units of onetenth (1/10th) of an hour shall be charged instead of using minimum transaction times. G. SPECIFIC BILLING REQUIREMENTS a) Where correspondence or phone conversations are charged, the specific identity of the other party shall be included with the time entry. Likewise, if a conference is held on a lawsuit, the bill shall identify all participants or attendees. b) Charges for activities such as a file creation, internal conferences, or training of RLF s personnel are considered overhead items and shall not be billed to the file. c) When standardized pleadings or forms are used, actual time needed by an attorney or paralegal to prepare the pleadings or form for typing shall be billed, not the time originally used to draft the standardized documents or the time needed to type the form or pleading. d) RLF shall not bill for bill preparation tasks, bill explanations, bill disputes and bill corrections. e) RLF shall not bill for more than an occasional brief (an hour or less) conference between senior and junior attorneys. The County will pay only for the senior attorney s time for such conferences. The conferences shall be demonstrably necessary, i.e., further the prompt resolution of the case. f) RLF shall not bill for more than one attorney to attend depositions, motions, witness interviews, document production, trial, etc. RLF I:\purch\word\jbridges\ Outside Legal Defense Page 10 of 32 2-27-03

shall absorb the cost of sending an extra attorney or paralegal, unless previously authorized by the County. It is realized that in some complex trials there may be a need for a second chair attorney or paralegal but advance authorization by CCO or TPA is required. g) RLF shall not bill for an associate s apprenticeship time. Apprenticeship time is that which does not contribute to the defense or disposition of the file. For example, attending motions argued by more experienced lawyers in the firm, or more than one redraft of a motion, letter or memo. h) RLF may bill for a senior partner s initial review of a new file for initial assignment and direction. The initial review as well as subsequent reviews require documentation of the partner s input. If no value is added by the initial or subsequent review beyond maintaining general quality, RLF shall not bill County. Subsequent reviews are not billable. i) RLF may bill only at apportioned, actual time where a task benefits more than one case of the County or other clients. For example, law and motion appearances with actual total time of two and onehalf (2.5) hours on four (4) different files; each of four (4) files should not be billed 2.5 hours. The billing to each should instead be 0.625 hours if a more accurate allocation cannot be made among the files. j) RLF shall not order deposition transcripts unless necessary for case preparation and discussed with CCO or TPA in advance. k) RLF shall not prepare or bill for a summary of a deposition unless authorized by CCO or TPA in advance. If a brief (two (2) pages or less) summary is authorized, it is expected that the deposing lawyer will provide it within seven to ten (7-10) days after the taking of the deposition. The County will not pay for a paralegal or another lawyer to summarize the deposition after the deposition transcript is received unless the County authorizes it due to compelling reasons, e.g., trial date is imminent and multiple depositions are being taken in the same case. If a deposition transcript is authorized by the County to be ordered, RLF shall not bill for page and line summaries of the deposition unless the County authorizes it in advance. I:\purch\word\jbridges\ Outside Legal Defense Page 11 of 32 2-27-03

l) The County expects RLF s lead counsel to take the opposing party s deposition in most cases, as well as taking other key depositions, e.g., opposing party s expert key witnesses, etc. m) RLF may bill for reasonable time to prepare for a deposition but not for a comprehensive case review. n) RLF may bill for deposition preparation, but the preparation must be done close to the scheduled deposition, i.e., within at least a week of the deposition and be consistent with the significance of the deposition. o) RLF shall not bill for word processing time. RLF shall bill only for the attorney s time not the secretarial or word processing time. RLF shall not bill for multiple redraft of memos, pleadings, interrogatories, etc. One redraft is occasionally allowed but this allowance is not justification for the redraft of every document prepared. p) Legal Research, when needed, must be carefully directed by partners or senior associates. RLF shall obtain prior approval for legal research exceeding (4) hours. Routine legal issues shall not be the subject of legal research. A copy of RLF s research product must be maintained in the attorney s file and forwarded to County, upon request, for future reference. Status reports shall indicate how the research on a substantive issue impacts the case. 4) Expenses and Costs RLF shall not bill for the following expense items at more than the specified guidelines: a) Photocopying: No more than actual cost, without mark-up, per page or the actual charge of a copy service. Large copying jobs shall be sent to a capable but economical outside copy service. b) Telephone: Actual charges only for long distance calls. c) Fax Machines: No more than actual cost, without mark-up, only for outgoing facsimile transmission. d) Postage: Actual cost of postage for mailing. I:\purch\word\jbridges\ Outside Legal Defense Page 12 of 32 2-27-03

e) Computerized legal research: Is considered overhead costs of RLF and will not be paid by County. f) Messenger and Delivery: For an outside messenger, The County will pay actual costs without mark-up. For RLF s internal messenger service (between RLF s offices in other cities), charge no more than for an outside service. g) Travel. RLF shall describe in detail on the interim bill any travel expenses incurred by counsel. RLF need not attach supporting receipts. TPA or RMU retains the right to audit travel expenses. RLF should retain receipts and other documentation for at least one (1) year following the conclusion of the case. h) The County will pay for coach airfare, standard rental cars, reasonable hotel rates, and meals for the assigned attorney. The County will not reimburse for personal telephone calls, entertainment, laundry and dry cleaning, unless travel is for seven (7) days or more away from RLF s home or other non-essential expenditures. 5) Billing - Miscellaneous a) RLF shall bill only at approved rates. b) RLF shall not charge for overhead items such as costs of seminars, books, association dues, etc. c) RLF shall send its final bill no more than thirty (30) days after execution of the settlement agreement and/or dismissals, unless CCO, RMU or CCO provide written authority to the contrary. H. EXPENSES ADVANCED Expenses or costs advanced by RLF for filing and witness fees, deposition costs, etc., normally may be billed on the firm s regular billing statement as soon as such expenses are incurred. Normally, these costs should be paid by RLF then reimbursed by the County. However, invoices for expenses exceeding five hundred ($500.00) or a different amount agreed to by CCO or TPA may be sent directly or forwarded to the County for payment. I:\purch\word\jbridges\ Outside Legal Defense Page 13 of 32 2-27-03

I. POSITIONS (ATTORNEY/PARALEGAL) WITH THE RLF DESIGNATED FOR BILLING PURPOSES 1) If a person is designated as a paralegal, the County retains the right to audit the work performed and determine whether such work was performed by a paralegal and doing paralegal activities, e.g., a paralegal should not customarily do clerical work which is overhead expense. The same rule will apply to partners versus associates. If a person s position is incorrectly designated (in the opinion of the County s auditors), bills will be reduced accordingly. J. AUDITING 1) The County has the right to audit RLF s books and records related to any County case. The audit applies to all matters referred from or handled for or on behalf of the County. 2) The County reserves the right to seek reimbursement for services or costs for invoices inappropriately billed and paid. III. INSTRUCTIONS TO PLFs K. COUNTY CONTACTS GSA-Purchasing is managing the competitive process for this project on behalf of RMU/CCO. All contact during the competitive process is to be through the GSA- Purchasing Department only. The evaluation phase of the competitive process shall begin upon receipt of sealed proposals until retainers have been awarded. Potential Law Firm (PLF) shall not contact or lobby evaluators during the evaluation process. Attempts by PLF to contact evaluators may result in disqualification of PLF. All questions regarding these terms and conditions are to be submitted in writing, preferably via e-mail by March 19, 2004 to: JaVia Bridges, Buyer II Alameda County, GSA-Purchasing 1401 Lakeside Drive, Suite 907 Oakland, CA 94612 E-Mail: javia.bridges@acgov.org FAX: 510-208-9626 I:\purch\word\jbridges\ Outside Legal Defense Page 14 of 32 2-27-03

The GSA Contracting Opportunities website will be the official notification posting place of all Requests for Interest, Proposals, Quotes and Addenda. Go to http://www.acgov.org/gsa/purchasing/bid_content/contractopportunities.jsp to view current contracting opportunities. L. CALENDAR OF EVENTS Event Date/Location Request Issued March 10, 2004 Written Questions Due BY 12:00 noon on MARCH 19, 2004 Networking/Pre-Proposal Conference MARCH 24, 2004 AT 10:00 AM AT: GSA 1401 Lakeside Dr. Conference Room #1107 Networking/Pre-Proposal Conference MARCH 25, 2004 AT 2:00 PM Addendum Issued MARCH 30, 2004 Response Due BY 2:00 p.m. on APRIL 15, 2004 Evaluation Period April 19, 2004 April 30, 2004 PLF Interviews May 10, 2004 May 14, 2004 Board Letter Issued May 27, 2004 Board Retainer Date June 15, 2004 Retainer Start Date July 1, 2004 Note: Retainer and start dates are approximate. Oakland, CA 94612 AT: Zone 7 Water Agency 5997 Parkside Dr. Pleasanton, CA 94588 It is the responsibility of each PLF to be familiar with all of the terms and conditions. By the submission of a proposal, the PLF certifies that if awarded a retention agreement they will make no claim against the County based upon ignorance of conditions or misunderstanding of the specifications. M. NETWORKING/PRE-PROPOSAL CONFERENCE Networking/Pre-proposal conferences will be held to: Provide an opportunity for small and local and emerging businesses (SLEBs) and large firms to network and develop partnering relationships in order to participate in the retainers(s) that may result from this RFP. Provide an opportunity for PLF to ask specific questions about the project and request RFP clarification. Provide the County with an opportunity to receive feedback regarding the RFP. I:\purch\word\jbridges\ Outside Legal Defense Page 15 of 32 2-27-03

Written questions submitted prior to the networking/pre-proposal conferences, in accordance with the Calendar of Events, and verbal questions received at the networking/pre-proposal conferences, will be addressed whenever possible at the networking/pre-proposal conferences. All questions will be addressed and the list of attendees will be included in an RFP Addendum following the networking/pre-proposal in accordance with the Calendar of Events. PLF s that are new, small or inexperienced are strongly encouraged, but not required, to attend the networking/pre-proposal conferences in order to facilitate partnering relationships. Vendors who attend networking/pre-proposal whose names have not previously been listed will be added to the PLF List (see Exhibit M). Failure to participate in the networking/pre-proposal will in no way relieve the PLF from furnishing services required in accordance with these terms and conditions. Attendance at the networking PLF conferences is strongly encouraged and recommended but is not mandatory. Networking/pre-proposal conference will be held on: March 24, 2004 at 10:00 a.m. At Alameda County, General Services Agency Conference Room No. 1107 1401 Lakeside Drive Oakland, CA 94612 Additional Information: Please allow enough time for parking at metered street parking and entry into secure building. March 25, 2004 at 2:00 p.m. At Alameda County Zone 7 Water Agency 5997 Parkside Dr. Pleasanton, CA 94588 Additional Information: Free parking available at on-site parking lot. N. SUBMITTAL OF PROPOSALS 1. All proposals must be SEALED and must be received at the Office of the Purchasing Agent of Alameda County BY 2:00 p.m. on the due date specified above. NOTE: LATE AND/OR UNSEALED PROPOSALS CANNOT BE ACCEPTED. IF HAND DELIVERING PROPOSALS PLEASE ALLOW TIME FOR METERED STREET PARKING OR PARKING IN AREA PUBLIC PARKING LOTS AND ENTRY INTO SECURE BUILDING. 2. Proposals will be received only at the address shown above, and by the time I:\purch\word\jbridges\ Outside Legal Defense Page 16 of 32 2-27-03

indicated. Any proposal received after said time and/or date or at a place other than the stated address cannot be considered and will be returned to the PLF unopened. 3. All proposals, whether delivered by an employee of the PLF, U.S. Postal Service, courier or package delivery service, must be received and time stamped at the stated address prior to the time designated. The Purchasing Department's timestamp shall be considered the official timepiece for the purpose of establishing the actual receipt of bids. 4. Proposals are to be addressed as follows: Legal Defense Representation RFP No. 10120/JDB/04 Alameda County, GSA-Purchasing 1401 Lakeside Drive, Suite 907 Oakland, CA 94612 5. PLF s are to submit an original plus seven (7) copies of their proposal. Original proposal is to be clearly marked and is to be either loose leaf or in a 3-ring binder, not bound. 6. PLF s name and return address must also appear on the mailing package. 7. No telegraphic or facsimile bids will be considered. 8. PLF agrees and acknowledges all RFP specifications, terms and conditions and indicates ability to perform by submission of its bid. 9. Submitted proposals shall be valid, as to fees, terms and conditions, for a minimum period of three (3) years. Proposal may include a proposal for annual fee increase, based upon appropriate cost of living indices. 10. All costs required for the preparation and submission of proposal shall be borne by PLF. 11. Only one proposal will be accepted from any one person, partnership, corporation or other entity. 12. It is the responsibility of the PLF to clearly identify information in their proposal that they consider to be confidential under the California Public Records Act. To the extent that the County agrees with that designation, such I:\purch\word\jbridges\ Outside Legal Defense Page 17 of 32 2-27-03

information will be held in confidence whenever possible. All other information will be considered public. 13. All other information regarding the proposal will be held as confidential until such time as the County Selection Committee has completed their evaluation and, or if, an award has been made. PLF will receive mailed award/non-award notification(s), which will include the name of the PLF(s) to be awarded this project. In addition, award information will be posted on the County s Contracting Opportunities website, mentioned above. 14. Each proposal received, with the name of the PLF, shall be entered on a record, and each record with the successful proposal indicated thereon shall, after the award of the retainer, be open to public inspection. O. RESPONSE FORMAT 1. Proposals are to be straightforward, clear, concise and specific to the information requested. 2. In order for proposals to be considered complete PLF must provide all information requested. P. RESPONSE CONTENT/SUBMITTALS 1. Proposals must be signed in ink as set forth in this subsection. The signatures of all persons required under the applicable organizational documents in order to bind the PLF must be on the proposal. PLF shall provide applicable signature documentation pursuant to PLF s organizational structure verifying the authority of the person signing the proposal to commit to its proposal on behalf of the PLF. 2. PLF shall follow the requirements set forth below. Any material deviation from these requirements may be cause for rejection of the proposal, as determined in the County s sole discretion. All items listed below are required to be submitted in each RFP response. The content and sequence of each proposal shall be as follows: a. Title Page: Show RFP number and title, PLF s name and address, name of the contact person (for all matters regarding the RFP response), telephone number and proposal date. I:\purch\word\jbridges\ Outside Legal Defense Page 18 of 32 2-27-03

b. Table of Contents: Proposals shall include a table of contents listing the individual sections of the proposal and their corresponding page numbers. Tabs should separate each of the individual sections. c. Cover Letter: Proposals shall include a cover letter describing PLF and include all of the following: 1. The name of PLF s law firm; 2. PLF s organizational structure (e.g. corporation, partnership, limited liability company, etc.); 3. The jurisdiction in which PLF is organized and the date of such organization; 4. The address of PLF s headquarters and of any local office involved in the proposal; 5. PLF s Federal Tax Identification Number; 6. The name, address, telephone, fax numbers and e-mail address of the person(s) who will serve as the contact(s) to the County, with regards to the RFP response, with authorization to make representations on behalf of and to bind PLF; 7. A representation that the firm and its attorneys are in good standing with the State Bar of California and has all necessary licenses, permits, certifications, approvals and authorizations necessary in order to perform all of its obligations in connection with this RFP; and 8. An acceptance of all terms and conditions and requirements contained in this RFP. 3. Letter of Transmittal: Bid responses shall include a description of PLF s approach in providing its services to the County in one (1) or two (2) pages stating its understanding of the legal services to be performed and a commitment to perform the legal services as specified. 4. Executive Summary: A brief synopsis of the highlights of the proposal and overall advantages of your firm s proposal to the County. This synopsis should not exceed three (3) pages in length. I:\purch\word\jbridges\ Outside Legal Defense Page 19 of 32 2-27-03

5. PLF s Qualifications and Experience Provide a description of PLF s capabilities pertaining to this RFP. This description should not exceed five (5) pages and should include a detailed summary of PLF s experience relative to RFP, including: (a) Structure and qualifications of PLF s firm. (b) Staffing and locations. (c) Public entity defense litigation experience. (d) Experience and familiarity in dealing with the Joint Exercise of Powers Act, in particular, pooled excess insurance programs. (e) Areas of legal expertise. (f) Specific cases PLF has defended for public entities and the verdict (i.e. verdict, mediation settlement). At least five (5) cases must be referenced and explained. (g) PLF s Martindale and Hubbell rating. (h) A complete listing of PLF s Client Base 6. Financial Statements Responses are to include: Audited financial statements for the past three (3) years. PLF s audited financial statements must be satisfactory, as deemed solely by County, to be considered for contract award. 7. Key Personnel - Qualifications and Experience Proposals shall include a complete list of and resumes for all key personnel associated with the RFP, specifically those attorneys who will be assigned to handle County cases. The list must include all key personnel who will provide services to County. For each person on the list, the following information shall be included: (1) the person s relationship PLF, including job title and years of employment with PLF; (2) the role that the person will play in connection with the RFP (3) address, telephone, fax numbers, and e-mail address; (4) the person s educational background; (5) person s relevant trial/other experience, including appellate work before state and federal courts. This section of the Proposal should include no more than two (2) pages of information for each listed person. I:\purch\word\jbridges\ Outside Legal Defense Page 20 of 32 2-27-03

8. Description of the Proposed Services: Proposals shall include a description of the terms and conditions of services to be provided during the contract term. The description must: (1) specify how the services in the proposal will meet or exceed the requirements of the County; (2) explain any special resources, procedures or approaches that make the services of PLF particularly advantageous to the County; and (3) identify any limitations or restrictions of PLF in providing the services that the County should be aware of in evaluating its response to this RFP. 9. Proposal Form, Exhibit B Pricing for services shall include fixed hourly cost. Fixed hourly cost shall not exceed $155.00 per hour for personal injury, property damages and other standard tort litigation. For medical malpractice, the rate shall not exceed $165.00 per hour and for employment practice, civil rights and other designated high profile cases the rate will be negotiable on a case by case basis, not to exceed $200.00 per hour. Rates should include those for partners, associates and paralegals. The County, at its sole discretion may agree to price escalations in years two (2) and three (3) of any retainer awarded as a result of this RFP. These escalations will be based on the prior twelve (12) month average CPI (consumer price index) for Urban Areas. Refer to the section entitled PRICING under the section designated TERMS AND CONDITIONS herein below. 10. Evidence of Insurance Certificates of malpractice and liability insurance are required per the attached Exhibit C from a reputable insurer evidencing all coverages required, with a minimum limit of $1 million, for the term of any contract that may be awarded pursuant to this RFP. 5. Other required Submittals/Exhibits not included above that are required in the bid response: Exhibit A, Acknowledgement, signed Exhibit E, SLEB Certification Application Package, completed, signed, required documentation attached (if applicable) Exhibit F, Local, Small and Emerging Business Partnering Information, completed and signed Exhibit G, Request for Preference for Local, Small and/or Emerging Vendors, I:\purch\word\jbridges\ Outside Legal Defense Page 21 of 32 2-27-03

completed and signed (if applicable). If applicable, please include the following forms of verification: Copy of a verifiable business license, issued by the County of Alameda or a City within the County. Proof of six (6) month business residency, identifying the name of the PLF and the local address: any previous contracts with the County, utility bills, and deed of trust or lease agreement. Exhibit H, First Source Agreement, completed and signed Exhibit I, Exceptions, Clarifications and Amendments Form, completed and signed. Any exceptions, clarifications and amendments shall also address the attached Exhibits. (The County is under no obligation to accept any exceptions and such exceptions may be a basis for bid disqualification.) Exhibit K, Sample Proposal Evaluation Form, fill in vendor name Q. EVALUATION CRITERIA/SELECTION COMMITTEE All proposals will be evaluated by a County Selection Committee (CSC). The County Selection Committee may be composed of County staff and other parties that may have expertise or experience in legal matters. The CSC will select PLFs in accordance with the evaluation criteria set forth in this RFP. The evaluation of the proposals shall be within the sole judgment and discretion of the CSC. All contact during the evaluation phase shall be through the GSA-Purchasing Department only. PLFs shall not contact nor lobby evaluators during the evaluation process. Attempts by PLF to contact members of the CSC may result in disqualification of PLF. The CSC will evaluate each proposal meeting the qualification requirements set forth in this RFP. PLFs should bear in mind that any proposal that is unrealistic in terms of commitments, or unrealistically high or low in cost, it will be deemed reflective of an inherent lack of competence or indicative of a failure to comprehend the County s requirements as set forth in this RFP. As a result of this RFP, the County intends to award a retainer agreement(s) to the PLF(s) whose response(s) conforms to the RFP and whose proposal presents the greatest benefits to the County, all evaluation criteria considered. The combined weight of the evaluation criteria is greater in importance than cost in determining the greatest value to the County. The goal is to award retention agreements to the PLF(s) that offers the County the best quality as determined by the combined weight of the evaluation criteria. The County may award retainers based upon higher qualitative competence over the lowest priced response. I:\purch\word\jbridges\ Outside Legal Defense Page 22 of 32 2-27-03

The basic information that each section should contain is specified below, these specifications should be considered as minimum requirements. Much of the material needed to present a comprehensive proposal can be placed into one of the sections listed. However, other criteria may be added to further support the evaluation process whenever such additional criteria are deemed appropriate in considering the nature of the services being solicited. Each of the following Evaluation Criteria below will be used in ranking and determining the quality of PLF s proposals. Proposals will be evaluated according to each Evaluation Criteria, and scored on a five-point scale. The scores for all the Evaluation Criteria will then be added according to their assigned weight (below) to arrive at a weighted score for each of the proposals. A proposal with a high weighted total will be deemed of higher quality than a proposal with a lesser-weighted total. The final maximum score for any project is five hundred fifty (550) points including local and small and local or emerging and local preference points. The County reserves the right to award retention agreements to any number of PLFs based upon the County need for legal representation and dealing an appropriate number of firms that promotes the greatest degree of quality and efficiency. Each of the following Evaluation Criteria below will be used in ranking and determining the quality of PLF s proposals. Proposals will be evaluated according to each Evaluation Criteria, and rated on a zero to five-point scale where the range is defined as follows: 0 Not Acceptable 1 Poor 2 Fair 3 Average 4 Above Average/Good 5 Excellent/Exceptional Non-responsive, fails to meet RFP specification. The approach has no probability of success. If a mandatory requirement this score will result in disqualification of proposal. Below average, falls short of expectations, is substandard to that which is average or expected norm, has a low probability of success in achieving objectives per RFP. Has a reasonable probability of success, however, some objectives may not be met. Acceptable, achieves all objectives in a reasonable fashion per RFP specification. This will be the baseline score for each item with adjustments based on interpretation of proposal by Evaluation Committee members. Very good probability of success, better than that which is average or expected as the norm. Achieves all objectives per RFP requirements and expectations. Exceeds expectations, very innovative, clearly superior to that which is average or expected as the norm. Excellent probability of success and in achieving all objectives and meeting RFP specification. I:\purch\word\jbridges\ Outside Legal Defense Page 23 of 32 2-27-03

The Evaluation Criteria and their respective weights are as follows: Evaluation Criteria A. Completeness of Response Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent Addenda and do not address each of the items listed below will be considered incomplete, be rated a Fail in the Evaluation Criteria and will receive no further consideration. Responses that are rated a Fail and are not considered may be picked up at the delivery location within 14 calendar days of notice of award and/or the completion of the competitive process. B. Hourly Rate and Costs For purposes of evaluation, Cost will be considered Pass/Fail depending on if PLF has satisfied the requirements in Section P, Paragraph 9 and Section F, Billing Practices herein. PLF s quoting prices above the maximum rates specified in Section P, paragraph 9 and not meeting the Billing Practices requirements referenced in Section F will be rated a Fail and will not receive further consideration. Weight Pass/Fail Pass/Fail Upon award of a retention agreement(s), hourly fees may be considered for purposes of work allocation and will be determined in the best interest of County. An evaluation may take into consideration the fee charged in light of the following factors: (a) reasonableness (b) prior experience of attorneys and the firm; (c); billing rates to similar clients for similar services; (c) background and qualifications of attorneys in firm and years of practice and (e) PLF s ability to advance costs related to litigation, consideration of which should be included in the hourly rate proposal. The County reserves the right to consider all proposals, regardless of pricing, however retention amount paid will not exceed the maximum amount of fees allowable, as set forth above and within Section P herein. I:\purch\word\jbridges\ Outside Legal Defense Page 24 of 32 2-27-03

C. Relevant Experience, Qualifications and Client Base Proposals will be evaluated in this category in regard to qualifications to perform the work, as opposed to the hourly rate charged for the fee, as set forth in section P and the PLF s responses to the questions below: PLF s experience in similar litigation? Are PLF s attorney s resumes complete and do they demonstrate backgrounds that would be desirable for individuals engaged in the work the representation requires? How extensive are the qualifications and experience of the personnel designated to work on the project. Number of tried jury cases and disposition of same. PLF s Martindale and Hubbell Rating. PLF s overall approach to defense of public entity litigation; recommended approaches to save litigation and defense costs. 60 Points E. Oral Presentation and Interview 30 Points Following evaluation of the written proposals, PLF s receiving the highest scores may be invited to an oral presentation and interview. The scores at that time will not be communicated to PLF. The oral presentation by each PLF shall not exceed sixty (60) minutes in length. The oral interview will consist of standard questions asked of each of the PLFs and specific questions regarding their specific proposal. The proposals may then be re-evaluated and re-scored based on the oral presentation and interview. Local Preference Five Percent (5%) Small and Local or Emerging and Local Preference Five Percent (5%) R. NOTICE OF RETENTION 1. At the conclusion of the RFP response evaluation process ( Evaluation Process ), all PLFs will be notified in writing of the contract award recommendations, if any, of GSA - Purchasing. The document providing this notification is the Notice of Awards. I:\purch\word\jbridges\ Outside Legal Defense Page 25 of 32 2-27-03