LEGAL SERVICES AGREEMENT (ICERS – OLSON HAGEL & FISHBURN, LLP)

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This Agreement is entered into this 19th day of September, 2018, by and between the Imperial County Employees’ Retirement System (hereinafter referred to as “ICERS”) and The Law Firm of Olson Hagel & Fishburn, LLP, (hereinafter referred to as “LAW FIRM”).

WHEREAS, is a public entity, specifically a public pension plan, organized under the County Employees’ Retirement Law of 1937 (Gov. Code sec. 31540 et seq.);

WHEREAS, ICERS is administered by the Board of Retirement (together with ICERS hereinafter referred to as the “BOARD”); WHEREAS, pursuant to Gov. Code § 31529.5 and § 31607 the BOARD wishes to retain counsel to advise the Board on matters relating to public retirement law and investments; and WHEREAS, LAW FIRM is competent and qualified to act as counsel in these matters and is otherwise qualified to advise the BOARD on public retirement law and investment issues in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. Representation of ICERS. ICERS hereby retains the services of the

LAW FIRM as an independent contractor to advise and to assist in the legal representation of ICERS and its trustees, officers and employees in the matters referred to herein, and to provide such other advice, services and representation on related matters as may be assigned by the BOARD. Representation of ICERS shall include those legal services described in the LAW FIRM’s Response to Request for Proposal, dated June 21, 2018, which is attached hereto as an Attachment A and incorporated into this Agreement by reference, as well as any other legal services agreed to by the parties. The parties agree that ICERS and the ICERS Board of Retirement are the clients for the specific matters on which LAW FIRM is engaged, and that LAW FIRM shall not be deemed to represent any of ICERS' plan sponsors or retirement system members or beneficiaries, unless the parties expressly agree to do so in writing. Further, except as described below, LAW FIRM’s representation of ICERS and its Board does not include a representation of the individuals who, or entities that, are board members, officers, directors, partners, joint ventures, employees or members of such entities or their interests in such entities. There is no attorney-ICERS

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relationship between LAW FIRM and any such related person or entity. The attorney client privilege is solely between the ICERS and LAW FIRM, although communications between ICERS board members, officers, and staff with the LAW FIRM are privileged vis-a-vis outside persons or entities because of LAW FIRM’s representation of ICERS and its Board. Any proposed expansion of the representation to include any such related persons or entities shall be subject to and contingent upon execution of an engagement letter directly with those persons or entities. LAW FIRM has performed a conflict of interest check of current clients. Attorneys Christopher W. Waddell and Richard C. Miadich of the LAW FIRM shall perform the legal services for ICERS, and Attorney Christopher W. Waddell (hereinafter referred to as “ATTORNEY”) shall perform as the lead attorney for legal services to ICERS. LAW FIRM’s ATTORNEY shall be the primary attorney assigned to ICERS matters and shall miss no more than one (1) regularly scheduled board meeting per year, except in case of emergency or medical necessity. If LAWYER cannot attend a Board meeting a qualified attorney shall be available to attend.

2. Compensation and Reimbursement for Costs.

LAW FIRM shall be compensated and reimbursed for the cost of legal services to ICERS as described in Exhibit E – Fee Proposal, Option 2 of Attachment A of this Agreement.

3. Billing. LAW FIRM shall submit monthly billing statements to the ICERS

Administrator for the costs for services performed under this Agreement and ICERS shall pay its obligations to LAW FIRM within a reasonable time after receipt of billings. Such monthly statements shall indicate the services performed and reimbursable expenses incurred, the person(s) performing the services and provide an accounting of work time spent for which payment is requested under this Agreement. Fees will be charged in one-tenth hour increments, where appropriate. All payments by ICERS for expenses and services under this Agreement shall be sent directly to the following address:

Olson Hagel & Fishburn LLP 555 Capitol Mall, Suite 400 Sacramento, CA 95814-4503

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4. Coordination of Services. ATTORNEY shall consult with ICERS’s Administrator, Board, or others as directed by the ICERS’ Administrator concerning all substantive positions and procedural steps to be taken by ATTORNEY in the course of advice and representation rendered pursuant to this Agreement.

5. Term and Termination. This Agreement shall commence on the date set

forth above and continue for a period of three years. LAW FIRM and ICERS reserve the right in their discretion to terminate this Agreement at any time LAW FIRM or ICERS deem necessary or advisable upon sixty (60) days written notice to the other party. Upon receipt of such notice of termination, LAW FIRM shall provide no further services to ICERS without specific request or authorization of the ICERS Retirement Administrator. Services of LAW FIRM hereunder shall not be deemed terminated until LAW FIRM has had an opportunity to, and upon receipt of such notice of termination obtained leave of court to withdraw from any court proceeding concerning which LAW FIRM is attorney of record for ICERS. In the event of termination of this Agreement LAW FIRM shall immediately provide ICERS with all materials, documents and work product related to services performed under this Agreement.

6. No Assignment. The experience, skill and expertise of the ATTORNEY

is of the essence to this Agreement. LAW FIRM shall not assign (whether by assignment or novation) this Agreement or delegate their duties hereunder in whole or in part or any right of interest hereunder without the prior written consent of ICERS.

7. Amendment. This Agreement may be amended or modified only by

written agreement signed by each of the parties, and a failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or provisions.

8. Copies of Work LAW FIRM Will Provide to ICERS. LAW FIRM agrees

that all work product, including: complaint, motions, legal research, opinion letters, etc., may be copied by ICERS and provided by ICERS to other persons including other attorneys. After the Board takes its final action in a matter, LAW FIRM agrees to return case files and all resource material provided to LAW FIRM for preparation of the evidentiary hearing.

9. Destruction and Return of Files and Documents. Upon written

request, LAW FIRM shall turn over files, documents, and other property in LAW FIRM’s possession to ICERS. LAW FIRM shall keep any files, documents, and other property in LAW FIRM’s possession for a minimum of one year from the date that services under this Agreement are

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completed or terminated. LAW FIRM will send ICERS a notice at least thirty (30) days before discarding any file, document, or other property.

10. ICERS Retirement Administrator's Authority. The ICERS Administrator

shall have the authority to exercise ICERS's rights and authority under this Agreement.

11. Notices. All notices herein required shall be in writing, and delivered in

person or sent by certified mail, postage prepaid, addressed as follow: Imperial County Employees’ Retirement System (ICERS) Scott Jarvis, Administrator 1221 State Street El Centro, CA 92243 Tel. (760) 336-3132 E-mail. ScottJarvis@co.imperial.ca.us Olson Hagel & Fishburn LLP Christopher W. Waddell, Senior Attorney 555 Capitol Mall, Suite 400 Sacramento, CA 95814-4503 Tel. (916) 442-2952 E-mail. chris@olsonhagel.com or at such other address or to such other persons as either of the parties

may from time to time designate by written notice given as herein provided. Notice given by mail as required above shall be deemed delivered three (3) business days after mailing.

12. Insurance.

a. Coverage - Without in anyway affecting the indemnity herein provided and in addition thereto, LAW FIRM shall secure and maintain throughout the Agreement the following types of insurance with limits as shown.

Professional Liability - Professional liability insurance with

limits of at least $3,000,000 per claim or occurrence and $5,000,000 in the aggregate.

Commercial General – Commercial general liability coverage in the minimum amount of $1,000,000 per occurrence and $2,000.000. Automobile Liability – Automobile liability coverage

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combined single limit for any accident in the minimum amount of $1,000.000. Workers’ Compensation Coverage – To the extent required by law, Workers’ Compensation coverage, in full compliance with California statutory requirements, for all employees of the LAW FIRM and employer’s Liability in the minimum amount of $1,000.000.

b. Waiver of Subrogation Rights - LAW FIRM shall require the carriers of the above-required coverages to waive all rights of subrogation against the ICERS, its Trustees, officers, and employees.

c. Policies Primary and Non-Contributory - All policies required above

are to be primary and noncontributory with any insurance or self-insurance programs carried or administered by the ICERS or BOARD.

d. Proof of Coverage - LAW FIRM shall immediately furnish

certificates of insurance to the ICERS Administrator evidencing the insurance coverage, including endorsements, above required prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Retirement Administrator, and LAW FIRM shall maintain such insurance from the time LAW FIRM commences performance of services hereunder until the completion of such services. Within sixty (60) days of the commencement of this contract, the LAW FIRM shall furnish certified copies of the policies and all endorsements.

e. Failure to Have Insurance - In the event ICERS receives a notice of

cancellation concerning any of the required policies, or should fail to have in effect the required coverage at any time during this Agreement, ICERS may give notice to LAW FIRM to immediately suspend all activities and/or notice to reinstate or acquire the affected coverage. Should LAW FIRM fail to reinstate or acquire the affected coverage within ten (10) days of ICERS's notice to reinstate or acquire such coverage, ICERS may either terminate this Agreement, reinstate or acquire the affected coverage, and LAW FIRM shall reimburse ICERS for the necessary cost at ICERS's option. If LAW FIRM does not reimburse ICERS within ten (10) days after demand by ICERS, ICERS shall have the right to withhold from future amounts due under this Agreement or

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otherwise due to LAW FIRM the sum ICERS has expended until ICERS is reimbursed in full.

13. Arbitration. Arbitration shall be limited to any controversy or claim

between the parties concerning LAW FIRM’s billing for professional fees and costs, and shall be arbitrated under the Rules for Conduct of Arbitration of Fee Disputes and Other Related Matters. Judgment upon the arbitrator's award may be entered in any court having jurisdiction thereof.

14. Fees and Costs. If any arbitration or legal action is instituted to enforce

or declare any party’s rights hereunder, each party, regardless of which party is the prevailing party, must bear its own costs and attorneys’ fees. This paragraph shall not apply to those costs and LAW FIRM’s fees directly arising from any third party legal action against a party hereto and payable under paragraph 12, Insurance.

15. Venue. The parties acknowledge and agree that this Agreement was

entered into and intended to be performed in whole or substantial part in Imperial County, California. Notwithstanding this, the parties agree that the venue for any action or claim brought by any party to this Agreement will be the Imperial County Superior Court. Each party hereby waives any law or rule of court that would allow them to request or demand a change of venue.

16. Independent Contractor. It is understood that the contractual

relationship of the LAW FIRM to ICERS is that of independent contractor. 17. Agreement. The above terms and conditions constitute the complete

agreement between the parties hereto. This Agreement was jointly prepared by both parties and the language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto.

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IMPERIAL COUNTY EMPLOYEES’ OLSON HAGEL & FISHBURN, LLP RETIREMENT SYSTEM ______________________________ ______________________________ PATRICIA LIZARRAGA CHRISTOPHER W. WADDELL Vice Chairman Senior Attorney Board of Retirement Olson Hagel & Fishburn, LLP

Dated:_________________________ Dated:_________________________ ______________________________ SCOTT W. JARVIS Retirement Administrator ICERS

Dated:_________________________

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June 21,2018

VIA REGULAR MAIL

Scott Jarvis, Retirement Administrator

JUN 2 2. 2018

IMPERIAL COUNTY EMPLOYEES' RETIREMENT

SYSTEM

Imperial County Employees' Retirement System 1221 State Street El Cenh·o, CA 92243

RE: RESPONSE TO REQUEST FOR PROPOSAL-­BOARD OF RETIREMENT COUNSEL SERVICES

Dear Mr. Jarvis:

On behalf of the law firm of Olson Hagel & Fishburn, LLP, I would like to

thank ICERS for the opp011unity to present a response to your Request for

Proposal for Board of Retirement Counsel services.

Our Public Retirement Law practice is dedicated to providing legal advice,

representation and consulting services to state and local public retirement

systems. More broadly, our firm regularly advises public agencies as well as

other clients on the Califomia Public Records Act, the Ralph M. Brown Act,

the Political Refom1 Act and Government Code section 1090. I am the lead

attorney for our proposal and, if our firm is selected, would serve as the lead

attomey for this engagement. My direct e-mail address is

chri. @ol onhagcl.com and my other contact information is indicated on our

letterhead.

As reflected in the attached proposal and exhibits. our firm meets all of the

minimW11 requirements as defined in the RFP. Our firm will make available

all staff and other required resources necessary to the successful performance

of all services stated within the RFP. Although our firm is based in

Sacramento, I have a second home in San Diego and our fee proposal for non­

litigation services reflects the relative proximity of San Diego to El Centro.

www.olsonhogel.com

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