AGREEMENT FOR LEGAL SERVICESBETWEEN

THE CITY OF RICHMONDAND

BRISCOE IVESTER & BAZEL, LLP

THIS AGREEMENT FOR LEGAL SERVICES (this "Agreement") is madebetween the City of Richmond ("City") and Briscoe Ivester & Bazel, LLP ("LawFirm") for legal services pertaining to processing Subaru vehicles at the Port. Theparties hereby agree as follows:

1. Parties. The parties to this Agreement are the City of Richmond(herein referred to as the "City") and the following named Law Firm:

Law Firm Name: Briscoe Ivester & Bazel, LLPStreet Address: 155 Sansome StreetCity, State, Zip Code: San Francisco, CA 94104Contact Person: Christian MarshTelephone: (415) 402-2703E-Mail: cmarsh@briscoelaw.net

2. Term. The effective date of this Agreement is January 14, 2011,and it terminates on December 31, 2011, unless terminated asprovided herein.

3. Payment Limit. City's total payments to Law Firm under thisAgreement shall not exceed $10,000.00. City shall not pay forservices that exceed this Payment Limit unless a contract amendmenthas been approved by the City Councilor the City Manager.

4. Description of Project or Scope of Services. Law Firm shall renderlegal advice regarding processing Subaru vehicles at the Port. LawFirm retains the discretion to decline to render legal advice or performlegal services for any reason, including without limitation, possibleconflicts of interest with its other clients. Law Firm shall notify City,through City Attorney's Office immediately if it decides to decline torender legal advice or perform legal services

5. Hourly Rates. Attorney's billing rate is $390.00 per hour. LegalAssistant's billing rate is $150.00 per hour

6. Billing Requirements and Manner of Payment. Law Firm's billingpractices and statements shall conform to the requirements of ExhibitC. Billing statements which comply with the requirements of Exhibit Cshall be paid as soon as practicable following approval by the City.

Law Firm acknowledges that such approval may take as long as 45days following City's receipt of such statement).

7. General Conditions. This Agreement is subject to the GeneralConditions (Exhibit D) which are attached hereto and incorporatedherein by this reference.

8. Conflict Waiver. This Agreement is subject to the Conflict Waiver(Exhibit E), if any, which is attached hereto and incorporated herein bythis reference.

9. Insurance. Pursuant to Business & Professions Code Section 6171,Law Firm shall maintain the errors and omissions insurance coveragerequired in Exhibit F. Law Firm may be required to provide proof ofsatisfactory insurance coverage to the City.

10. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND Briscoe Ivester & Bazel, LLP

J)~/_-City Manager-

Attest:

BY~~

Approved as to form:

B~

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EXHIBIT A

Scope of Services

Law Firm shall render services concerning the processing of Subaru vehiclesat the Port of Richmond, including analysis and preparation of any requireddocumentation under the California Environmental Quality Act (CEQA).

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EXHIBIT B

Hourly Rates

Law Firm anticipates that the primary attorney(s) working on this matter willbe John Briscoe and Christian Marsh. The billing rate for both Mr. Briscoe andMr. Marsh shall be $390.00 per hour.

Legal Assistant(s) $150/per hour

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EXHIBIT C

Billing Requirements

Law Firm shall issue billing statements on a monthly basis, which shall besent to the attention of the Richmond City Attorney's Office.

Law Firm acknowledges that due to the requirements of City's outsideauditors, Law Firm's billing statements must be detailed and accurate.Accordingly, each billing statement shall: (1) set forth the total amount LawFirm has billed to date under the Agreement and (2) be accompanied by asummary of its legal work in the month represented by the statement.

In addition, the following requirements shall apply:

1. Photocopying costs should not exceed $.20/page. Please break outthe number of copies being billed and the unit cost per copy in additionto the total payment requested (e.g., 230 copies at $.20/page =$46.00).

2. Telecopy or facsimile charges should not exceed $1.00 per page.Please break out in the same manner as photocopies.

3. Services, such as attorney services or process servers, messengersand couriers, private investigators, court reporters, appraisers, experts,copiers and similar services will be reimbursed only at actual cost.Please provide a copy of the invoice with detail at the same time thebill is submitted. Before retaining private investigators, appraisers, orexperts, approval must be obtained from City Attorney's Office. TheCity reserves the right to decline to pay for the excessive use ofmessengers and couriers.

4. The City reserves the right to decline to pay for unnecessary work suchas attendance at depositions by more than one Law Firm attorney fortraining purposes.

5. Court filing fees are generally not reimbursable, as the City is exemptfrom them under Government Code § 6103.

6. Cellular telephone and long-distance telephone charges will bereimbursed only at actual cost. Please provide documentationshowing how the charges were calculated and any back-updocumentation available, such as copies of phone bills.

7. Travel and mileage charges should not exceed rates allowed by theInternal Revenue Service for taxpayers. Please provide the miles

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8. traveled, rate of reimbursement and person reimbursed for mileage.Receipts for hotel and parking must be provided. In-state travelexpenses shall not be reimbursable if City's fees are based on apercentage of the principal amount of a securities issuance. Out-of-state travel will not be reimbursed without prior written City approval.

9. Costs designated as "miscellaneous," "word processing," "secretarial,""Lexis," or "Westlaw" are not reimbursable.

1O. No advance retainer shall be required under this Agreement.

11. When Law Firm's accrued billings are equal to eighty percent (80%) ofthe Payment Limit, Law Firm shall give written notice to City as soonas possible, via e-mail, to the City Attorney's Office, of this fact. Inorder to satisfy this notification requirement, Law Firm shall monitor itsaccrued billings on a weekly basis and immediately notify the CityAttorney if the eighty percent (80%) threshold is met. Law Firmacknowledges and agrees that the City is not authorized to pay anyamounts in excess of the Payment Limit, except as it may be amendedby the Council.

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EXHIBIT 0

General Provisions

1. Independent Contractor. Law Firm acknowledges and represents thatit is an independent contractor. This Agreement shall not be construedas a contract of employment.

2. Professional Ability. Law Firm acknowledges that it holds itself out asa specialist in the services provided herein, and shall be held to thestandard of care for specialists in the same field. The Cityacknowledges that Law Firm cannot make any promise or guaranteewith respect to the outcome of any transaction or litigation. The Cityalso acknowledges that any statement made by Law Firm with respectto the outcome or resolution of a matter is a legal opinion, not apromise or guarantee.

3. Termination. The City may terminate this Agreement at any time forany reason upon written notice. Law Firm may terminate thisAgreement in accordance with the California Rules of ProfessionalConduct.

4. Non-Liability of City Officials and Employees. No City official oremployee shall be personally liable for any default or liability under thisAgreement.

5. Integration. This Agreement constitutes the entire agreement betweenthe parties concerning the subject matter hereof and supersedes anyprevious oral or written agreement; provided, however, thatcorrespondence or documents exchanged between Law Firm and Citymay be used to assist in the interpretation of the exhibits to thisAgreement. This Agreement may be modified or amended only by asubsequent written instrument executed by both parties.

6. Conflicting Provisions. In the event of a conflict between the terms andconditions of this Agreement and those of any exhibit or attachmenthereto, this Agreement proper shall prevail over those prepared byLaw Firm.

7. Timeliness. All services rendered hereunder shall be performed in atimely manner.

8. Confidentiality. To the extent permissible under law, Law Firm shallkeep confidential its obligations herein and the information acquiredduring the performance of its services hereunder.

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9. File Retention. Once services rendered hereunder have concluded,Law Firm may close its files and send them to storage. Law Firm shallgive City notice before it sends the files to storage, and if the City doesnot request the City's files at that time, the Law Firm shall retain saidfiles for a period of three years. If the City does not request delivery ofthe City's files before the end of the three-year period, the City agreesthat Law Firm has no further obligation to retain them and may, at itsdiscretion, destroy them.

10. Third Parties. Nothing herein shall be interpreted as creating anyrights or benefits in any third parties.

11. Governing Law and Venue. This Agreement shall be construed inaccordance with the law of the State of California without regard toprinciples of conflicts of law.

12. JUry Trial. The parties hereby waive their federal and stateconstitutional right to a jury trial for any matter arising under, inconnection with, or as a result of, this Agreement.

13. Claim. Any claim by Law Firm against City hereunder shall be subjectto Government Code §§ 8900 et seq. The claim's presentationprovisions of said Act are hereby modified such that the presentation ofall claims hereunder to City shall be waived if not made within sixmonths after accrual of the cause of action.

14. Interpretation. This Agreement shall be interpreted as if drafted byboth parties.

15. Severance. Any provision of this Agreement found to be invalid orunenforceable shall be deemed severed, and all remaining provisionsof this Agreement shall remain enforceable.

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EXHIBIT E

Conflict Waiver

Subject to Law Firm's written confirmation that no conflicts exist, or if a conflictexists and the City agrees to waive the conflict, Law Firm acknowledges,represents and warrants that Law Firm shall avoid all conflicts of interest underthe California Rules of Professional Conduct, the Political Reform Act(Government Code § 81000 et seq.), Government Code § 1090 et seq., andcommon law, except as expressly waived by the City.

Notwithstanding the foregoing, the Contractor may, from time to time, representland owners and other development interests in land-use matters pending beforethe City. The City agrees to waive any future claims that, by reason of thisAgreement, the Contractor is barred from representing such other clients thatmay be adverse to the City on matters unrelated to the subject of thisengagement.

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EXHIBIT F

Insurance

Pursuant to Business & Professions Code § 6171 J Law Firm shall maintain theerrors and omissions insurance coverage required by the "City of Richmond -Insurance Requirements for Contractors: Professional Services" which isattached hereto and incorporated herein by this reference. Law Firm may berequired to provide proof of satisfactory insurance coverage to the City.(Insurance requirements which are set forth in Exhibit F that are waived by Citydo not require amendments or revisions to this Agreement.)

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