LOG OF RESPONSES TO PROPOSER QUESTIONS

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RFQ FOR LEGAL SERVICES

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Log of Responses to Proposer Questions – Page 1 of 6

LOG OF RESPONSES TO PROPOSER QUESTIONS

REQUEST FOR QUALIFICATIONS (RFQ) FOR

LEGAL SERVICES, PORT ATTORNEY’S OFFICE

PORT OF OAKLAND

530 WATER STREET, OAKLAND, CA, 94607

This Log of Responses to Proposer Questions is provided solely for the Proposers’

convenience; any interpretations or clarifications contained herein are without legal

effect. Only responses incorporated into formal written Addenda are binding. If a

Proposer believes that any response included herein does not constitute a complete and

clear answer to the question posed, it is Proposer’s sole responsibility to seek further

clarification from the Port before submitting a Proposal.

In some instances, the original Proposer question may be paraphrased for brevity or

clarity.

Proposers are cautioned that subsequent responses or contract Addenda may affect or

modify a response previously given.

Inquiries submitted after the deadline listed in the Request for Qualifications will not be

addressed in this Log of Responses to Proposer Questions.

RESPONSES POSTED ON APRIL 26, 2013:

Question 1:

Should the proposal be limited to a maximum number of pages?

Response 1:

There is no page limit, but proposals should be as brief and concise as

possible.

Question 2:

Can Port employees be used as references?

Response 2:

For this proposal, the Port Attorney requests that firms list references

outside of the Port.

Question 3:

Are you requesting just names and numbers of listed references, or

are you requesting letters from the listed references?

Response 3:

Names and numbers are sufficient.

Question 4:

Pursuant to the Port of Oakland Request for Qualifications for Legal

Services (“RFQ”), Section I.A., we are directing to you the following

question: Section III.4 requires each proposing firm to “Provide

three references, at least two of which should be from public

entities; ”does this mean three references per practice area on

which the firm is proposing, or three references in total?

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Question 5: For the “Litigation” practice area, are the Port’s claims insured

through a risk pool (self-insurance) which adhere to billing

guidelines that set a cap for hourly rates? If so, what are they?

Response 5:

The Port maintains various insurance policies covering various types of

risk. There are billing guidelines issued by insurance carriers for some of

the insurance policies, some of which include rate caps. The firms should

list their proposed billing rates.

Question 6: For “Finance/Tax” practice area, could you please describe what

type of finance and tax matters the outside counsel may handle?

Response 6:

Matters in the Finance/Tax practice area include tax exempt bond

financings, letter of credit substitution for the Port’s commercial paper

program and state and local tax law issues that arise from time to time.

Question 7: Our firm represents many public agencies. At times, our clients are

adverse (or potentially adverse) to each other. In these situations,

we conform to the ethical rules of the State Bar. If such a situation

occurs with the Port, what is the Port’s stance on a firm that is able

to address the conflict by obtaining waivers and forming ethical

walls among attorneys within the firm and within the practice area?

Response 7:

Waivers are generally disfavored; however, the Port Attorney will review

each waiver request on a case-by-case basis.

Question 8: Does the Port encourage or discourage a scenario where a firm may

partner with (e.g., by way of joint venture or other contractual

relationship) another sole practitioner and/or a small firm to assist in

handling certain specialized practice areas?

Response 8:

The Port Attorney will consider such a scenario. Please provide the

qualifications of the proposed sole practitioner or small firm you are

proposing to joint venture or contract with and explain why such an

arrangement adds value to the Port or improves the quality of the legal

services you will provide.

Question 9: Is there a set term or length of time for a legal services contract for

any firm selected in response to the RFQ?

Response 9:

Retentions are usually assigned on a matter-specific basis as they arise,

with a term reasonably approximating the time necessary to resolve the

matter, subject to the Port Attorneys’ termination at his discretion with

notice. Please see the form of retention agreement.

Question 10: Insurance Requirements in Section IV, page 6 of RFQ: In Section IV,

the RFQ indicates that, in limited circumstances, the Port may lower

the required insurance coverage amounts. Can the Port clarify the

circumstances in which the Port would lower the coverage amounts

required in Section IV?

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Response 10:

The Port’s Risk Manager sets insurance requirements for all Port

contracts. The Risk Manager, in her sole discretion, may lower the

insurance requirements contained in the RFQ, if she believes that the

amount of the contract, the size of the firm, the type of legal services

being performed and the type or risks involved warrant such reduction.

Question 11: The sample retention agreement attached as Attachment 1 (page 9)

of the RFQ states that as part of the scope of work, law firms must

comply with the “Hiscox Casualty Division – Technology, Media,

Professional Liability and Management Liability Guidelines for North

American Defense Counsel”. Can the Port provide a copy of the

guidelines referenced above?

Response 11:

A copy of the guidelines is attached.

Question 12:

Do you prefer separate proposals for the various practices listed in

the Scope of Services, or is one proposal covering all areas

acceptable?

Response 12:

One proposal covering all areas is acceptable.

Question 13: Besides the Shipping Act which is specifically referenced in the

RFQ, could you please describe in more detail the maritime

regulatory issues involving the Port of Oakland?

Response 13:

In addition to the Shipping Act, regulatory issues may include

regulations related to the federal Water Resources Development Act,

the federal navigational servitude, federal and state security

requirements, CEQA, NEPA, air quality regulations, various

environmental regulations, trucking and goods movement regulations,

the Surface Transportation Board, the California Public Utilities

Commission, the Tidelands Trust Doctrine, and many others that may

relate to or govern shipping carriers, stevedores, maritime terminal

operators, the trucking industry, railroads, utilities, foreign governmental

officials, foreign investment in the United States, international trade and

other activities that port authorities in the United States engage in.

Question 14: If we bid on an area of work, do we have to agree to perform all of

the services listed under the area? For example, under the Scope of

Services “5. Aviation/Maritime/Transportation” area, the firm would

be well-equipped to handle matters related to maritime, but would

not propose to handle matters related to aviation and transportation

matters?

Response 14:

A

firm can propose on select practice areas (e.g. just maritime), not all

practice areas listed in one section.

Question 15:

Can you please provide a brief description of the intellectual

property matters that are most important to the Port of Oakland (e.g.

enforcement, procurement, licensing)?

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Response 15:

Intellectual property matters will mainly involve reviewing Port’s

contracts provisions relating to ownership and use of and liability for

intellectual properties. There may be a retention for review of the Port’s

trademark assets (and identifying potential copyright and patent assets).

Question 16: Can you please provide an idea of what types of intellectual property

are most important to the Port of Oakland (e.g. trademark, copyright,

patent, trade secret)?

Response 16:

Please see Response 15.

Question 17:

Is the Port of Oakland active in enforcing other people’s intellectual

property rights? For example, does the Port of Oakland have issues

with enforcing injunctions regarding the importation of goods

because of intellectual property infringement?

Response 17:

This question calls for attorney-client privileged information. Please see

Response 15.

Question 18: Can you please provide a breakdown of the Port of Oakland’s legal

spending for 2010, 2011, and 2012, by the areas of law included in

this RFQ?

Response 18:

The Port’s total outside counsel expenditures (including litigation,

claims, and advisory services) were $5,137,568 for FY11-12,

$7,400,587 for FY10-11, and $6,481,975 for FY09-10. Breakdowns by

areas of law have not been compiled and is not available.

Question 19: Can you please provide the total number of employees employed by

the Port of Oakland? Of these employees, how many are unionized,

and within which unions?

Response 19:

For FY12-13, the Port had 492 budgeted FTEs and 456 total employees

as of April 25, 2013. Other than senior management and the labor

relations staff, all of the employees at the Port are in one of four unions:

Service Employees International Union Local 790 (“SEIU”) (220

employees), Western Council of Engineers (“WCE”) (34 employees),

International Brotherhood of Electrical Workers, Local 1245 (“IBEW”)

(33 employees) or International Federation of Professional & Technical

Engineers (“Local 21”) (152 employees).

Question 20: Section VI of the RFQ states, “These rates shall remain firm for the

term of the services provided, unless approved by the Port

Attorney.” Please define the term of services?

Response 20: Please see Response 9.

Question 21: On page 10 of the RFQ, the Sample Retention Letter states “Total

fees and reimbursable costs on this matter may not exceed [Dollar

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Amount] without my written authorization in advance.” Please

clarify who will determine the not-to-exceed dollar amount – the firm

or the Port of Oakland?

Response 21:

The Port Attorney.

Question

22:

Can the Port make available a preliminary estimate of how

many "projects" or assignments by practice area and/or timeframe it

may direct to outside counsel?

Response 22:

This information is not available at this time.

Question 23: Can the Port share any comments on or representative examples of

its historical use of outside legal counsel? (e.g., number of

"occurrences" necessitating the use of outside counsel, practice

areas involved, role of staff on those projects and role of outside

counsel on those projects.)

Response 23:

Please see Response 18.

Question 24: Can the Port share budget allocations or projections related to its

use of outside counsel for this and future fiscal years?

Response 24:

Please see Response 18. Future projections are not available.

Question 25: What law firms has the Port used by practice area in the past 36

months?

Response 25:

This information is not available at this time and may contain

attorney-client privileged information.

Question 26: Can a Port attorney be offered as a reference?

Response 26:

No.

Question 27: Section III, number 5 - Should this question be answered for each

practice area that we are submitting qualifications for, or one time

with respect to all practice areas?

Response 27:

Each practice area.

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ATTACHMENTS

I) Hiscox – Casualty Division – Technology, Media, Professional Liability

Guidelines for North American Defense Counsel

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HISCOX

Hiscox

Casualty Division - Technology, Media,

Professional Liability and Management Liability

Guidelines for North American Defense Counsel

All communications about or in fulfillment of these guidelines should be directed to the assigned claims professional or: Nicole Goodwin, Esq.

Head of Claims Chief Claims Counsel

nicole.goodwin@hiscox.com (646) 452 2368

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HI bOOX

Guidelines for North American Defense Counsel

Applicability of and agreement to guidelines

These guidelines apply to every law firm and individual attorney appointed or retained by Hiscox to defend its

insureds in North America. They also apply to every law firm and individual attorney who request to be and is included by Hiscox on its List of Recommended North America Defense Counsel.

A law firm's or lawyer's (a) agreement to defend a Hiscox insured, or (b) request to be included on Hiscox's List of Recommended North America Defense Counsel, constitutes agreement to these guidelines. Law firms or lawyers not wishing to accept these guidelines must decline the appointment or retention or not make the request.

Purpose of the guidelines

As with all matters respecting the defense of its insureds, Hiscox's principal goal with these guidelines is to effectuate the prompt, successful and satisfactory resolution of claims against its insureds, whether that means resolving a claim at the pre-litigation stage or vigorously defending the matter through trial and appeal.

Hiscox believes that the practice of law is a profession and that substantial deference is due to the judgment and

practices of qualified professionals. In this regard, nothing in these guidelines is intended to or should be construed

to limit the professional judgment or conduct of a lawyer in the defense of an insured. Rather, the guidelines are intended to establish reporting, billing and other administrative procedures, so that Hiscox may fulfill its own duty to

its insureds to ensure that they are provided an appropriate defense.

It is incumbent on counsel to notify Hiscox if they believe that the guidelines in any way inhibit the full and zealous defense of an insured. We are always willing to consider requests for exceptions to these guidelines, but such requests are best received when made in advance of the need.

Conflicts

Hiscox expects that lawyers appointed or retained to represent its insureds will timely undertake all appropriate

reviews for actual or potential conflicts and make prompt disclosure to the insured and Hiscox accordingly.

In addition, however, Hiscox generally will not appoint or retain as defense counsel, and will not list as recommended

counsel, lawyers or law firms who regularly represent plaintiffs in claims against the types of entities and professional

we insure.

Confidentiality

The insurance contract and sections of these guidelines require that the insured and defense counsel provide certain information to Hiscox in connection with the defense of a claim. Applicable law governs the circumstances in and

extent to which information provided by defense counsel or the insured to Hiscox will be privileged as against

disclosure to others. It is Hiscox's position that it shares a joint interest with its insured in the defense of claims

against that insured for the obvious reason that both the insured and Hiscox may have financial liability for defense

costs, damages, or other loss in connection with such claims. In light of that joint interest, Hiscox believes that the

attorney-client privilege and work product doctrines will extend to protect otherwise privileged information provided

to it in connection with the defense, and Hiscox will take reasonable steps to ensure that such information remains privileged when provided to Hiscox. Acceptance by counsel of an appointment or retention to which these guidelines apply represents recognition of that joint interest and agreement to respect it. Hiscox assumes that defense counsel will take any necessary additional steps to ensure that the joint interest would be recognized and the applicable privileges maintained.

In addition to the ordinary principles governing attorney-client confidentiality, please note that some of Hiscox's insurance contracts limit the circumstances in which the fact of and/or information concerning the terms of the insurance policy, including its limits of liability, may be disclosed. Counsel generally must not disclose information concerning the insurance afforded by Hiscox unless required by law to do so (such as in discovery). To the extent practicable, please provide advance notice to Hiscox of any such disclosure of insurance information.

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Guidelines for North American Defense Counsel

Reporting and budgeting

Neither defendants nor theirinsurance carrierslike surprises, particularly unpleasant ones. Counsel's goal in communicating with Hiscox during the lifeof a claim should be to avoid surprises, whether regarding the exposure to damages, the

availability of a key piece of evidence, or the likely costs of defending the case.

Our role in the defense

Our approval is required whenever counsel would ordinarily need (or want) client approval. Consequently, counsel must timely advise us of all material developments and seek our approval before undertaking more than ministerial steps. Unless otherwise explicitly provided for in the applicable policy, no settlement offer may be made or accepted without our prior approval. In circumstances where the insured controls the defense, Hiscox's prior approval is required for any expenditure only upon the exhaustion of the applicable deductible or retention.

We very much prefer that the insured and Hiscox be simultaneously informed of material developments or events, and that our joint approval be sought for all such steps. In certain circumstances, Hiscox may have the right to take action in a case without the insured's approval, and we do not waive that right by requesting joint notice and joint approval in these guidelines.

Hiscox's claims professionals have substantial experience addressing claims in the areas in which Hiscox provides insurance, and we will be pleased to make the full extent of our knowledge base available to our insureds and their

counsel.

Means of communication

We prefer to communicate by email in almost all circumstances, provided that you take appropriate steps to protect client confidentiality. We obviously are available by telephone whenever a discussion would be useful, and will meet in person as appropriate to the case. When the nature of an item requires it (such as an affidavit with videotapes attached to it as exhibits), postal mail is preferred over express delivery. We discourage the use of faxes. PLEASE do NOT send the same document by more than one means.

Initial report and estimate of likely litigation expenses

Counsel will promptly provide to Hiscox and the insured an initial written report and estimate of likely litigation

expenses. This report should be submitted prior to the first major litigation deadline (such as the due date for a

responsive pleading) and in any event no later than 30 days after appointment. We understand that some matters may

warrant a different schedule, but even in such circumstances, counsel should submit, within the stated deadline, a brief, written explanation of why a deferred report and expense estimate is appropriate.

The initial report should summarize the claim, the known facts relevant to it and key areas for further investigation; provide an initial assessment of risk (that is, the chance that the insured will prevail); an initial assessment of exposure (that is, the likely amount of a judgment if the plaintiff were to prevail); and the current plan for the defense of the case.

The report is intended to provide to Hiscox an accurate overview of the claim, and need not be exhaustive. In many

cases, three or four pages may be adequate for this task.

The estimate of likely litigation expenses should be derived from the plan for the defense of the case. It should include

a brief description of timekeepers to be assigned to the matter, including their rates, and a description, by phase of

litigation, of the fees and costs likely to be incurred based on current information. The estimate of likely litigation expenses should be provided in narrative form, dividing the litigation into logical stages based on your current understanding of the facts and your proposed strategy. For each stage, describe generally the tasks you expect to perform and, where not self-evident, the reasons why they likely will or may be required. Also provide an estimate (which may be in the form of a range) for the fees and costs you presently expect to incur in connection with that stage. If there is an issue or circumstance in a particular stage that may cause the incurrence of unusual expense, please provide more detailed discussion of it.

If you anticipate the need for e-discovery, please provide a separate litigation plan entry (or a sub-entry under the overall discovery plan), which includes a description of the necessary e-discovery and what is likely to be discovered, the estimated cost, and, if appropriate and available, the e-discovery vendor you propose to use for technical

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Guidelines for North American Defense Counsel

assistance in identifying a highly competent, cost-effective vendor.

We understand that some stages of the litigation may unfold simultaneously, and we are not asking for a linear or time-line plan or budget. Rather, we are asking for your best estimate of total fees and costs for stages or pieces of

the litigation, assuming that the case proceeds to each such stage. We deliberately have not imposed a specific scheme or set of headings so that you may present the relevant information in the manner most appropriate to the

case at hand. The point, however, is to provide to us an accurate framework for understanding the likely costs of

defense, based on currently available information. That framework, which you may revise from time to time throughout the case based on developments, will form the basis for any discussions we may have about substantial departures

from estimated costs.

After we receive the report, we likely will request a telephone conference or meeting to discuss the planned strategy

with counsel and the insured.

Updated reports and estimates of likely litigation expenses

Counsel will provide to Hiscox and the insured written, updated reports and estimates of expenses at the completion of each material phase of a case. In many cases, this will mean that updated reports will be required after a

preliminary motion to dismiss has been ruled upon; after discovery has been completed; after a summary judgment motion has been ruled upon; and at the time of the final pretrial conference. There may be other events in the life of a case that warrant a formal, updated report. At the same time, the estimate of likely litigation expenses should be updated based on the then-available information. Even if there have been no developments that otherwise merit a report, counsel must so advise Hiscox at least quarterly. A simple email indicating, no material developments since our last report dated xx/xx/20xx, will be sufficient for this purpose.

In any event, counsel must provide an updated pretrial report not later than 60 days prior to the scheduled trial date.

Reporting material developments

Whenever there is a material development in a case - that is, a development that a reasonable client would want to know about - counsel will immediately provide to Hiscox and the insured a brief interim report summarizing the event and its significance for the case. In many instances, an email consisting of a paragraph or two will suffice for this

purpose.

All settlement communications are material and must be reported to both the insured and to Hiscox immediately. When preparing for mediation, we would also appreciate your written settlement evaluation and recommendation as far in advance of the mediation as possible, but no less than 30 days prior to the mediation date.

Review of draft pleadings and other documents

Counsel will provide to us, in draft, sufficiently in advance of the filing deadline to afford us meaningful opportunity to make substantive comments, copies of (a) all potentially dispositive court documents, such as motions to dismiss or for summary judgment and appeal briefs; (b) mediation or settlement conference statements; and (c) final pretrial statements, trial briefs, proposed and approved jury instructions and similar trial-related documents. Counsel shall specify in the covering correspondence the time and date by which Hiscox must return any comments on behalf of its insured. In addition, we would appreciate the opportunity to review any proposed settlement agreement or release at the time it is circulated among the parties.

Counsel will provide to us copies of the final versions of all substantive court documents, court orders, written discovery responses, and substantive correspondence.

Staffing

Other than in emergency or one-off situations (e.g., responding to an application for a TRO, staffing an ancillary proceeding in another jurisdiction with a colleague from a local firm office, dealing simultaneously with multiple pre-trial motions in limine), where counsel believes that it will be necessary to assign more than two attorneys to a

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HI bCXJ/x

Guidelines for North American Defense Counsel

matter, Hiscox's advance approval is required.

Hiscox will not routinely pay for more than one timekeeper to perform a particular task, such as attending a deposition or a hearing. We recognize, however, that involvement by two timekeepers is sometimes warranted, and Hiscox will agree to staffing two timekeepers to perform the same task in circumstances where it is reasonable and appropriate

to do so.

Hiscox understands that many of the matters involving its insureds may require the collaborative efforts of more than one, and sometimes two, attorneys. This guideline is not intended to apply to tasks which must be performed by each involved attorney as a matter of course to keep abreast of developments in the litigation (e.g., review of key

correspondence and pleadings), nor should it limit the ability of two attorneys working together on a matter to confer with one another as appropriate and reasonable.

In the usual case, Hiscox expects that at least one of the attorneys assigned to a matter will be admitted in the jurisdiction where litigation is pending. Except with advance approval, Hiscox will not pay fees or costs incurred by separate local counsel when lead counsel is not admitted in the jurisdiction.

Billing

Hiscox believes that defense counsel should be paid promptly and fully for all reasonable fees and costs incurred in the defense of a claim. Increases in counsel's hourly rate require our advance approval and should not be requested more than once per year. Whether or not such increases will apply to claims already being defended by the law firm at the time of the request is within Hiscox's discretion and will be discussed with the law firm at the time of such request.

Submission of invoices

Counsel will submit invoices monthly (except that counsel may elect to hold back an invoice where the total new fees and costs incurred are less than $1,000). Copies must be provided simultaneously to the insured and to Hiscox. Hiscox prefers to receive bills by email. Mailing paper copies is acceptable but will delay payment to counsel. Hiscox will notify the insured and defense counsel concerning the applicable deductible or self-insured retention ("deductible") and the insured will be responsible for payment of invoices that fall within the deductible. Payment by the insured of any invoice within the deductible shall not prevent Hiscox from thereafter obtaining credit in the event charges on such invoice are unreasonable.

For invoices above the deductible, Hiscox will make its best efforts to review, approve and pay the invoice within 30 days of receipt. Hiscox funds claim payments via wire transfer, so please include your firm's bank account information on all invoices to allow us to accomplish payment by wire.

We assume that counsel will observe current professional standards in billing. Among other things, this means that each invoice will reflect time breakdowns by task (rather than block billing), and that the invoice will include a summary, by timekeeper, of hours billed, the hourly rate, and the total billed. Description of tasks performed must be sufficiently detailed so that we can understand the relevance of the task to the case. For example, "telephone call" is not a sufficient description, telephone call with plaintiff's counsel regarding settlement, however, would be sufficient. We reserve the right at any time during the life of a matter to require changes in the format or content of your bills if necessary to bring them within professional standards

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Guidelines for North American Defense Counsel

Disbursements

Except in extraordinary circumstances, Hiscox will not pay third-party vendors directly. Rather, the law firm should advance payment to the vendor for services necessary to the litigation and include those disbursements, without mark-up, on its monthly statements. Where that would impose a particular burden on counsel, advance approval for direct payment by Hiscox to the vendor should be requested.

Disbursements should be itemized and described on your invoice. Back-up (that is, copies of receipts or invoices) is required for the following types of disbursements: (a) out-of-town travel and (b) items over $500. We may request other back-up at any time. The following disbursements require our advance approval: (a) Expert witness or litigation consultant fees and (b) items over $2,500.

Items for which it is inappropriate to bill

Hiscox considers it presumptively unreasonable to bill for, and it therefore will not pay for the following:

computerized legal research charges, except where shown to be case-specific, not included in a flat-rate contract with the vendor, and passed through at actual cost.

secretarial, administrative, word processing, filing or similar support staff time, regardless of whether on an overtime or temporary basis

local telephone and cellular telephone service charges

meals other than when on out-of-town travel, duringtrial, or for a thirdparty, such as a witness at an all-day deposition.

time spent on billing related matters time spent on coverage related matters

fees or disbursements in connection with pro hac vice or other bar admissions mark-up on vendor invoices

in-house photocopying charges in excess of the actual cost (or reasonable estimate thereof).

Billing issues and mandatory arbitration

While we seldom have experienced disputes with defense counsel over billing, Hiscox reserves the right to deny payment for any fee or expense not reasonably incurred in the context of the case at hand. In the event of a dispute,

we shall have the right to review and audit the legal and billing files relevant to the matter. Should we be unable to

resolve a dispute over your bills by informal discussion or, by mutual consent, formal mediation, you and we agree

that we will submit any dispute over your bills to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be in a city in North America where you or we maintain an office, at the option of the party initiating arbitration.

We recognize that some jurisdictions require counsel to obtain a countersigned engagement letter in certain

circumstances. Where Hiscox has the duty to defend its insured, the engagement letter should be addressed jointlyto

the assigned claims professional at Hiscox and to the insured. The letter must provide that these guidelines will prevail over any inconsistent provision in such engagement letter.

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HISCOX

To Whom It May Concern,

In connection with the requirements for the IRS Form 1099-MISC, please provide us with the following information:

FEIN# or Social Security #

Name of person or company for tax id # (above)

1099 MISC Mailing Address for mailing 1099 MISC

If company, is it incorporated? Is the company/individual an attorney? Signed Name

Thank you in advance for your cooperation.

Hiscox

520 Madison Ave, 32nd Floor

New York. NY 10022

Date

T +1 646 452 2353 F +1 212 922 9652 www.hiscox.com