Loading...
HomeMy WebLinkAbout04.j. Approve agreement with Meyers Nave/KreisbergCentral Contra Costa Sanitary District , ' BOARD OF DIRECTORS • J POSITION PAPER Board Meeting Date: August 4, 2011 Subject: CONSIDER A CONTRACT FOR LABOR NEGOTIATION AND BENEFIT CONSULTING SERVICES WITH MEYERS NAVE FOR EDWARD L. KREISBERG, ESQ. FOR THE PERIOD BETWEEN AUGUST 4, 2011 THROUGH AUGUST, 3, 2013 AND AUTHORIZE THE BOARD PRESIDENT TO EXECUTE THE CONTRACT Submitted By: Initiating Dept. /Div,: Randall M. Musgraves Administration Director of Administration REVIEWED AND RECOMMENDED FOR BOARD ACTION: . M raves James M. Ko#yl General MaOrager ISSUE: The contract for labor negotiation and benefit consulting services with Meyers Nave for Edward L. Kreisberg requires approval by the Board of Directors. The term of the contract is approximately two years. RECOMMENDATION: Approve the contract with Meyers Nave for Edward L. Kreisberg for labor negotiation and benefit consulting services, and authorize the Board President to execute the contract. FINANCIAL IMPACTS: The negotiated rates represented are consistent with the current contract with Kenton L. Alm and Meyers Nave. ALTERNATIVES /CONSIDERATIONS: None recommended. BACKGROUND: The Board of Directors interviewed three candidate consultants to provide labor negotiation and benefit services on July 12, 2011. The Board selected Edward L. Kreisberg of Meyers Nave to provide both labor negotiation and benefit consulting services. Mr. Kreisberg has agreed to the same terms and conditions of Kenton L. Alm's contract approved on November 4, 2010. The proposed contract is attached. RECOMMENDED BOARD ACTION: Approve the contract with Meyers Nave for Edward L. Kreisberg for labor negotiation and benefit consulting services, and authorize the Board President to execute the contract. NAGM \Position Paper Drafts\201 1 \Contract negotiations & benefits - Kreisberg.doc 555 12th Street, Suite 1500 Oakland, California 94607 tel 510.808.2000 fax 510.444.1108 www.meyersnave.com July 28, 2011 Barbara Hockett, Board President Honorable Board Members Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Re: Engagement ofLegal Services Dear Board Members% Edward L. Kreisberg Attorney at law ekreisberg @meyersnave.com Thank you for retaining Meyers, Nave, Riback, Silver & Wilson ("Meyers Nave ") to perform legal services in connection with the Central Contra Costa Sanitary District ( "CCCSD or the District") of which you are the Board President. We appreciate the opportunity to serve as your lawyers and look forward to working with you. This letter sets forth our agreement concerning the legal services we. will provide and our fee arrangements for those services. 1. Scope of Engagement. We will provide the legal services reasonably required to represent and advise you in connection with labor and employment matters, in particular labor negotiation and benefit advice services. Our work is limited to such services. We will also provide legal services for additional labor and employment matters that you request of us, provided we agree to perform that additional work. A letter confirming such additional work shall bring such work within the scope of this agreement. 2. Term of Agreement. Meyers Nave shall serve as the District Negotiations and Benefit Counsel and provide such legal services from August 4, 2011 through August 3, 2013 in accord with the hourly rates and definitions set forth in Attachment 1. 3. Fees and Personnel. As compensation for our services, our fees will be based on our current billing rate for the personnel performing services under this agreement at the time such services are rendered for hourly work shall be as specified. Billing rates for attorneys and paralegals hourly, are set forth in Attachment 1. Edward L. Kreisberg will be the principal in charge of representing your interests as District Negotiations and Benefit Counsel. If other attorneys and /or paralegals are assigned to work on your matter, then the hourly rates billed for those individuals will be consistent with Barbara Hockett, Board President July 28, 2011 Page 2 Attachment 1. This agreement retains the legal services of our law firm. The hourly rates are subject to change, during the term of this agreement as set forth in Attachment 1. 4. Basis for Fees. Any adjustment to the fees set forth in Attachment 1 must be agreed to in writing by the District and Meyers Nave. While the hourly rates are the most important factor we use in determining fees for legal services, the amount we actually charge may be adjusted to reflect a variety of these factors, including any unusual time constraints or other special demands imposed by the engagement, the novelty or complexity of the issues raised, efficiencies achieved by us, the amounts involved and the results obtained. 5. Disbursements and Expenses. In addition to hourly fees, we may incur out -of- pocket expenses related to your representation. Our Statement of Fee and Billing Information, which sets forth the details of our disbursement and expense policy, is attached (Attachment 1 and 2). 6. Billing and Payment Responsibilities. We will send monthly statements which are due within 30 days of receipt. If you have any questions about an invoice, please promptly telephone or write me so that we may discuss these matters. Our Statement of Fee and Billing Information sets forth the details of our fee and billing policy. 7. Termination of Services. You may terminate our services at any time by giving 60 days written notice. After receiving such notice, we will be providing such services as directed and otherwise cease providing services. We will cooperate with you in the orderly transfer of all related files and records to your new counsel. We may terminate our services at any time with your consent or for good cause on 90 days written notice. Good cause exists if (a) any statement is not paid within 60 days of its date; (b) you fail to meet any other obligation under this agreement and continue in that failure for 15 days after we send written notice to you; (c) you have misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arising. If we terminate our services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by you or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. 8. Insurance. During the term of this engagement, this law firm shall take out and maintain general liability and property damage insurance in the amount of $1,000,000; professional errors and omissions insurance, in an amount of $2,000,000 per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to you. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 3 Automobile insurance coverage will be provided by Meyers Nave through its general liability coverage or by the individual members of Meyers Nave pursuant to their personal automobile policies, and such coverage shall be at levels acceptable to the District. 9. Indemnification. Neither the District nor Meyers Nave shall be required to indemnify the other party to this Agreement as specifically set forth herein. Nothing in this Agreement, with the exception of the specific terms of this paragraph, is intended to limit or alter the rights of each party against the other party as such rights may exist under the laws of the State of California. When, and only when the District requests Meyers Nave to retain the services of a consultant on behalf of the District, then the District agrees to indemnify and hold harmless the Meyers Nave, its agents and employees, for any expense, loss, or damage, including attorneys' fees, to which the Meyers Nave may be subjected arising from any suit or claim, which suit or claim arises out of Meyers, Nave engaging said consultant's services on behalf of the District. 10. Confidential Relationship. All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by District Negotiations and Benefit Counsel under this Agreement shall be revealed, disseminated, or made available by Meyers Nave to any person or organization other than the District without the prior knowledge and concurrence of the District. This confidentiality provision shall not extend to documents which are subject to public review under the California Public Records Act (Government Code Section 6250, et seq.) 11. Exempt Employee Status. Pursuant to Chapter 2.16.020 of the District Code, District Negotiations and Benefit Counsel shall act as attorney for the District in all matters affecting the affairs and administration of the District, except in those matters where special counsel are from time to time retained for specific responsibilities. The District will not be required to pay Workmen's Compensation benefits for Counsel or any firm member of Meyers Nave. 12. Joint Representation. Our firm maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors under the applicable provisions of the tax laws and not employees of the firm, it is necessary that you consent to dual representation by the firm and the specialist in the event any matter which you have engaged us to handle requires the use of that specialist. This arrangement has no affect whatsoever on the cost of your legal services, rather it is an ethical requirement that we disclose this fact and that you consent. You are consenting by signing this letter. However, the District must be informed of such joint representation before it is used. 13. Assignment and Laws. Meyers Nave shall not subcontract any of the work or assign any of its rights or obligations without the prior written consent of the District other than assignment of work to of counsel as provided for in Paragraph 12 above. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 4 14. Notices. All notice or other official correspondence relating to contractual matters between the parties hereto shall be made by depositing same in first- class, postage -paid mail addressed as follows: To Negotiations and Benefit Counsel for the District: Edward L. Kreisberg Meyers, Nave, Riback, Silver & Wilson 555 12th Street, Suite 1500 Oakland, CA 94607 To the District: Board of Directors c/o General Manager Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 or to such other, address as either party may designate hereinafter in writing delivered to the other party. 15. Records. Meyers Nave shall at time keep a complete and thorough records of the time expended in performing services on behalf of the District as herein agreed upon and Meyers Nave shall also make available to the District for audit all of such records so maintained for a period of 7 years from the date of performance if services. 16. Article Headings. Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement. 17. Survival. Notwithstanding the District's acceptance of the services or termination thereof and payment therefore, Meyers Nave shall remain obligated under all clauses of this Agreement which expressly or by their nature extend beyond and survive such acceptance, termination and payment. Notwithstanding the acceptance of the services of Meyers Nave or termination thereof and payment therefore, the District shall remain obligated under all clauses of this Agreement which expressly or by their nature extend beyond and survive such acceptance, termination and payment. 18. Attorney's Fees. In the event of a dispute arises under this agreement which results in a judgment or final arbitrator's decision, reasonable attorney's fees and costs may be awarded to the prevailing party. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 5 19. Entire Agreement; Full Understanding; Modifications in Writing. This letter contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing. 20. Conflicts. Our firm represents many public agencies in California. The services provided under this Agreement are for the benefit of the District only. Though we do represent many other public entities, Meyers Nave is not aware of any actual conflicts pending matters where the firm represents clients in matters adverse to the District. Since 1986, we have represented over five hundred public clients, including numerous cities, redevelopment agencies, special districts, counties and other public entities, and we are accepting new engagements all the time. Meyers Nave performs a variety of professional services for its clients and it is possible that we will represent clients on other matters with objectives or positions inconsistent with those of the District. Ordinarily, continuing to represent the District would not create an actual legal conflict. If an actual conflict of interest does arise; however, we will promptly advise the District of the legal conflict of interest and obtain a waiver of the conflict from the District and other entity. Alternatively, if the situation requires it, we will withdraw from representing either the other party, the District, or both as may be required by the Bar Rules concerning legal ethics. By signing and returning this agreement to us, you acknowledge that we have discussed these matters and you confirm that District does not object to our representation of clients on matters where their legal, governmental or political objectives and /or positions may be different from or adverse to those of the District, and that District consents to our representation of such clients with differing legal, governmental or political interests where no actual legal conflict of interest exists. While you would certainly be free to terminate our relationship, you agree that this firm nonetheless would be free to represent such clients even on those matters which you consider inconsistent with your objectives or views provided that no actual legal conflict of interest exists. These acknowledgments do not permit our firm to represent another client in opposing any matter for which we have provided legal advice without your specific written legal consent. If this letter agreement is consistent with your understanding of our respective responsibilities, please sign below and return this letter agreement to me. An additional copy of this letter is enclosed for your records. Again, we thank you for allowing us the opportunity to serve as your lawyers. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 6 Very truly yours, Edward L. Kreisberg ELK:jh Attachments 1682150.1 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 7 These terms are accepted and agreed to as of the date of this letter by the Central Contra Costa Sanitary District. Central Contra Costa Sanitary District Barbara Hockett, Board President Board of Directors Acknowledged. Central Contra Costa Sanitary District Secretary of the District Elaine Boehme A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Barbara Hockett, Board President July 28, 2011 Page 8 ATTACHMENT 1 MEYERS, NAVE, RIBACK, SILVER & WILSON LABOR AND EMPLOYMENT GROUP RATES Year 1(August 1, 2011 to September 1, 2012) Sr. Principal (Edward L. Kreisberg) $296 Principal $240 Sr. Of Counsel $290 Sr. Associate $235 Associate $220 Paralegal $110 Law Clerk $150 The hourly rates set forth above will be reviewed and amended annually as of September of each year. For the contract year beginning September 1, 2012, the rates will be adjusted by the same indexed amount as is provided to District Local 1 employees for the immediately prior MOU adjustment, if any. For each year of adjustment, the rates for each category shall be computed by the District and approved by Meyers Nave consistent with this methodology. At the option of the District, the rates can be rounded to the nearest $5 increment. NOTE: Our invoices contain a brief narrative description of the work performed; if requested, the initials of the attorney who performed the work will appear on the statement. The invoice will include a line item reflecting in -house administrative costs. The firm's in -house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E -mail, postage, mileage and other administrative expenses. We have determined that the most effective method of accounting for these administrative costs is to charge a flat 3% of the professional fees incurred. Barbara Hockett, Board President July 28, 2011 Page 9 ATTACHMENT 2 MEYERS, NAVE, RIBACK, SILVER & WILSON STATEMENT OF FEE AND BILLING INFORMATION The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached. Professional Fees. Our fees for professional services are based on the fair value of the services rendered. To help us determine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates which are based on years of experience, specialization, training and level of professional attainment. We adjust our rates periodically (usually at the beginning of each year) to take into account inflation and the increased experience of our professional personnel. To keep professional fees at a minimum, legal work that does not require more experienced attorneys will be performed, where feasible, by attorneys with lower billing rates. Of course, the quality of the work is paramount, and we do not sacrifice quality to economy. Before undertaking a particular assignment, we will, if requested, provide you with a fee estimate to the extent possible. Estimates are not possible for some matters, however, and cannot be relied on in many others because the scope of our work will not be clear at the outset. When a fee estimate is given, it is only an estimate; it is not a maximum or minimum fee quotation. The actual fee may be more or less than the quoted estimate. Retainer. Our normal practice is to require a retainer to cover a portion of the anticipated attorneys' fees and costs. Any retainer will be placed in the firm's trust account. At the conclusion of our services, we will return to our client any unapplied retainer, after deducting payment for charges billed or to -be -billed for services and any remaining out -of- pocket expenses. Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement, invoices will be sent monthly. Invoices for outside services exceeding $100 may be billed separately. Occasionally, however, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. Our invoices contain a brief narrative description of the work performed; if requested, the initials of the attorney who performed the work will appear on the statement. The invoice will include a line item reflecting in -house administrative costs. The firm's in- Barbara Hockett, Board President July 28, 2011 Page 10 house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E -mail, postage, mileage and other administrative expenses. The firm will be reimbursed for all outside services incurred in the course of providing legal services to our chent(s). Outside services will include, but are not limited to, all third -party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. If you have any questions regarding an invoice, the Finance Director or Chief Operating Officer is available to answer your questions. For any unresolved matters, the Bar Association has an arbitration mechanism that can be used to resolve such matters. Late Payments. Statements for services are payable upon presentation and, in all events, within thirty (30) days after receipt. Occasionally a client has difficulty in making timely payments. To avoid burdening those clients who pay their statements promptly with the added costs we incur as a result of late payments, a late charge will be assessed on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we are required to institute legal proceedings to collect fees and costs, the prevailing party will be entitled to reasonable attorneys' fees and other costs of collection.