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Home My WebLink About03.f. Renewal of contract for labor and employment related legal services - Hanson Bridgett LLPCentral Contra Costa Sanitary District 3 ' BOARD OF DIRECTORS . POSITION PAPER Board Meeting Date: December 6, 2012 subject: CONSIDER RENEWAL OF CONTRACT FOR LABOR AND EMPLOYMENT RELATED LEGAL SERVICES WITH HANSON BRIDGETT AND PRINCIPAL COUNSEL, W. DANIEL CLINTON, FOR THE PERIOD OF JANUARY 1, 2013 THROUGH DECEMBER 31, 2014 Submitted By Initiating Dept. /Div.: Ann Farrell Administration General Manager REVIEWED AND RECOMMENDED FOR BOARD ACTION: T. O'Malley Ann E. Farrell General Manager ISSUE: The current contract for labor and employment related legal services with Hanson Bridgett, LLP is set to expire on December 31, 2012 and contract renewals require approval by the Board of Directors. RECOMMENDATION: Approve the renewal of the contract with Hanson Bridgett and principal counsel, Mr. W. Daniel Clinton, for labor and employment related legal services for the period beginning January 1, 2013 through December 31, 2014. FINANCIAL IMPACTS: The current rate for principal counsel, Mr. W. Daniel Clinton, is $375 an hour and will increase to $385 an hour for 2013 and will increase to $395 an hour for 2014. This represents a 2.7% increase for 2013 and a 2.7% increase for 2014. Rates for all other attorneys and legal assistants will be billed at 10% less than the Hanson Bridgett's regular billing rates. ALTERNATIVES /CONSIDERATIONS: The Board could elect not to renew the contract with Hanson Bridgett and principal counsel Mr. W. Daniel Clinton. BACKGROUND: The District has retained Mr. Clinton for over twenty years and has had a contract in place with Hanson Bridgett since 1998 for labor and employment related legal matters. Staff conducted a recent survey of District staff and Mr. Clinton and Hanson Bridgett were given high marks on their level of responsiveness and the ability to provide pro- active legal advice and counsel on employment related matters. Mr. Clinton's historical knowledge of the District along with his legal expertise is an extremely valuable asset to the District. This action was reviewed by the Ad Hoc Legal Committee at its October 9, 2012 meeting. POSITION PAPER Board Meeting Date: December 6, 2012 Subject. CONSIDER RENEWAL OF CONTRACT FOR LABOR AND EMPLOYMENT RELATED LEGAL SERVICES WITH HANSON BRIDGETT AND PRINCIPAL COUNSEL, W. DANIEL CLINTON, FOR THE PERIOD OF JANUARY 1, 2013 THROUGH DECEMBER 31, 2014. The Hanson Bridgett contract which details the scope of services and billing rates is attached. RECOMMENDED BOARD ACTION: Approve the renewal of the contract with Hanson Bridgett and principal counsel, Mr. W. Daniel W. Clinton, for labor and employment related legal services for the period beginning January 1, 2013 through December 31, 2014. CADocuments and Settings \tomalley \Desktop \Position Papers \PP - Renewal of Hanson Bridgett Contract.doc CONTRACT FOR LEGAL SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND HANSON BRIDGETT LLP BY THIS AGREEMENT, made and entered into this first day of January 2013, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, a political subdivision, hereinafter referred to as the "District," together with the Law Firm of Hanson Bridgett LLP and W. Daniel Clinton, hereinafter collectively referred to as "Labor Counsel for the District" or "Firm," the parties mutually agree as follows: SCOPE OF SERVICES 1. Labor Counsel for the District, comprised of W. Daniel Clinton and such members of the firm of HANSON BRIDGETT LLP, as are deemed appropriate by the District and the Firm, shall perform labor and employment related services and legal representation on behalf of the District as directed by the Board of the District. Labor Counsel for the District shall work in a cooperative role with the District's management team through the General Manager. 2. It is anticipated that Labor counsel for the District will provide legal services as reasonably required to represent the District and as directed by the District. Labor Counsel will provide the Board and its management team with legal advice and representation on labor and employment related matters and shall take reasonable steps to keep District informed and respond to District inquiries. 3. The District may in its discretion refer litigation matters, labor negotiations and/or special projects to Labor Counsel for the District on a case -by -case basis, which matters will be handled pursuant to the compensation schedule and other terms herein, unless otherwise agreed by the parties; however, there is no requirement that the District refer such matters to the Firm, nor is there a requirement that the District use the firm exclusively for all legal work concerning District labor and employment issues. COMPENSATION ARTICLE II: 1. Labor Counsel for the District will provide legal services from January 1, 2013 through December 31, 2014, at the hourly rates set forth on Appendix A, attached. At the District's sole discretion, this contract may be renewed for an additional year, from January 1, 2015 to December 31, 2015, at the hourly rates set forth on Appendix A, attached. 4783457.1 2. Labor Counsel for the District will provide on a monthly basis documentation of actual hours worked by each member of the Firm, together with a designation of the case name and number, a description of the activity undertaken, and the District staff member requesting the legal services. Labor Counsel for the District shall also make available to the District for audit all of such records so maintained. 3. The Firm's billing rates incorporate normal and routine administrative charges reflecting the costs of mailings, telephone, accounting, and use of other Firm clerical and administrative services. Other discreet, non - routine costs incurred by the Firm on behalf of the District, shall be separately invoiced by the Firm and reimbursed by the District. Such reimbursable costs shall include costs such as, for example, expert witness fees, court filing fees, deposition costs, travel costs outside of Contra Costa, Alameda and San Francisco, messenger services, overnight mailings, facsimiles, duplicating, and computer research charges. TERM OF THE AGREEMENT ARTICLE III: The term of this Agreement shall be from January 1, 2013 through December 31, 2014, and it may be renewed at the District's sole discretion for an additional year, as set forth in Article II. It is anticipated that this Contract may be extended with the mutual consent of each party thereafter. CONFIDENTIAL RELATIONSHIP ARTICLE IV: All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by Labor Counsel for the District under this Agreement shall be revealed, disseminated, or made available by Labor Counsel for the District to any person or organization other than the District without the prior knowledge and concurrence of the District. ASSIGNMENT AND LAWS ARTIC'.IN V! Labor Counsel for the District shall not subcontract any of the work or assign any of its rights or obligations without the prior written consent of the District. This Agreement shall be governed by the laws of the State of California. NOTICES ARTICLE VI: All notices or other official correspondence relating to contractual maters between the parties hereto shall be made by depositing same in first- class, postage -paid mail addressed as follows: Fa 4783457.1 To Labor Counsel for the District: W. DANIEL CLINTON, ESQ. HANSON BRIDGETT LLP 425 Market Street, 26th Floor San Francisco, CA 94105 To District: BOARD OF DIRECTORS C/O Ann Farrell General Manager CENTRAL CONTRA COST 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 Ply• CONFLICT OF INTEREST ARTICLE VII: Labor Counsel for the District promises and agrees that Labor Counsel for the District and members of his staff shall avoid any actual or potential conflicts of interest. Labor Counsel for the District agrees to immediately notify the Board of Directors and the General Manager of any cases which may involve an actual or potential conflict of interest. INDEMNIFICATION ARTICLE VIII: Neither the District nor Labor Counsel for the District shall be required to indemnify the other party to this Agreement. Nothing in this Agreement 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. INSURANCE ARTICLE IX: During the entire term of this Agreement and any extension or modification thereof, Labor Counsel for the District shall keep in effect insurance policies providing coverage for general public liability, including lawyers' professional liability, and workers' compensation exposure at limits deemed acceptable by the District. Labor Counsel for the District shall provide Certificates of Insurance and other evidence of insurance, including copies of the policies as may be requested by the District to demonstrate that the above required insurance coverages are in effect. Automobile insurance coverage will be provided by the Firm through its general liability coverage or by the individual members of the Firm pursuant to their personal automobile policies, and such coverage shall be at levels acceptable to the District. 4783457.1 TERMINATION ARTICLE X: This Agreement may be terminated by either party, at its sole discretion, upon thirty (30) calendar days prior written notice; provided, however, if a court action(s) has been filed, Firm may terminate this contract and withdraw from representation of District in such action(s) only with the District's consent or upon court approval. In event that W. Daniel Clinton were to leave the Firm of HANSON BRIDGETT LLP, or be unable or unwilling to continue to serve as Labor Counsel for the District as a member of said Firm for any reason, the District shall have the right to continue to direct HANSON BRIDGETT LLP, to perform such legal services as the District deems advisable and to obtain other legal services in whatever manner the District deems advisable, or to immediately terminate the Agreement in the District's sole discretion. ARTICLE XI: No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. ARTICLE HEADINGS ARTICLE XII: 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. PARTIAL INVALIDITY ARTICLE XIII: If any term, covenant, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. SURVIVAL ARTICLE XIV: Notwithstanding the District's acceptance of the services or termination thereof and payment therefor, Labor Counsel for the District shall remain obligated under all clauses of this Agreement 4 4783457.1 which expressly or by their nature extend beyond and survive such acceptance, termination and payment. Notwithstanding the acceptance of the services of Labor Counsel for the District or termination thereof and payment therefor, 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. SIGNATURES ARTICLE XV: These signatures attest the parties' agreement hereto. Lo IM CENTRAL CONTRA COSTA SANITARY DISTRICT JAMES NEJEDLY President, Board of Directors Attest: ELAINE R. BOEHME, Secretary of the District HANSON BRIDGETT LLP W. DANIEL CLINTON 5 4783457.1 Attorney W. Daniel Clinton Myron D. Moye APPENDIX A HANSON BRIDGETT LLP District Billing Rate District Billing Rate District Billing Rate 01/01/2013 01/01/2014 01/01/2015 $385.00 $375.00 $395.00 $385.00 $410.00 $400.00 Rates for all other attorneys and legal assistants will be at a 10 percent (10 %) discount of the Firm's regular billing rates. 4783457.1