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HomeMy WebLinkAbout04. Approve contract for labor and employment-related legal services with Hanson Bridgett LLP and Principal Counsel W. Daniel Clinton, Esq., effective 01-01-18 through 12-31-18, with an option to extend an additional yearPage 1 of 10 Item 4. ' CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER MEETING DATE: NOVEMBER 16, 2017 SUBJECT: APPROVE CONTRACT FOR LABOR AND EMPLOYMENT-RELATED LEGAL SERVICES WITH HANSON BRIDGETT LLPAND PRINCIPAL COUNSEL W. DANIEL CLINTON, ESQ., EFFECTIVE JANUARY 1, 2018 THROUGH DECEMBER 31, 2018, WITH AN OPTION TO EXTEND AN ADDITIONAL YEAR W ITH A M PER HOUR RATE INCREASE. APPROVAL RECOMMENDED BYADMINISTRATION COMMITTEE. SUBMITTED BY: INITIATING DEPARTMENT: TEJI O'MALLEY, HUMAN RESOURCES OPERATIONS - POD - HUMAN RESOURCES MANAGER REVIEWED BY: ANN SASAKI, DEPUTY GENERAL MANAGER Roger S. Bailey General Manager ISSUE The contract for labor and employment related legal services with Hanson Bridgett and Principal Counsel W. Daniel Clinton, Esq., requires approval by the Board of Directors. BACKGROUND Mr. W. Daniel Clinton, Esq., has provided the District with employment and labor related legal services for approximately 25 years, and the District has had a contract with his current firm, Hanson Bridgett LLP since 1998. In October 2015, the Administration Committee met with Mr. Clinton and reviewed the comparative survey results for other agencies' labor counsel rates. With the Committee's recommendation, the Board voted to renew the contract for the 2016 calendar year. November 16, 2017 Regular Board Meeting Agenda Packet - Page 17 of 115 Page 2 of 10 In November 2016, the District exercised the option to extend the existing contract with Mr. Clinton with the contracted $10 per hour rate increase, for a one-year term ending December 31, 2017. Staff is now requesting that the District enter into anew contract with Hanson Bridgett LLP and Mr. Clinton, for the reasons outlined below. Mr. Clinton's historical knowledge of the District, along with his legal expertise, is extremely valuable. During the past several years, there has been a large amount of turnover at the District, which has resulted in the loss of institutional knowledge. Mr. Clinton, with his advice and counsel, has been able to assist in maintaining consistency and continuity, which are critical for Human Resources related issues. Additionally, Mr. Clinton and Hanson Bridgett LLP exhibit high levels of responsiveness and excellent customer service while providing proactive legal advice and counsel. ALTERNATIVES/CONSIDERATIONS Do not enter into the proposed contract with Hanson Bridgett LLP and principal counsel, Mr. Clinton, and direct staff to procure the services of a different firm specializing in labor and employment related legal services. FINANCIAL IMPACTS The current rate for principal counsel, W. Daniel Clinton, Esq., is $420 an hour. His previous rate of $410 an hour for calendar year 2016 was not increased during the contract renewal in 2015, and Mr. Clinton was granted a $10 per hour rate increase (2.4 percent) for the 2017 calendar year. Mr. Clinton's proposed rate remains at $420 per hour for the 2018 year; however, if the Board were to extend his contract for the 2019 calendar year, the proposed rate would increase by $10 per hour to a total of $430 per hour. COMMITTEE RECOMMENDATION This matter was discussed at the Administration Committee meeting on October 24, 2017. The Committee recommended approval of the contract, provided that, in 2018, staff return to the Committee with an independent review of legal services provided by labor counsel, assuming that the Committee and full Board will be asked at that time to consider extending the contract with the cost increase of $10 for the 2019 calendar year. RECOMMENDED BOARD ACTION Approve the contract with Hanson Bridgett and principal counsel, W. Daniel Clinton, Esq. for labor and employment related legal services, effective January 1, 2018 through December 31, 2018, with the option to extend for an additional year with an increase of $10 per hour. ATTACHMENTS: 1. Proposed Contract 2. Hourly Rate Comparison - Interagency Survey November 16, 2017 Regular Board Meeting Agenda Packet - Page 18 of 115 W. DANIEL CLINTON PARTNER DIRECT DIAL (415) 995-5091 DIRECT FAX (415) 995-3498 E-MAIL dclinton@hansonbridgett.com CONFIDENTIAL - SUBJECT TO ATTORNEY-CLIENT PRIVILEGE October 5, 2017 Ms. Teji O'Malley Human Resources Manager Central Contra Costa Sanitary District 5019 Imhoff Place Martinez CA 94553 Page 3 of 10 (5 HansonBridgett VIA ELECTRONIC MAIL [tomalley@centralsan.org] Re: Hanson Bridgett LLP — Proposal for Legal Services Dear Teji: Enclosed for the Board's consideration is a proposed contract for legal services to take effect upon the expiration of the existing agreement between the District and Hanson Bridgett. The proposal is for no increase in my current billing rate of $420 for 2018, and, should the Board choose to exercise the option to extend the agreement for an additional year, an increase of $10 per hour for the year 2019. I greatly value this long-standing relationship with CCCSD, and am hopeful that the District will favorably consider this proposal. I look forward to meeting with the Administrative Committee of the Board of Directors, and appreciate this opportunity to continue our representation of the District in its labor and employment matters. Yours truly, W. DANIEL CLINTON Enclosure Hanson Bridgett LLP 425 Market Street, 26th Floor, San Francisco, CA 94105 tansonbridgett.com November 16, 2017 Regular Board Meeting Agenda Packet - Page 19 of 115 13865918.1 Page 4 of 10 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 2018, 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: SCOPES OF SERVICES ARTICLE I: 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, 2018 through December 31, 2018, 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, 2019 to December 31, 2019, at the hourly rates set forth on Appendix A, attached. 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 20 of 115 Page 5 of 10 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, 2018 through December 31, 2018, 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 ARTICLE 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: 2 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 21 of 115 Page 6 of 10 To Labor Counsel for the District: W. DANIEL CLINTON, ESQ. 14ANSON BRIDGETT LLP 425 Market Street, 26th Floor San Francisco, CA 94105 To District: ROGER S. BAILEY 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. 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. 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 22 of 115 TERMINATION ARTICLE X: Page 7 of 10 This Agreement may be terminated by either parry, 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. TERMS 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 which expressly or by their nature extend beyond and survive such acceptance, termination and payment. M 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 23 of 115 Page 8 of 10 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. CENTRAL CONTRA COSTA SANITARY DISTRICT PAUL H. CAUSEY President, Board of Directors Attest: ELAINE R. BOEHME, Secretary of the District HANSON BRIDGETT LLP W. DANIEL CLINTON 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 24 of 115 Page 9 of 10 APPENDIX A HANSON BRIDGETT LLP District Billing Rate District Billing Rate Attorney 01/01/2018 01/01/2019 W. Daniel Clinton $420.00 $430.00 Rates for all other attorneys and legal assistants will be at a 10 percent (10%) discount of the Firm's regular billing rates. 13865389.1 November 16, 2017 Regular Board Meeting Agenda Packet - Page 25 of 115 Page 10 of 10 Agency Firm (If not in house) Title/Rank Hourly Rate Central San Hanson Bridgett Partner $420* Delta Diablo Meyers Nave Of Counsel $330 Contra Costa Water District Wiley, Price, and Radulovich Partner $290 Fairfield Suisun Sewer District Liebert, Cassidy Whitmore Partner $350 Las Gallinas Valley Sanitary District Liebert, Cassidy Whitmore Partner $350 Napa Sanitation District Meyers Nave Senior Associate $250 Oro Loma Sanitary District Meyers Nave Partner $252 Union Sanitary District Wiley, Price, and Radulovich Varies $295-$315 West County Wastewater Wiley, Price, and Radulovich Partner $295 West Valley Sanitation District Meyers Nave Of Counsel $330 * $420 hourly rate proposed with new contract from 1/1/18 - 12/31/18 (no change from previous year), with increase of $10/hour for 1/1/19 - 12/31/19 should the Board exercise the option to extend the agreement for an additional year. CCCSD General Counsel I Mevers Nave Senior or Equity Principal 1 $340** ** Hourly rate as approved by the Board on 11 /17/16, effective 10/1 /16, reflecting a 5% increase as part of amendments recommended by the Board following District Counsel's annual review. In addition, the District has a flat retainer (at a blended hourly rate of $325 per hour based on 74 hours r month) of $24,124. Fiscal Year 2016-17 Central San Legal Expenses Hanson Bridgett $76,427.95 Meyers Nave $409,367.29 November 16, 2017 Regular Board Meeting Agenda Packet - Page 26 of 115