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HomeMy WebLinkAbout02. Authorize one-year extension of contract for labor and employment related legal services with Hanson Bridgett LLP Page 1 of 9 Item 2. CENTRAL SAN CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER MEETING DATE: NOVEMBER 15, 2018 SUBJECT: AUTHORIZE THE GENERAL MANAGER TO EXECUTE A ONE-YEAR EXTENSION TO THE CONTRACT FOR LABOR AND EMPLOYMENT RELATED LEGAL SERVICES WITH HANSON BRIDGETT LLP AND PRINCIPAL COUNSEL W. DANIEL CLINTON, ESQ., EFFECTIVE JANUARY 1 THROUGH DECEMBER 31, 2019 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 Board authorization is requested for the General Manager to execute an extension to the contract for labor and employment related legal services with Hanson Bridgett LLP and Principal Counsel W. Daniel Clinton, Esq., effective January 1, 2019 through December 31, 2019. BACKGROUND Mr. W. Daniel Clinton has provided Central San with employment and labor related legal services for over 25 years, and Central San has had a contract with his current firm, Hanson Bridgett LLP, since 1998. 1 n 2017, Central San renewed Mr. Clinton's contract for a one-year term ending December 31, 2018, with an option to extend the contract for an additional year. Staff is now requesting that the contract with Hanson Bridgett LLP and Mr. Clinton be extended for an additional year for the reasons outlined below. November 15, 2018 Regular Board Meeting Agenda Packet- Page 17 of 254 Page 2 of 9 Mr. Clinton's historical knowledge of Central San, along with his legal expertise, is extremely valuable. During the past several years, there has been a large amount of turnover that has resulted in the loss of institutional knowledge. Mr. Clinton, with his advice and counsel, has assisted in maintaining consistency and continuity that is critical for Human Resources related issues. Mr. Clinton also exhibits a high level of responsiveness and excellent customer service while providing proactive legal advice and counsel. During the past several contract renewals for Mr. Clinton, staff has provided surveys comparing his hourly rate to the hourly rate of labor counsel at other comparable agencies. Mr. Clinton's rate is higher than other agencies' rates. When his contract was last discussed during the Administration Committee Meeting on October 24, 2017, Mr. Clinton stated that his hourly rate is much lower for Central San than his other clients due to his longstanding relationship with Central San. Additionally, he stated that he could propose an hourly rate that would be much lower and on par with some of the other comparable agencies if he were to delegate some of the legal analysis to lower level Hanson Bridgett LLP staff, as is the practice in most other law firms. Due to his expertise and his familiarity with Central San, receiving counsel on labor and employment issues directly from Mr. Clinton would result in a lower number of billable hours even if the hourly rate is higher than other comparable agencies'. Staff reviewed Hanson Bridgett LLP's January 2018 through August 2018 invoices, and the total paid to Hanson Bridgett LLP was $78,552. Mr. Clinton's services portion amounted to a total of$28,819. During 2018, Mr. Clinton provided extensive counsel related to labor negotiations for three contracts as well as day-to-day counsel for other labor and employment matters. I n contrast, the remaining balance paid to Hanson Bridgett LLP was for benefits and tax-related counsel associated with items being discussed during negotiations. With the upcoming transition to CalPERS Healthcare, Central San is relying on Hanson Bridgett LLP's services to assist in drafting the documents setting up the Health Reimbursement Accounts and modifying Central San's Section 125 Cafeteria Plan. ALTERNATIVES/CONSIDERATIONS The Board could elect not to extend the contract and direct staff to procure the services of a different firm specializing in labor and employment related legal services or the terms of the contract could be revised. This is not recommended at this time, as Central San has the upcoming CaIPERS Healthcare transition that will require timely benefit and tax advice, and Central San has already begun working with staff from Hanson Bridgett LLP. FINANCIAL IMPACTS The current rate for principal counsel, Mr. Clinton, is $420 an hour and was last increased in 2017 by$10 an hour, which reflected a 2.4 percent increase. If the Board were to extend the contract, Mr. Clinton has requested a$10 per hour rate increase, equivalent to a 2.4 percent increase, for calendar year 2019. COMMITTEE RECOMMENDATION The Administration Committee reviewed this position paper on November 6, 2018, and recommended Board approval of the contract extension. RECOMMENDED BOARD ACTION Authorize the General Manager to execute an extension to the contract for labor and employment related legal services with Hanson Bridgett LLP and Principal Counsel W. Daniel Clinton, Esq., effective January 1 through December 31, 2019. November 15, 2018 Regular Board Meeting Agenda Packet- Page 18 of 254 Page 3 of 9 Strategic Plan Tie-In GOAL TWO: Strive to Meet Regulatory Requirements Strategy 3- Comply with all federal, state, and local regulations related to District administration ATTACHMENTS: 1. Current Hanson Bridgett LLP Contract November 15, 2018 Regular Board Meeting Agenda Packet- Page 19 of 254 Page 4 of 9 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 15, 2018 Regular Board Meeting Agenda Packet- Page 20 of 254 Page 5 of 9 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 15, 2018 Regular Board Meeting Agenda Packet- Page 21 of 254 Page 6 of 9 To Labor Counsel for the District: W. DANIEL CLINTON, ESQ. HANSON 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 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. 3 13865389.1 November 15, 2018 Regular Board Meeting Agenda Packet- Page 22 of 254 Page 7 of 9 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. 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. 4 13865389.1 November 15, 2018 Regular Board Meeting Agenda Packet- Page 23 of 254 Page 8 of 9 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 By: PAUL H. SEY President, Bo o Directors Attest: ELAINE R. BOEHME, Secretary of the District By HANSON BRIDGETT LLP By: W. ANT ro&INTON 5 13865389,1 November 15, 2018 Regular Board Meeting Agenda Packet- Page 24 of 254 Page 9 of 9 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 15, 2018 Regular Board Meeting Agenda Packet- Page 25 of 254