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HomeMy WebLinkAbout3.a. Review Position Paper to authorize GM to execute agreement wtih District Counsel Kent Alm Page 1 of 18 Item 3.a. CENTRAL SAN CENTRAL SAN BOARD OF DIRECTORS . , , . POSITION PAPER . , DRAFT MEETING DATE: DECEMBER 11, 2018 SUBJECT: REVIEW DRAFT POSITION PAPER TO AUTHORIZE THE GENERAL MANAGER TO (1) EXECUTE A PROFESSIONAL SERVICES CONTRACT WITH KENTON L. ALM, ESQ., FOR DISTRICT COUNSEL SERVICES EFFECTIVE JANUARY 1, 2019 THROUGH DECEMBER 31, 2020 WITH AN OPTION TO EXTEND THE CONTRACT FOR TWO ADDITIONAL ONE-YEAR TERMS, AND (2)AMEND AND EXTEND THE EXISTING CONTRACT FOR LEGAL SERVICES WITH MEYERS NAVE FOR THREE MONTHS THROUGH MARCH 31, 2019 SUBMITTED BY: INITIATING DEPARTMENT: ANN K. SASAKI, DEPUTY GENERAL GM DEPUTY GENERAL MANAGER MANAGER REVIEWED BY: ROGER S. BAILEY, GENERAL MANAGER ISSUE Board authorization is requested for the General Manager to (1) execute a professional services contract with Kenton L. Alm, Esq., for Counsel for the District services effective January 1, 2019 through December 31, 2020 with an option to extend the contract for two additional one-year terms, and (2) amend and extend the existing contract for legal services with Meyers Nave for three months through March 31, 2019. BACKGROUND Central San has been receiving general legal services and Counsel for the District services from Kenton L. Alm, Esq. since 1986. The existing contract is with Mr. Alm as a principal in the firm of Meyers Nave, which has been the arrangement since 2002. The current Meyers Nave contract is expiring on December 31, 2018. Mr. Alm has notified Central San of his pending retirement from Meyers Nave as of January 1, 2019. The District desires to continue engaging the services of Mr. Alm as Counsel for the District based upon his extensive experience and knowledge working with Central San. In addition to retaining Mr. Alm, staff recommends that Meyers Nave continue to be retained under a separate contract to serve as a backup for Counsel for the District services, to provide assistance to Mr. Alm, and to provide specialty legal services on an as-needed basis. The existing contract with Meyers Nave will be extended for three months to allow staff and Mr. Alm time to clearly define the details of the legal services to be provided by Meyers Nave for purposes of continuity and succession planning. The contract will also be amended to remove the provision for on-site Counsel for the District services and to December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 3 of 30 Page 2 of 18 reflect that Mr.Alm, not Meyers Nave, will serve as Counsel for the District. Following this review, a long- term contract with Meyers Nave will be presented to the Board for approval. ALTERNATIVES/CONSIDERATIONS The Board could elect not to enter into these contracts and issue a Request for Proposal for Counsel for the District services. This is not recommended at this time, as Mr.Alm and Meyers Nave have extensive experience and knowledge working with Central San. FINANCIAL IMPACTS Under the current agreement with Meyers Nave, the monthly retainer is $24,124 per month based on 74 hours. Under this contract with Mr.Alm, the retainer would be based on 68 hours per month and would cover office hours of two half-days per week at a cost of$14,960 per month. Additional services, outside of the scope of services listed under the retainer, would be billed at$235 per hour. The term of the proposed contract is for two years. Additionally, Central San will have the option to extend the contract beyond December 31, 2020 for two additional one-year terms. The rates charged will be reviewed and amended annually as of January 1, 2020 and increased by three percent rounded to the nearest dollar. The Meyers Nave contract will be extended for three months through March 31, 2019 at its current rates and charges. COMMITTEE RECOMMENDATION The Administration Committee reviewed this matter on December 11, 2018 and recommended RECOMMENDED BOARD ACTION Authorize the General Manager to (1) execute a Professional Services Contract with Kenton L.Alm, Esq., for Counsel for the District services effective January 1, 2019 through December 31, 2020 with an option to extend the contract for two additional one-year terms, and (2) amend and extend the existing contract for legal services with Meyers Nave for three months through March 31, 2019. 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. Kent Alm - Rate Sheet 2. Meyers Nave Letter December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 4 of 30 ATTACHMENT 1 KENTON L. ALM, ESQ. RATE SHEET RATES Effective January 1, 2019 $220/hour— 68 hours Kenton L. Alm - Retainer $14,960/month Kenton L. Alm —Additional Services $235/hour Legal Assistance Actual rate to be reviewed by Central San prior to usage It is understood that Mr. Alm shall provide services as noted below as a sole proprietor, and back up will be provided by Meyers Nave for any extended periods when Mr. Alm is not available to provide Counsel for the District services. In any month where Mr. Alm is not available for a period of at least a full week, the retainer amount due Mr. Alm will be proportionately reduced to reflect that absence. Rates will be reviewed and amended as of January 1, 2020 and increased by three (3) percent rounded to the nearest dollar. Travel and Conference expenses shall be directly reimbursed per Central San's Administrative Procedure AP 008 — Travel Expense Reimbursement Procedure and are subject to advance approval by the General Manager. RETAINER SERVICES Retainer services for the purposes of this contract are defined as those certain Counsel for the District services that would ordinarily be required on a regular basis and which are anticipated to be performed within the sixty-eight (68) hours per month of retainer time. The retainer specifically includes the following: a. Attendance at Central Contra Costa Sanitary Board meetings, Agenda Review meetings, Board Committee meetings, and California Association of Sanitation Agencies Legislative meetings; b. Legislative review for California Association of Sanitation Agencies Legislative Committee and ordinary Counsel for the District services in support of wastewater related industry matters; C. All telephone calls taken other than during office hours lasting less than twelve (12) minutes and/or the first twelve (12) minutes of telephone calls exceeding twelve (12) minutes in length, except calls on assigned litigation matters; Page 1 of 2 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 5 of 30 ATTACH'MEN'T '1'1 d. Initial receipt and review of all correspondence, documents, faxes, and e-mails received or reviewed offsite, except on assigned litigation matters; e. Preparation and presentation of advice to the Board and Board Members (including customary ancillary activities related to representing the Board); f. Provision of a minimum of two (2) half-days of onsite office hours per week with the days and hours to be adjusted as needed to accommodate staff, Directors, and Counsel for the District; g. Management of outside counsel litigation services including providing coordination among Counsel for the District, staff, and Board of Directors; h. Manage and coordinate services to be provided by Meyers Nave; i. Provision of other routine and typical Counsel for the District legal services; and j. Review of contracts for compliance with Central San's requirements and relevant statues. This will focus primarily on: 1. Capital Improvement Projects; 2. Routine contracts originating from Purchasing; and 3. Miscellaneous contracts to include services provided by external consultants/vendors to facilitate the General Manager and the Board's goals. Page 2 of 2 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 6 of 30 Page 5 of 18 555 12th Street,Suite 1500 John Bakker Oakland,California 94607 Attorney at Law tel(510)808-2000 jbakker@meyersnave.com fax(510)444-1108 www.meyersnave.com meyers nave December 4, 2018 Via U.S. Mail Jim Nejedly Board President Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Re: Extending Existing Agreement with Meyers Nave Dear Mr. Nejedly: As you know, Kent Alm is retiring from Meyers Nave effective December 31, 2018, and Kent will be contracting with the District to serve as District Counsel thereafter. We understand that the District's objective is to maintain an on-going relationship with Meyers Nave in order to provide continuity and for succession planning. We also understand that the District desires to define the scope of Meyers Nave's role more specifically to align with its objective. Meyers Nave would therefore be willing to continue providing services pursuant to the July 9, 2015 engagement letter(attached)with the understanding that as of January 1, 2019 Mr. Alm,rather than Meyers Nave,will serve as the District Counsel and perform all of the"Retainer Services" under the agreement. This arrangement is acceptable to Meyers Nave until at least March 30, 2019, which will provide District staff and Meyers Nave an opportunity to develop a revised legal services agreement that incorporates the role for Meyers Nave the District contemplates. Meyers Nave appreciates its long-standing relationship with the District and hopes it can continue for many years to come. Very truly yours, John Bakker Attorney at Law JB:MD Enclosure: July 9, 2015 engagement letter 3084905.1 CONFIDENTIAL: This material is subject to the attorney-client and/or attorney work product privileges. Do not disclose the contents hereof. Do not file with publicly accessible records. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SANTA ROSA SAN DIEGO December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 7 of 30 ATTACHMENT 2 Central Contra Costa Sanitary District PHONE: (925)228-9500 FAX: (925)372-0192 www.centralsan.org ROGER S.BAILEY July 22, 2015 General Manager KENTON L.ALM Kenton L. Alm, Esq. coanselforthe District Meyers, Nave, Riback, Silver & Wilson (510)808-2000 ELAINE R.BOEHME 555121 Street, Suite 1500 Secretan gftheDistrlct Oakland, CA 94607 Re: Contract for Legal Services Between Central Contra Costa Sanitary District and Meyers, Nave, Riback, Silver & Wilson Dear Kent: Enclosed is a fully-executed original of the new contract for legal services for the period of July 1 , 2015 through December 31, 2018 which has been signed by our Board President, Michael McGill. We have maintained a fully-executed original in our files. If you have any questions, please do not hesitate to call. Sincerely, Elaine R. Boehme, CMC Secretary of the District EB: cg Enclosure cc: Roger Bailey, Teji O'Malley December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 8 of 30 Page 7 of 18 55512 th Street,Suite 1500 Kenton L.Alm Oakland,California 94607 Attorney at Law tel(510)808-2000 Direct Dial:(510)808-2081 fax(510)444-1108 kalm@meyersnave.com www.meyersnave.com meyers nave July 9, 2015 Michael R. McGill, Board President Board Members CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Re: Engagement of Legal Services Dear Board Members: Thank you for continuing to retain Meyers, Nave, Riback, Silver&Wilson ("Meyers Nave") to perform legal services in connection with Central Contra Costa Sanitary District ("District"). We continue to appreciate the opportunity to serve as your lawyers and we look forward to working with you. This letter sets forth the terms of an extension of the current agreement for legal services Meyers Nave will provide and our fee arrangements for those services. It continues much of the existing arrangement with modifications requested by Staff and the Board Administration Committee. 1. Scope of Engagement. Meyers Nave will provide legal services as required by law and as directed by the District, and Meyers Nave will attend meetings of the Board Directors, Agenda Review, Risk Management and other staffed and Board Committee meetings on an as needed basis. Meyers Nave will provide the legal services reasonably required to represent and advise the District in connection with public law, environmental matters, administrative matters,public works construction and such other matters as would be subject of general counsel services. We will provide onsite District Counsel Services three (3)half days per week(twelve (12) hours per week) pursuant to a schedule agreed upon by District Staff. Meyers Nave will also provide legal services for additional matters including litigation, provided that we mutually agree. Any litigation services or special assignments to be provided by Meyers Nave shall be pursuant to the terms of this agreement unless a written document modifies the terms of this agreement for such litigation or special assignments. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 9 of 30 Page 8 of 18 Board of Directors July 9, 2015 Page 2 2. Term of Agreement. Meyers Nave shall serve as District Counsel and provide such legal services from July 1, 2015, through December 31, 2018, in accordance with the hourly rates, retainer fees and definitions set forth in Attachment 1. This agreement may be extended by unilateral action of the District annually for two (2) additional years, following December 31, 2018, at the hourly rates and retention fees set forth within Attachment 1. 3. Fees and Personnel. As compensation for our services, Meyers Nave's 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 and services for retainer work shall be as specified. Billing rates for attorneys and paralegals hourly and for retainer work are set forth in Attachment 1. Kenton L. Alm will be the principal in charge of representing the District's interests as District Counsel and will be the primary person providing onsite services. An experienced partner level firm member acceptable to the District will be assigned as one of Mr. Alm's primary backups in order to initiate the process to provide for the transfer of institutional knowledge as a factor in transition planning. In addition, an associate-level attorney acceptable to the District will also be assigned to provide alternative coverage for office hours and typical staff work. If other attorneys and/or paralegals are assigned to work on the District's matters, the then current hourly rates of those individuals will be utilized for assignments not covered by the retention. This agreement retains the legal services of our law firm. The hourly rates and retainer fees 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, with the agreement of the District, 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 or lack of efficiencies achieved by us, the amounts involved and the results obtained. 5. Disbursements and Expenses. In addition to hourly fees, Meyers Nave may incur out-of-pocket expenses related to the District's representation. Meyers Nave's Statement of Fee and Billing Information, which sets forth the details of our disbursement and expense policy, is detailed in Attachment 2. 6. Billing and Payment Responsibilities. Meyers Nave will send monthly statements which are due within thirty (30) days of receipt. If the District has any questions about an invoice, please promptly telephone, email or write to me so that we may discuss these matters. Meyers Nave's Statement of Fee and Billing Information sets forth the details of our fee and billing policy. December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 10 of 30 Page 9 of 18 Board of Directors July 9, 2015 Page 3 7. Termination of Services. The District may terminate Meyers Nave's services at any time by giving sixty(60) days' written notice. After receiving such notice, Meyers Nave will be providing such services as directed and otherwise cease providing services. Meyers Nave will cooperate with the District in the orderly transfer of all related files and records to the District's new counsel. Meyers Nave may terminate our services at any time with the District's consent or for good cause on ninety (90) days' written notice. Good cause exists if(a) any statement is not paid within sixty (60) days of its date; (b) the District fails to meet any other obligation under this agreement and continues in that failure for fifteen (15) days after we send written notice to the District; (c) the District has misrepresented or failed to disclose material facts to Meyers Nave, refused to cooperate with Meyers Nave, 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 arises. If we terminate our services, the District agrees to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by the District or by Meyers Nave, 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, Meyers Nave 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 (10) days advance written notice be given to the District. 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 except 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 Meyers Nave, its agents and employees, for any expense, loss, or damage, December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 11 of 30 Page 10 of 18 Board of Directors July 9, 2015 Page 4 including attorneys' fees, to which 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. Meyers Nave shall indemnify, defend, and hold harmless the District and District Personnel from any claim, liability, loss, injury or damage arising out of personal injury, including death, and/or property damage arising from the performance of this agreement by Meyers Nave and/or its agents, employees, or sub-contractors. Meyers Nave's indemnity obligation shall be limited to its proportionate share of liability to the extent both it and the District have some liability and shall not include responsibility for consequential damages. If any dispute between Meyers Nave and the District occurs with regard to its obligation to defend, such as first cost of defense and cross claims, Meyers Nave and the District agree to promptly meet and confer to discuss in good faith resolution of the disputed issues and potentially related issues of cooperation and joint defense. To the extent that good faith meet and confers negotiations have occurred and Meyers Nave does not fulfill this obligation to indemnify, defend and hold harmless the District and District Personnel, the District may litigate the issue of the Meyers Nave's indemnification obligation. If Meyers Nave is deemed to be responsible or liable for the obligation, Meyers Nave shall reimburse the District for all costs, attorneys' fees, expenses and liabilities incurred with respect to any such litigation. This obligation to indemnify shall not be interpreted to limit any other rights or remedies available to the District whether in contract, tort or otherwise. 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 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 Leg.) 11. Exempt Employee Status. Pursuant to Chapter 2.16.020 of the District Code, District 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. However, neither Meyers Nave nor any members of its staff shall be employees of the District. All activities performed by Meyers Nave pursuant to this agreement shall be performed as an independent contractor. The District will not be required to pay Workmen's Compensation benefits for counsel or any firm member of Meyers Nave. 12. Joint Representation. Meyers Nave maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 12 of 30 Page 11 of 18 Board of Directors July 9, 2015 Page 5 under the applicable provisions of the tax laws and not employees of the firm, it is necessary that the District consents to dual representation by Meyers Nave and the specialist in the event any matter which the District has engaged Meyers Nave to handle requires the use of that specialist. This arrangement has no effect whatsoever on the cost of the District's legal services, rather it is an ethical requirement that we disclose this fact and that the District consents. The District is consenting by signing this letter. 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. 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 or to such other address as either party may designate hereinafter in writing delivered to the other party. To District Counsel: Kenton L. Alm 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 15. Records. Meyers Nave shall at time keep a complete and thorough record 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 seven (7) years from the date of performance of 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. December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 13 of 30 Page 12 of 18 Board of Directors July 9, 2015 Page 6 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. 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. Meyers Nave 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 Meyers Nave represents clients in matters adverse to the District, excepting any such matters where conflict waivers have been executed. Since 1986, Meyers Nave has represented over 500 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 Meyers Nave, the District acknowledges that we have discussed these matters and you confirm that the 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 the District consents to Meyers Nave's representation of such clients with differing legal, governmental or political interests where no actual legal conflict of interest exists. While the District would certainly be free to terminate our relationship, the District agrees that Meyers Nave nonetheless would be free to represent such clients even on those matters which the District considers inconsistent with the District's objectives or views provided that no actual legal conflict of interest exists. December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 14 of 30 Page 13 of 18 ATTACHMENT 2 Board of Directors July 9, 2015 Page 7 These acknowledgments do not permit Meyers Nave to represent another client in opposing any matter for which we have provided legal advice without the District's specific written legal consent. If this letter agreement is consistent with the District's understanding of our respective responsibilities,please sign below and return this letter agreement to us. Again, we thank you for allowing us the opportunity to serve as your lawyers. Very trulyyours, Kenton L. Alm Attorney at Law These terms are accepted and agreed to as of the date of this letter by Central Contra Costa Sanitary District. CENTRAL CONTRA COSTA SANITARY DISTRICT By: Michael F-,Witill, P.E. Board of Directors President Acknowledged: CENTRAL CONTRA COSTA SANITARY DISTRICT By: Elaine R. Boehme, CMC Secretary of the District 2051128.2 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 15 of 30 Page 14 of 18 ATTACHMENT 2 ATTACHMENT 1 MEYERS,NAVE,RIBACK, SILVER & WILSON RATESHEET Rates Effective June 1,2015 Kenton 16. A4n ,P%D-+ Senior or Equity Principal $424 i Principal Sr. of Counsel �2nC PJJ Sr. Associate .pcv Jr. Associate -Q4 Paralegal $ � Law Clerk $ � n per} *The hourly rates set forth above will be reviewed annually in January of each year. Changes in rates for each category may be requested by Meyers Nave and all modifications will be subject to approval of District. legisla+ive et �T length,-(-e,+ All telephone ea4is lastiftg less than i2 wAnotes mWer-�he fifst 12 tnititit Page 8 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 16 of 30 Page 15 of 18 (d) Initial receipt and review of all correspondence, documents, faxes and e-mails, except on assigned litigations matters; (e) Preparation of and presentation of advice to Board and Board Members (including customary ancillary activities related to representing the Board); (f) Twelve (12)hours per week of onsite (District Counsel Office Hours) legal services to be provided by Kenton L. Alm with assistance of a partner level attorney and an assigned associate level attorney, acceptable to the District. Retainer Services will initially be billed at the blended hourly rate based on sixty-six (66) hours per month. Either party to this Agreement can on six (6) month intervals ask that this hourly amount be evaluated and adjusted to reasonably reflect ongoing use of Retainer Services including adjustments to the services included such as District onsite office hours. A commensurate adjustment to the retainer fee will be implemented at that time. Page 9 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 17 of 30 Page 16 of 18 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. 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 One Hundred Dollars ($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-house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, email, 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 three percent(3%) of the professional fees incurred. The firm will be reimbursed for all outside services incurred in the course of providing legal services to our client(s). Outside services will include,but are not limited to, all Page 10 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 18 of 30 Page 17 of 18 third-party expenses, delivery charges, travel expenses outside of the San Francisco Bay Area, outside research services, filing fees, expert witness and expert consultant fees. If you have any questions regarding an invoice, the billing manager, controller or shareholder in charge are 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 percent 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. 2458619.1 Page 11 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 19 of 30 Page 18 of 18 Retainer Services for the purposes of this Agreement are defined as those certain services that are customarily provided on a regular basis and specifically include the following: (a) Attendance at and preparation for board meetings, agenda review meetings, board committee meetings(upon request), risk management meetings and CASA legislative meetings; (b) All legislative review and comment and support activity for CASA and other ordinary District Counsel services in support of wastewater related industry groups(no compensation is provided for attendance at CASA conferences or other industry conferences unless preapproved); (c) All telephone calls lasting less than 12 minutes and/or the first 12 minutes of telephone calls exceeding 12 minutes in length,excepting calls on assigned litigations matters; (d) Initial receipt and review of all correspondence, documents, faxes and e-mails, except on assigned litigations matters; (e) Preparation of and presentation of advice to Board and Board Members(including customary ancillary activities related to representing the Board), excluding; (f) Twelve(12)hours per week of onsite(District Counsel Office Hours)legal services to be provided by Kenton L. Alm with assistance of a partner level attorney and an assigned associate level attorney, acceptable to the District. Onsite legal services or District Counsel office hours shall be provided based on flat four hour charges without compensation to the firm for travel to and from the District site. Retainer Services will initially be billed at the blended hourly rate based on sixty-four (64)hours per month. Either party to this Agreement can on six(6)month intervals ask that this hourly amount be evaluated and adjusted to reasonably reflect ongoing use of Retainer Services including adjustments to the services included such as District onsite office hours. A commensurate adjustment to the retainer fee will be implemented at that time. Page 9 December 11, 2018 Regular ADMIN Committee Meeting Agenda Packet- Page 20 of 30