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HomeMy WebLinkAbout6.a. Review Draft PP to amend and extend contract with Meyers Nave for legal services Page 1 of 41 Item 6.a. CENTRAL SAN BOARD OF DIRECTORS . , , . POSITION PAPER . , DRAFT MEETING DATE: MARCH 12, 2019 SUBJECT: REVIEW DRAFT POSITION PAPER TO AUTHORIZE THE GENERAL MANAGER TO AMEND AND EXTEND THE CONTRACT WITH MEYERS NAVE FOR LEGAL SERVICES EFFECTIVE APRIL 1, 2019 THROUGH DECEMBER 31, 2019 SUBMITTED BY: INITIATING DEPARTMENT: ANN K. SASAKI, DEPUTY GENERAL GM DEPUTY GENERAL MANAGER MANAGER ISSUE Board of Directors approval is required for the General Manager to execute an extension to the contract for legal services with Meyers Nave effective April 1, 2019 through December 31, 2019. BACKGROUND Central San has been receiving general legal services and Counsel for the District services from Kenton L. Alm, Esq. and Meyers Nave since 1985. When Mr. Alm retired from Meyers Nave at the end of 2018, Central San entered into a separate agreement with Mr. Alm to continue providing Counsel for the District services. The existing contract with Meyers Nave, which was expiring on December 31, 2018, had options for two one-year extensions, and was extended for three months until March 31, 2019. This extension was to allow time for Mr. Alm, Meyers Nave, and staff to discuss and define the details of legal services to be provided by Meyers Nave. The proposed scope of engagement with Meyers Nave will provide ongoing assistance to Mr. Alm in the form of a half-day weekly of office hours, backup for Counsel of the District services during Mr. Alm's absence, and specialty legal services on an as-needed basis. While oversight of this contract will be the responsibility of Central San staff, Mr. Alm will assign, review, and direct the day- to-day work of Meyers Nave staff. ALTERNATIVES/CONSIDERATIONS The Board could elect not to extend this contract and issue a request for proposal for legal services. This alternative is not recommended as Meyers Nave has extensive experience and knowledge working with Central San. March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 3 of 97 Page 2 of 41 FINANCIAL IMPACTS Under the current agreement with Meyers Nave, the monthly retainer is $24,124 per month based on 74 hours. Under this amended contract, the proposed monthly retainer is $6,890 based on 26 hours per month and a blended rate of $265 per hour. Meyers Nave will provide one half-day a week of office hours, in addition to ongoing support. In those instances, when Mr. Alm is away and Meyers Nave is serving as the "Acting Counsel of the District," the contract has proposed rates for a monthly, weekly, and daily retainer based on a blended rate of$345 per hour. The actual amount to be billed will be based on the number of days in the month Meyers Nave serves as "Acting Counsel of the District." The rate sheet for specialized services is included as Attachment 1 to the revised Meyers Nave contract. Meyers Nave has requested an adjustment of approximately 3-23 percent, depending on classification, to their billing rates to reflect inflation. Except for the hourly rate for the Senior Principal, which was adjusted in 2016 to $341 per hour, the last time Meyers Nave rates were adjusted was in 2015. Overall, with the new contract with Mr. Alm approved on December 20, 2018 and this revised contract with Meyers Nave, the costs for legal services have gone down, as shown in Table 1, attached. COMMITTEE RECOMMENDATION The Administration Committee reviewed this matter on February 19 and March 12, 2019. RECOMMENDED BOARD ACTION Authorize the General Manager to amend and extend the contract with Meyers Nave for legal services effective April 1, 2019 through December 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 GOAL THREE: Be a Fiscally Sound and Effective Water Sector Utility Strategy 1 - Conduct long-range financial planning, Strategy 2- Manage costs GOAL FOUR: Develop and retain a highly trained and innovative workforce Strategy 1 - Ensure adequate staffing and training to meet current and future operational levels ATTACHMENTS: 1. Meyers Nave - Strikeout Contract 2. Meyers Nave - Clean Copy Contract 3. Meyers Nave - Table of Cost Comparison for Legal Services 4. Meyers Nave - Strikeout Contract Presented at 02-19-19 Admin Committee March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 4 of 97 Page 3 of 41 555 12th Street,Suite 1500 John D.Bakker Oakland,California 94607 Attorney at Law tel(510)808-2000 Direct Dial:(510)808-2015 fax(510)444-1108 jbakker@meyersnave.com www.meyersnave.com meyers nave July February 28,E 2019 President David R. Williams and Members of the Board of Directors Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Re: Engagement of Legal Services Dear President Williams and Members of the Board: 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 minor- edifie ions r-equesied by Staff and the Be r� "ar inis4atie,, Gene*tteemodifications made primarily to reflect the fact that Mr. Alm continues to serve as the District Counsel through a separate agreement with the District. 1. Scope of Engagement. Meyers Nave will r ide legal s i o o r-e by!&A, Dir-eeter-s, Agenda Review, Risk Management and other-staffed and Board Committ meetings en 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 one (21) half days-day per week(twe1ve{12four 4) 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. March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 5 of 97 Page 4 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 2 2. Term of Agreement. Meyers Nave shall seizve as T,:s, iet r,,tmse' vi provide such legal services from 3 April 1,�5�2019 through December 31, 24�52019, 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 gone (21) additional yeafF , following December 31, 82019, 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. Tr�zJohn D. Ahn-Bakker will be the principal in charge of representing the District's interests-as-. Mr. Bakker will serve as acting District Counsel and will be in Mr. Alm's absence. An experienced ftaer-level aeeeptable to the 1,:s associate attorney will be assigned as ene of Nin Alm's provide for-the transfer-of institutional knowledge as a faetor-in tfansition planning. in addition, an asseeiate ievel attemey aeeeptable to the Dis4iet will also be assigned to provide a tem tive to provide 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 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 6 of 97 Page 5 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 3 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. 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 7 of 97 Page 6 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 4 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, 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 confer 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 sue•)= 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 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 8 of 97 Page 7 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 5 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 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 affect 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 Vie-notices 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. Kenton L. A4fn To Meyers Nave: John D. Bakker 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—times 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 9 of 97 Page 8 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 6 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 ef-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, A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 10 of 97 Page 9 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 7 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. 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 truly yours, John D. Bakker 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: Miehae R. David R. Williams President, Board of Directors Acknowledged: CENTRAL CONTRA COSTA SANITARY DISTRICT By: A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 11 of 97 Page 10 of 41 Board of Directors July 9February 28, 2015 2019 July 9February 28, 2015 2019 Page 8 Katie Young Secretary of the District �z2 2nc1128 3197768.1 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 12 of 97 Page 11 of 41 ATTACHMENT 1 MEYERS,NAVE, RIBACK, SILVER& WILSON RATE SHEET Rates effective Anril 1. 2019 TIe�iJohn D. A4mBakker and other Senior or-Equit �1Principals $ 358 Principal $2S0335 Sr. of Counsel $305315 Sr. Associate $250275 Jr. Associate $240265 Paralegal $4-M145 Law Clerk $4-7-0180 $6.890 Onwiniz Retainer monthl (based on M hours per month) 13 800 Acting District Counsel Retainer(monthly) based on 40 hours per month 3 450 Acting District Counsel Retainer(weekly) based on 10 hours per week Acting District Counsel Retainer(daily) 690 (based on 2 hours per davl *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. "Onoina 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: Page 9 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 13 of 97 Page 12 of 41 Board Committee meetings ("on reqtiest), risk management d CASA legislative meetings; or-dinar-y Distr-iet Cetmsel ser-viees in support of wastewater-related industry gfoups (no , do ; providea for- atte d,nee t C n S n , r f 3} 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 Mitigation matters; 4}(h) Initial receipt and review of all correspondence, documents, faxes and e-mails, except on assigned Ali= ation matters; 6)Tw cc Four 4)hours per week of onsite (District Counsel Office Hours) legal services to be provided by Kenton L. Alm with assistanee of a pai4ner-level attomey and an assigned asseeiate level a4te ceeptable-te the str-icTan experienced associate attorney. Ongoing Retainer Services will initially be billed at the blended hourly rate 265 based on sixty x-twenty-six (6626)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. "Acting District Counsel Retainer" services for the purposes of this Agreement are those legal services customarily provided by the District Counsel. Meyers Nave would provide such services in the absence of the District Counsel. Such services specifically include the following: (a) Attendance at and preparation for 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: Page 10 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 14 of 97 Page 13 of 41 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, excepting calls on assigned litigation matters: (d) Initial receipt and review of all correspondence, documents, faxes and e-mails. except on assigned litigation matters; Ce Preparation and presentation of advice to the Board and Board Members (including customary ancillary activities related to representing the Board): fa 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 staffi Directors, and Counsel for the District. Such services will be provided by John Bakker with the assistance of a partner level attorney, acceptable to 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 i) Review of contracts for compliance with Central San's requirements and relevant statutes. This will focus primarily on 1. Capital Improvement Projects: 2. Routine contracts originating from Purchasjng; and 3. Miscellaneous contracts to include services provided bye xternal consultants/vendors to facilitate the General Manager and the Board's f° Acting District Counsel Retainer services will initially be billed at the blended hourly rate 345)based on forty(40) additional hours per month. Acting District Counsel Retainer services are in addition to Ongoing General Counsel services. Either party to this Agreement can at 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. The amount of the monthly retainer shall be adjusted on a proportionate basis to reflect the number of days in the month in which Acting District Counsel services were provided. Page 11 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 15 of 97 Page 14 of 41 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 12 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 16 of 97 Page 15 of 41 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. 2450537.1 3164268.1 Page 13 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 17 of 97 Page 16 of 41 555 12th Street,Suite 1500 John D.Bakker Oakland,California 94607 Attorney at Law tel(510)808-2000 Direct Dial:(510)808-2015 fax(510)444-1108 jbakker@meyersnave.com www.meyersnave.com meyers nave February 28, 2019 President David R. Williams and Members of the Board of Directors Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Re: Engagement of Legal Services Dear President Williams and Members of the Board: 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 made primarily to reflect the fact that Mr. Alm continues to serve as the District Counsel through a separate agreement with the District. 1. Scope of Engagement. 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 one (1) day per week(four(4)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. 2. Term of Agreement. Meyers Nave shall provide such legal services from April 1, 2019 through December 31, 2019, 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 one (1) additional year, following March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 18 of 97 Page 17 of 41 Board of Directors February 28, 2019 Page 2 December 31, 2019, 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. John D. Bakker will be the principal in charge of representing the District's interests. Mr. Bakker will serve as acting District Counsel in Mr. Alm's absence. An experienced associate attorney will be assigned to provide 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. 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 19 of 97 Page 18 of 41 Board of Directors February 28, 2019 Page 3 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, 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 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 20 of 97 Page 19 of 41 Board of Directors February 28, 2019 Page 4 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 confer 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 SeMc.). 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 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 affect 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 21 of 97 Page 20 of 41 Board of Directors February 28, 2019 Page 5 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 notices 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 Meyers Nave: John D. Bakker 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 times 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. 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 22 of 97 Page 21 of 41 Board of Directors February 28, 2019 Page 6 18. Attorney's Fees. In the event 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. 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 23 of 97 Page 22 of 41 Board of Directors February 28, 2019 Page 7 Again, we thank you for allowing us the opportunity to serve as your lawyers. Very truly yours, John D. Bakker 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: David R. Williams President, Board of Directors Acknowledged: CENTRAL CONTRA COSTA SANITARY DISTRICT By: Katie Young Secretary of the District 3197768.2 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 24 of 97 Page 23 of 41 ATTACHMENT 1 MEYERS,NAVE, RIBACK, SILVER& WILSON RATE SHEET Rates effective April 1, 2019 John D. Bakker and other Senior Principals $358 Principal $335 Sr. of Counsel $315 Sr. Associate $275 Jr. Associate $265 Paralegal $l 45 Law Clerk $180 $6,890 Ongoing Retainer(monthly) (based on 26 hours per month) $13,800 Acting District Counsel Retainer(monthly) (based on 40 hours per month) $3,450 Acting District Counsel Retainer(weekly) (based on 10 hours per week) Acting District Counsel Retainer(daily) $690 (based on 2 hours per day) *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. "Ongoing 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: Page 8 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 25 of 97 Page 24 of 41 (a) 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 litigation matters; (b) Initial receipt and review of all correspondence, documents, faxes and e-mails, except on assigned litigation matters; (c) Four(4)hours per week of onsite (District Counsel Office Hours) legal services to be provided by an experienced associate attorney. Ongoing Retainer Services will initially be billed at the blended hourly rate ($265)based on twenty-six (26)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. "Acting District Counsel Retainer" services for the purposes of this Agreement are those legal services customarily provided by the District Counsel. Meyers Nave would provide such services in the absence of the District Counsel. Such services specifically include the following: (a) Attendance at and preparation for 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, excepting calls on assigned litigation matters; (d) Initial receipt and review of all correspondence, documents, faxes and e-mails, 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. Such services will be provided by John Bakker with the assistance of a partner level attorney, acceptable to the District; (g) Management of outside counsel litigation services including providing coordination among Counsel for the District, staff, and Board of directors; Page 9 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 26 of 97 Page 25 of 41 (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 statutes. 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. Acting District Counsel Retainer services will initially be billed at the blended hourly rate ($345)based on forty(40) additional hours per month. Acting District Counsel Retainer services are in addition to Ongoing General Counsel services. Either party to this Agreement can at 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. The amount of the monthly retainer shall be adjusted on a proportionate basis to reflect the number of days in the month in which Acting District Counsel services were provided. Page 10 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 27 of 97 Page 26 of 41 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 11 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 28 of 97 Page 27 of 41 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. 3164268.1 Page 12 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 29 of 97 Page 28 of 41 Table 1 Cost Comparison for Legal Services Rates Under Previous Meyers Rates for Mr. Alm* and Revised Annual Nave Contract Meyers Nave Contract Retainer Savings Meyers Nave Kent Meyers Alm Nave Combined Monthly Retainer. Monthly Retainer. Hours 74 68 26 94 Hourly Rate $326 $220 $265 Total $24,124 $14,960 $6,890 Annualized Retainer. Annualized Retainer. $289,488 $179,520 $82,680 $262,220 $27,288 Hourly billing rate for Hourly billing rate for additional additional services of Mr. Alm services for a Senior Partner. or a Senior Partner. $341 $235 $358 *The rates for Kent Alm were approved by the Board on December 20, 2018, effective January 1, 2019. The rates indicated for Meyers Nave are those proposed under the revised contract. March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 30 of 97 Page 29 of 41 555 12th 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 J-UlyFebruary 8, 2015 2019 Nfieha ^�':"� President Williams and Members of the Board of Directors Central Contra Costa Sanitary District Board Members CENTRAL T CONTRA COSTA A SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Re: Engagement of Legal Services Dear President Williams and Members of the Board: 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 minor- edifie ions r-equested by Staff and the Be r� A a,. inis4 a fief Genet*tteemodifications made primarily to reflect the fact that Mr. Alm continues to serve as the District Counsel through a separate agreement with the District. 1. Scope of Engagement. Meyer-s Nave will provide legal s o o r-e by!-al', Dir-eeter-s, Agenda Review, Risk Management and other-staffed an-X-Boomar-d 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 one day per week(twe1v,-+12four(4 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 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 31 of 97 Page 30 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 2 document modifies the terms of this agreement for such litigation or special assignments. 2. Term of Agreement. Meyers Nave shall some as Dis riet r,.,,ns �provide such legal services from 3tp�March 1, 2015 2019, through December 31,204-82019, 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 gone (21) additional s , following December 31, 52019, 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. Tr�zJohn D. Bakker will be the principal in charge of representing the District's interests-as-. Mr. Bakker will serve as acting District Counsel and will be in Mr. Alm's absence. An experienced pa#ner-level aeeeptable to the Distfiet will associate attorney to be assigned as one of Nin Alm's provide for-the transfer-of institutional knowledge as a faetor-in transition planning. to provide a terra ive to provide 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 32 of 97 Page 31 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 3 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. 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, A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 33 of 97 Page 32 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 4 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, 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 confer 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 SeMc.) 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 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 34 of 97 Page 33 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 5 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 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 affect 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. Kenton L. A4n To Meyers Nave: John D. Bakker 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. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 35 of 97 Page 34 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 6 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. 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, A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 36 of 97 Page 35 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 7 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. 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 truly yours, Kentoirt John D. Bakker 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: Mieha l Din David R. Williams President, Board of Directors Acknowledged: CENTRAL CONTRA COSTA SANITARY DISTRICT A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 37 of 97 Page 36 of 41 Board of Directors July 9February 8, 2015 2019 July 9February 8, 2015 2019 Page 8 By: Katie Young Secretary of the District �z 205ii29 2 3164268.2 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 38 of 97 Page 37 of 41 ATTACHMENT 1 MEYERS,NAVE, RIBACK, SILVER& WILSON RATE SHEET Rates june 1, 201 cEff etiye effective March 1 2019 Kenton Wolin D. A4mBakker and other Senior or-Equit �1Princiaals $ 358 Principal $20345 Sr. of Counsel $305335 Sr. Associate $2-50275 Jr. Associate $240265 Paralegal $4-3-0145 Law Clerk $4-7-0180 20,900$6. 990 F4at-Onwiniz Retainer monthl (based on 26 hours per month) 13 800 Acting District Counsel Retainer(monthly based on 40 hours er month *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. "On�oin�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: Board Committee meetings (upea request), risk management id CASA le sl 4•. meetings; Page 9 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 39 of 97 Page 38 of 41 other-in „stf y e n fer-e ees , „loss p ed); v 3}Ga) 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 1i iga6eiY,,-liti ation matters; 4}(=b) Initial receipt and review of all correspondence, documents, faxes and e-mails, except on assigned litigatiefts4iti=gation matters; ,st r..,ar-y eill r-y ,,etivities related t „ i r�,,afd). v the 6)Tw�4-2 Uc Four 4)hours per week of onsite (District Counsel Office Hours) legal services to be provided by Kew 1 Alm with a ista ee f a pat4„ef level attafney and an assigned asseeiate level a4emey, aeeeptable to the . an experienced associate attorney. Ongoing Retainer Services will initially be billed at the blended hourly rate 265 based on sixty 4x-twenty-six (6626)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. "Acting District Counsel Retainer" services for the purnoses of this Agreement are those legal services customarily provided by the District Counsel. Meyers Nave would provide such services in the absence of the District Counsel. Such services specifically include the following: (a) Attendance at and preparation for Central Contra Costa Sanitary Board meetings. Agenda Review meetings, Board Committee meetings, and California Assoication of Sanitation Agencies Legislative meetings: b Legislative review for California Association of Sanitation Agencies Legiilative 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, excepting calls on assigned litigation matters: (d) Initial receipt and review of all correspondence, documents, faxes and e-mails. except on assigned litigation matters: Page 10 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 40 of 97 Page 39 of 41 (e Preparation and presentation of advice to the Board and Board Members (including customary anciallaU activities related to representing the Board); ft 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 accomomodate staff. Directors. and Counsel for the District. Such services will provided by John Bakker with the assistance of a partner level attorney. acceptable to the District: ) Mangement of outside counsel litigation services including providing coordation 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 i) Review of contracts for compliance with Central San's requirements and relevant statutes. this will focus primary on 1. Capital Improvement Projects; 2. Routine contracts originating from Purchasing: and 3. Miscellaneous contracts to include servcies provided by external consultants/vendors to facilitate the General Manager and the Board's Acting District Counsel Retainer services will initially be billed at the blended hourly rate 345)based on forty(40) additional hours per month. Acting District Counsel Retainer services are in addition to Ongoing General Counsel services. Either party to this Agreement can at 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. The amount of the monthly retainer shall be adjusted on a proportionate basis to reflect the number of days in the month in which Acting District Counsel services were provided. Page 11 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 41 of 97 Page 40 of 41 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 12 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 42 of 97 Page 41 of 41 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. 2450537.1 3164268.1 Page 13 March 12, 2019 Regular ADMIN Committee Meeting Agenda Packet- Page 43 of 97