HomeMy WebLinkAbout04. Authorize new agreement with District Counsel Kent Alm Page 1 of 7
Item 4.
CENTRAL SAN BOARD OF DIRECTORS
POSITION PAPER
MEETING DATE: AUGUST 6, 2020
SUBJECT: RESCIND THE CURRENT PROFESSIONAL SERVICES AGREEMENT
WITH KENTON L. ALM, ESQ., FOR COUNSEL FOR THE DISTRICT
SERVICES AND EXECUTE A NEW PROFESSIONAL SERVICES
AGREEMENT, EFFECTIVE AUGUST 6, 2020 THROUGH DECEMBER 31,
2021
SUBMITTED BY: INITIATING DEPARTMENT:
TEJI O-MALLEY, HUMAN RESOURCES OPERATIONS - POD - HUMAN RESOURCES
MANAGER
REVIEWED BY: ANN SASAKI, DEPUTY GENERAL MANAGER
ROGER S. BAILEY, GENERAL MANAGER
Roger S. Bailey
General Manager
ISSUE
The Board of Directors has the authority to execute a professional services agreement with Kenton L.
Alm, Esq., for Counsel for the District services effective August 6, 2020 through December 31, 2021.
BACKGROUND
The District has been receiving general legal services and Counsel for the District services from Kenton
L. Alm, Esq., since 1986. From 2002 to 2019, Mr. Alm served the District as a principal in the firm of
Meyers Nave. As of January 2019, Mr. Alm retired from Meyers Nave, at which point he was contracted
directly by the District to act as Counsel for the District. This was in addition to a separate contract for
Meyers Nave to provide backup Counsel for the District services, provide assistance to Mr. Alm, and
provide specialty legal services on an as-needed basis.
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 the District. To do so, the Board must rescind the
August 6, 2020 Regular Board Meeting Agenda Packet- Page 22 of 107
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current agreement with Mr. Alm and execute a new proposed Professional Services Agreement
(Attachment 1), including a rate adjustment, which will be effective August 6, 2020 to December 31, 2021.
ALTERNATIVES/CONSIDERATIONS
The Board could elect not to enter into the contract and issue a Request for Proposal for Counsel for the
District services. This is not recommended at this time, as Mr. Alm has extensive experience and historical
knowledge working with the District.
FINANCIAL IMPACTS
Per the proposed rate sheet (Attachment 2), Mr. Alm's proposed hourly rate for retainer services will
increase from $220 to $230 and the retainer hours will increase from 68 to 72 which results in a monthly
cost of $16,560 per month. The hourly rate of $235 for additional services remains unchanged.
COMMITTEE RECOMMENDATION
The Administration Committee did not review this matter.
RECOMMENDED BOARD ACTION
Rescind the current professional services agreement with Kenton L. Alm, Esq., for Counsel for the District
services and execute a new professional services agreement, effective August 6, 2020 through
December 31, 2021.
Strategic Plan re-In
GOAL FOUR: Workforce Development
Strategy 1—Proactively plan for future operational staffing needs
GOAL SIX: Innovation and Optimization
Strategy 1—Implement the Central San Smart Initiative
ATTACHMENTS:
1. Proposed Professional Services Agreement with Attachment 1 (Rate Sheet)
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26 Hillcroft Way Kenton L.Alm
Walnut Creek,California 94597 Attorney at Law
(510)375-4571
August 6, 2020
Honorable Board of Directors
Central Contra Costa Sanitary District
5019 Imhoff Place
Martinez, California 94553
Re: Modified Engagement of Legal Services
Dear Honorable Board of Directors:
Thank you for your confidence in continuing to retain me, Kenton L. Alm, as your District
Counsel. I will practice as sole practitioner as the law offices of Kenton L. Alm, ("Counsel")
to perform legal services for Central Contra Costa Sanitary District ("District" or "Client"). I
appreciate the opportunity and look forward to working with you under a new
arrangement.
This Engagement Letter of Legal Services (the "Agreement") sets forth the agreement
concerning the legal services to be provided, conflict disclosure and waiver, and fee
arrangements for those services.
1. Scope of Engagement. Counsel will provide legal services reasonably required
to represent the District as its general counsel (District Counsel). Certain ordinary and
reoccurring services as set forth under Retainer Services on Attachment 1 will be
provided as set forth thereon. Additional legal services not falling within the scope of
Retainer Services, or services for specific legal projects requiring substantial hours in
excess of the hourly basis for retainer services set forth in Attachment 1, shall be
provided if desired by the District and billed separately at the hourly rates also set forth
on Attachment 1. If additional work is requested not falling within the ordinary and
normal services provided by District Counsel, including work on a specific additional
legal project, a Supplemental Letter of Legal Services confirming this additional work
and associated terms shall bring it within the scope of this Agreement.
2. Fees and Personnel. As compensation for services, fees will be based on the billing
rates set forth in Attachment 1. These rates and scope of services under the Retainer
Services provision may be reviewed annually, with any agreed-upon changes effective
January 1 of each year; however, it is agreed to enact the new rates in Attachment 1
effective the execution date of this agreement.
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Honorable Board of Directors
Central Contra Costa Sanitary District
August 6, 2020
Page 2
Counsel will be in charge of the provision of outside legal services which may be provided
for the District, with the exception of Labor and Employment matters. For so long as the
District continues to contract with the Meyers Nave law firm, Counsel will rely on that firm
to provide back-up for services Counsel may not be able to provide due to vacations or
other unavailability, or for services which may more appropriately be provided by a Meyers
Nave firm member with appropriate skills. If it is felt that other attorneys and/or
paralegals should be assigned to work on District matters, then Counsel will be primarily
responsible for directing their work. The general terms of Meyers Nave's engagement and
its compensation shall be subject to a separate agreement between the District and Meyers
Nave.
3. Authorized Representative. By signing below, the District's President of the Board
of Directors represent that he is authorized to execute this Agreement and otherwise make
decisions on the District's behalf.
4. Disbursements and Expenses. In addition to hourly fees, Counsel may incur
out-of-pocket expenses related to the District's representation. Counsel will be
reimbursed for certain outside services incurred in the course of providing legal services
to the District. Outside services will include, but are not limited to, all third-party
expenses, delivery charges, travel expenses, or outside research services. Specific
arrangements will be agreed to for reimbursement in the event it becomes appropriate
for Counsel to hire consultants or experts on behalf of the District.
5. Participation in California Association of Sanitation Agencies (CASA). The
District agrees that it is in its best interest for Counsel to participate in CASA activities,
and when possible and necessary to attend various meetings and conferences. The
District will pay for or reimburse Counsel for reasonable travel expenses associated with
such activities.
6. Billing and Payment Responsibilities. Counsel will send monthly statements
which are due within thirty (30) days of receipt. If the District has any questions about
an invoice, it is requested to promptly contact Counsel so that the matters may be
discussed.
7. Termination of Services. The District may terminate Counsel's services at any time
by sixty (60) days' written notice. After receiving such notice, Counsel will cease providing
services in accordance with that notice. Termination of Counsel services, whether by the
District will not relieve the obligation to pay for services rendered and costs incurred before
Counsel's services formally ceased. Notwithstanding the foregoing, in the event that
Counsel determines that he will no longer be able to provide District Counsel services due
to full retirement, health concerns or other changes in circumstances, he will provide the
maximum notice practical and not less than six (6) months' notice unless exigent health
conditions were to prevent same. Counsel will cooperate fully with the District to
facilitate the District's preferences in the process of selection of new counsel.
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Honorable Board of Directors
Central Contra Costa Sanitary District
August 6, 2020
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8. Insurance. During the term of this engagement, Counsel shall take out and
maintain general liability, auto and professional errors and omissions insurance, in amounts
acceptable to the District.
9. Guarantee of Outcome. Any comments made by Counsel about the potential
outcome of this matter are expressions of opinion only and are not guarantees or promises
about any outcome or results.
10. Dispute Resolution. In the event the District becomes dissatisfied with any aspect
of the relationship, Counsel encourages the District to bring such concerns to his attention
immediately. If the dispute is unable to be resolved, either arising out of or in connection
with this Agreement or relating to the services performed by Counsel, to Counsel and the
District's mutual satisfaction, Counsel will first comply with any mandatory Bar Association
dispute resolution procedures that may apply to any such dispute.
11. Entire Agreement; Full Understanding; Modifications in Writing. This
Agreement contains the entire agreement about Counsel's representation. Any
modifications or additions to this Agreement must be made in writing.
12. Conflicts/Waiver. Counsel is not aware of any potential conflicts regarding
continued representation of the District. If any conflict were to arise, Counsel will
promptly notify the District and follow the Rules of Professional Conduct for lawyers.
If this Engagement Letter of Legal Services is consistent with your understanding of our
respective responsibilities, please so indicate by returning a signed copy of this letter to me
at your earliest convenience.
Very truly yours,
Kenton L. Alm
Attorney at Law
These terms are accepted and agreed to as of the date of this letter:
Central Contra Costa Sanitary District
By:
Michael R. McGill
President of the Board of Directors
August 6, 2020 Regular Board Meeting Agenda Packet- Page 26 of 107
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Attachment 1
KENTON L. ALM, ESQ.
RATE SHEET
RATES
Effective August 6, 2020
$230/hour— 72 hours
Kenton L. Alm — Retainer
$16,560/month
Kenton L. Alm — Additional Services $235/hour
Legal Assistance Actual rate to be reviewed by
(Subconsultant to K. Alm) 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 more than a full week, the retainer amount due Mr. Alm will
be proportionately reduced to reflect that absence. Mr. Alm may make arrangements
with the General Manager to provide legal services remotely without on-site office hours
for a short period without incurring a proportionate reduction in the monthly retainer.
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 seventy-two (72) hours per month of retainer
time. The retainer specifically includes the following:
a. Attendance at Central Contra Costa Sanitary District 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, except calls on special legal assignments for which there is an
authorization to bill separately;
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ATTACHMENT 'l'
d. Receipt and review of all correspondence, documents, faxes, and e-mails received
or reviewed remotely, except on separately billed legal 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, Board of Directors, and outside litigation
counsel;
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
legal requirements. This will focus primarily on:
1. Capital Improvement Projects;
2. Contracts originating from Purchasing; and
3. Contracts for services provided by consultants/vendors including contracts
authorized by Board actions.
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