HomeMy WebLinkAbout4.a. Provide Direction on District Labor and Employment Related Counsel Services Succeeding the Retirement of Principal Counsel W. Daniel Clinton in 2021 Page 1 of 13
Item 4.a.
,orVIOIN SAN
September 29, 2020
TO: ADMINISTRATION COMMITTEE
FROM: TEJI O'MALLEY, HUMAN RESOURCES MANAGER
REVIEWED BY: ROGER S. BAILEY, GENERAL MANAGER
SUBJECT: PROVIDE DIRECTION ON DISTRICT LABORAND EMPLOYMENT
RELATED COUNSEL SERVICES SUCCEEDING THE RETIREMENT OF
PRINCIPAL COUNSEL W. DANIEL CLINTON, ESQ., IN 2021
Mr. Clinton has provided the District with employment and labor related legal services for almost 30 years,
and the District has had a contract with his current firm, Hanson Bridgett LLP, since 1998. 1 n 2019, the
District renewed the contract with Mr. Clinton (Attachment 1)for a one-year term ending December 31,
2019. That contract with Hanson Bridgett and Mr. Clinton was extended for an additional year, to
December 31, 2020, under the same terms.
Mr. Clinton's historical knowledge of the District, along with his legal expertise, has been extremely
valuable to the District. During the past several years, there has been a large amount of turnover at the
District, which has resulted in the loss of institutional knowledge. Mr. Clinton, with his advice and counsel,
assisted in maintaining consistency and continuity, which are critical for Human Resources related issues.
Both Mr. Clinton and Hanson Bridgett staff exhibit high levels of responsiveness and excellent customer
service while providing proactive legal advice and counsel.
n July 2019, the Administration Committee discussed Mr. Clinton's succession plan with him.At that time,
Mr. Clinton identified Jennifer Martinez, Esq., as a prospective replacement. Her profile is attached
(Attachment 2). Ms. Martinez is currently a Partner with Hanson Bridgett and specializes in various
employment law matters.
Mr. Clinton has since announced his intent to retire in late 2021, and is recommending Ms. Martinez, to be
his successor if the District were to continue its contract with Hanson Bridgett. Ms. Martinez will be
attending the Committee meeting on September 29, 2020 for an introduction by Mr. Clinton.
At this time, the District has two options in its choice of labor and employment related legal services:
1. Continue contracting with Hanson Bridgett LLP, with Jennifer Martinez, Esq., as principal counsel to
the District.
2. Issue a formal Request for Proposal (RFP) and direct staff to procure the services of a firm
specializing in labor and employment related legal services. Hanson Bridgett could potentially submit
a proposal and be selected. The District has not issued a formal RFP since Mr. Clinton has been
acting as labor counsel.
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 4 of 37
Page 2 of 13
Staff is requesting direction from the Committee to ensure a smooth transition upon Mr. Clinton's
retirement. Board approval is required to enter into a contract for labor and employment related legal
services.
Strategic Plan Tie-In
GOAL FOUR: Workforce Development
Strategy 1—Proactively plan for future operational staffing needs, Strategy 2—Foster relationships across all levels of
Central San
ATTACHMENTS:
1. Extension, Revision, and Contract with Hanson Bridgett L L P
2. Profile of Jennifer Martinez, Esq., of Hanson Bridgett
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 5 of 37
ATTACHMENTPpge 3 of 13
Central Contra Costa Sanitary District
Protecting public health and the environment 5079 ■ Place, 94553-4392
PHONE:(925)228-9500
FAX:(925)372-0192
December 19, 2019 www.cenfralsan.org
ROGER S.Via Y
Genera!Manager
Terry E. Villicana KENTONL ALM
Legal Secretary to W. Daniel Clinton Coen-4elf510)375i4571
g rY Oslo}sus-�s�l
Hanson Bridgett LLP KA77F.YOUNG
425 Market Street, 2611 Floor Secrelary oflfre lJixlrirf
San Francisco, CA 94105
Re: Extension of Contract for Legal Services between Central Contra Costa Sanitary
District and Hanson Bridgett LLP
Dear Ms. Villicana:
Our existing contract for legal services with Hanson Bridgett LLP dated January 1,
2018, as revised, was set to expire December 31, 2019, unless extended. I am pleased
to inform you that the Central San Board of Directors, at its meeting earlier today,
authorized a one-year extension of the agreement through December 31, 2020, at the
same hourly rates and terms as set forth in the original contract.
We look forward to our continued working relationship with Hanson Bridgett in 2020.
If you have any questions, please do not hesitate to call.
Sincerely,
Katie Young
Secretary of the District
Idma
cc: Ann Sasaki, Deputy General Manager
TO O'Malley, Human Resources Manager
BOARD OF DIRECTO►U
DAYID R-WILLIAMS,Prnsldcnl MICHAF.1.R.Mc{i1L7,Prrsrden[Pm Te»r•FAUI.H.C 4USEY•JAM&SA-NEJEpI Y•TAD..Pll.&CKl
I_WW paw
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 6 of 37
Page 4 of 13
REVISION NO. I
TO
CONTRACT FOR LEGAL SERVICES
WITH
HANSON BRIDGETT LLP
This Revision No. 1 is issued to make the following changes, as approved by the Board
of Directors on November 15, 2018:
• Completion Date — ❑ecember 31, 2019
Revise as follows:
1. ARTICLE III: TERM OF THE AGREEMENT:
The term of this Agreement shall be renewed from January 1, 2019 through
December 31, 2019, as set forth in Article 11. It is anticipated that this Contract may
be extended with the mutual consent of each party thereafter.
All other terms and conditions shall remain the same.
HANSON BRIDGETT LLP
By: C
W. 15AN I EC CLINT
CENTRAL CONTRA COSTA SANITARY DISTRICT
r
By: G.
JAMES A. NEJEDLY
`President, Board of Directors
Acknowledge
By:
KATIE Y G
Secretary of he i trict
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 7 of 37
Page 5 of 13
rage 4 or V
CONTRACT FOR LEGAL SERVICES
BET" -EEN
CENTRAL C0TRA COSTA SANITARY DISTRICR`
AND
HANSO BRIDCETT LLP
BY THIS AGREEMENT, made and entered into this first day of January 2018, by and
between the CENTRAL CONTRA COSTA SANITARY DISTRICT, a political subdivision,
hereinafter referred to as the"District,"together with the Law Firm of Hanson Bridgett LLP and
W. Daniel Clinton, hereinafter collectively referred to as "Labor Counsel for the District" or
"Firm,"the parties mutually agree as follows:
SCOPES OF SERVICES
ARTICLE h
1. Labor Counsel for the District, comprised of W. Daniel Clinton and such members
of the firm of HANSON BRIDGETT LLP,as are deemed appropriate by the District and the Firm,
shall perform labor and employment related services and legal representation on behalf of the
District as directed by the Board of the District. Labor Counsel for the District shall work in a
cooperative role with the District's management team through the General Manager.
2. It is anticipated that Labor counsel for the District will provide legal services as
reasonably required to represent the District and as directed by the District. Labor Counsel will
provide the Board and its management team with legal advice and representation on labor and
employment related matters and shall take reasonable steps to keep District informed and respond
to District inquiries.
3. The District may in its discretion refer litigation matters, labor negotiations and/or
special projects to Labor Counsel for the District on a case-by-case basis, which matters will be
handled pursuant to the compensation schedule and other terms herein,unless otherwise agreed by
the parties;however,there is no requirement that the District refer such matters to the Firm,nor is
there a requirement that the District use the firm exclusively for all legal work concerning District
labor and employment issues.
COMPENSATION
ARTICLE II:
1. Labor Counsel for the District will provide legal services from January 1, 2018
through December 31,2018,at the hourly rates set forth on Appendix A,attached. At the District's
sole discretion, this contract may be renewed for an additional year, from January 1, 2019 to
December 31,2019, at the hourly rates set forth on Appendix A, attached.
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Page 6 of 13
gage or d
2. Labor Counsel for the District will provide on a monthly basis documentation of
actual hours worked by each member of the Firm, together with a designation of the case name
and number,a description of the activity undertaken, and he District staff member req�:esting the
legal services. Labor Counsel for the District shall also make available to the Distric�for audit all
of such records so maintained.
3. The Firm's billing rates incorporate normal and routine administrative charges
reflecting the costs of mailings, telephone, accounting, and use of other Firm clerical and
administrative services. Other discreet, non-routine costs incurred by the Firm on behalf of the
District, shall be separately invoiced by the Firm and reimbursed by the District. Such
reimbursable costs shall include costs such as, for example, expert witness fees, court filing fees,
deposition costs, travel costs outside of Contra Costa, Alameda and San Francisco, messenger
services,overnight mailings,facsimiles,duplicating,and computer research charges.
TERM OF THE AGREEMENT
ARTICLE III:
The tern of this Agreement shall be from January 1, 2018 through December 31, 2018,
and it may be renewed at the District's sole discretion for an additional year, as set forth in
Article II. It is anticipated that this Contract may be extended with the mutual consent of each
party thereafter,
CONFEDENTIAL RELATIONSHIP
ARTICLE IV;
All dealings of the parties under this Agreement shall be confidential and no report, data,
information, or communication developed, prepared, or assembled by Labor Counsel for the
District under this Agreement shall be revealed,disseminated,or made available by Labor Counsel
for the District to any person or organization other than the District without the prior knowledge
and concurrence of the District.
ASSIGNMENT AND LAWS
ARTICLE V:
Labor Counsel for the District shall not subcontract any of the work or assign any of its
rights or obligations without the prior written consent of the District. This Agreement shall be
governed by the laws of the State of California.
NOTICES
ARTICLE VI:
All notices or other official correspondence relating to contractual maters between the
parties hereto shall be made by depositing same in first-class, postage-paid mail addressed as
follows:
2
13965369.1
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rags ti or'd
To Labor Counsel for the District: W.DANIEL CLINTON, ESQ.
HANSON BRIDGETT LLP
425 Market Street, 25th Floor
San Francisco, CA 94105
To District: ROGER S.BAILEY
General Manager
CENTRAL CONTRA COSTA
SANITARY DISTRICT
5419 Imhoff Place
Martinez,CA 94553
or to such other address as either parry may designate hereinafter in writing delivered to the other
party.
CONFLICT OF INTEREST
ARTIC E VU:
Labor Counsel for the District promises and agrees that Labor Counsel for the District and
members of his staff shall avoid any actual or potential conflicts of interest. Labor Counsel for the
District agrees to immediately notify the Board of Directors and the General Manager of any cases
which may involve an actual or potential conflict of interest.
INDEMNIFICATION
ARTICLE VIH.
Neither the District nor Labor Counsel for the District shall be required to indemnify the
other party to this Agreement. Nothing in this Agreement is intended to limit or alter the rights of
each party against the other party as such rights may exist under the laws of the State of California.
INSURANCE
ARTICLE IX.-
During the entire term of this Agreement and any extension or modification thereof,Labor
Counsel for the District shall keep in effect insurance policies providing coverage for general
public liability, including lawyers' professional liability, and workers' compensation exposure at
limits deemed acceptable by the District. Labor Counsel for the District shall provide Certificates
of Insurance and other evidence of insurance, including copies of the policies as may be requested
by the District to demonstrate that the above required insurance coverages are in effect.
Automobile insurance coverage will be provided by the Firm through its general liability coverage
or by the individual members of the Firm pursuant to their personal automobile policies,and such
coverage shall be at levels acceptable to the District.
3865389 l
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rage r or a
TERMINATION
ARTICLE X:
This Agreement may be terminated by either party, at its sole discretion, upon thirty (30)
calendar days prior written notice;provided,however,if a court action(s)has been filed,Firm may
terminate this contract and withdraw from representation of District in such action(s)only with the
District's consent or upon court approval.
In event that W. Daniel Clinton were to leave the Firm of HANSON BRIDGETT LLP, or
be unable or unwilling to continue to serve as Labor Counsel for the District as a member of said
Firm for any reason, the District shall have the right to continue to direct HANSON BRIDGETT
LLP, to perform such legal services as the District deems advisable and to obtain other legal
services in whatever manner the District deems advisable, or to immediately terminate the
Agreement in the District's sole discretion.
TERMS
ARTICLE XI:
No alteration or variation of the terms of this Agreement shall be valid unless made in
writing and signed by the parties hereto. No oral understanding or agreement not incorporated
herein shall be binding on any of the parties hereto.
ARTICLE RE TRIGS
ARTICLE XII:
Article headings in this Agreement are for convenience only and are not intended to be
used in interpreting or construing the terms,covenants, and conditions of this Agreement.
PARTIAL INVALIDITY
ARTICLE XM:
If any term, covenant, condition, or provision of this Agreement is found by a court of
competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions hereof
shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated
thereby.
SURVIVAL
ARTICLE XIV:
Notwithstanding the District's acceptance of the services or termination thereof and
payment therefor, Labor Counsel for the District shall remain obligated under all clauses of this
Agreement which expressly or by their nature extend beyond and survive such acceptance,
termination and payment.
4
13865339.1
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vage is or v
Notwithstanding the acceptance of the services of Labor Counsel for the District or
termination thereof and payment therefor, the District shall remain obligated under all clauses of
this Agreement which expressly or by their nature extend beyond and survive such acceptance,
termination and payment.
SIGNATURES
ARTICLE XY:
These signatures attest the parties' agreement hereto.
CENTRAL CONTRA COSTA SANITARY DISTRICT
By:
PAUL H. SEY
President, Ba o Directors
Attest: BLAINE R. BOEHME
Secretary of the District
By:
HANSON BRIDGETT LLP
By:
W. DANIEE OUNTON
13$b5384]
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page a or 9
APPENDIX A
HANSON BRIDGE'I`T LLP
District Billing Rate District Bilking Rate
Attorney OV0112018 _ 0 /W2019
W.Daniel Clinton $420.00 $430.00
Rates for all other attorneys and legal assistants will be at a 10 percent(10%)discount of the Finn's
regular billing rates.
13865389.1
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ATTACHMENT 2
Jennifer M. Martinez
Jennifer represents private and public employers in federal and state San Francisco
court litigation and before administrative agencies regarding
discrimination (including race, sex, age, national origin, sexual Hanson Bridgett LLP
orientation, and disability), harassment, retaliation, breach of contract S
, a Market Street, 26th Floor
wrongful termination, and numerous other types of employment law San Francisco, CA 94105
matters.Jennifer also handles complex wage and hour class action 415-995-5842 Direct Phone
litigation (including off-the-clock claims, meal and rest period violations, 415-995-9366 Fax
exempt misclassification, and contractor misclassification) in both federal
and state courts, as well as other representative and collective actions jmartinez@hansonbridgett.com
under the California Private Attorneys General Act and the federal Fair
Labor Standards Act.Within the past year, Jennifer second chaired a Firm Leadership
state court jury trial, obtaining a complete defense verdict for her client on
a claim of disability discrimination and failure to accommodate. Recruiting Committee
In addition to her litigation practice, Jennifer counsels employers on a
wide variety of employment issues, such as hiring practices, employment Practices/Industries
policies, disability accommodations and leave administration, employee Labor& Employment
and contractor classification issues, employment contracts, enforceability
of covenants not to compete, leaves of absence, terminations, and Litigation & Dispute Resolution
reductions in force. She specializes, in particular, in advising start-ups, Class Actions
early stage companies, and technology companies. In addition to general Employment Class Actions
advice and counseling, Jennifer handles sensitive harassment and
whistleblower investigations.
Jennifer also has considerable merger and acquisition experience,
assisting clients in structuring corporate transactions to minimize
employment-related risks and maximize the value of the transaction from
an employment perspective.Jennifer assists clients with post-transaction
issues as well, including integration, policy compliance, employee
leveling, and restructuring.
Prior to joining Hanson Bridgett, Jennifer practiced in the employment
litigation and employee mobility practices at Wilson Sonsini Goodrich &
Rosati in Palo Alto.
Publications
"Latino Realities and the Internal Revenue Code:A Critical Perspective,"
co-author, University of Florida Judicial Law and Public Policy(2011)
Presentations
® HansonBridgett
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 14 of 37
Page 12 of 13
Jennifer M. Martinez
HansonBridgett
Partner
"Business is Disrupted: Getting Ahead of Privacy Issues," co-speaker, Hanson Bridgett Business Disruption
Strategies Webinar(April 2020)
"A Ban, An Injunction, Preemption, Oh My!," Hanson Bridgett 2020 Labor& Employment Seminar(January 2020)
"Wage and Hour Questions:A Practical Legal Guide," co-speaker, ATA Trucking Legal Forum (July 2019)
"Learn What it Takes to Excel as a Junior Associate," presenter, Real Talk Boot Camp (December 2018)
"Steps in the Grievance Process—The Importance of Asserting and Maintaining The Employer's Defenses in Every
Step," co-presenter, Northern California Chapter of the International Public Management Association - Human
Resources (March 2018)
"Proactive Strategies for Coping with Workplace Class Action Claims Before Litigation," Hanson Bridgett Labor&
Employment Seminar(January 2018)
"Regulatory, Legal, & Government Affairs Impact on the Home Delivery Industry," co-speaker, Annual Meeting of the
National Home Delivery Associations (August 2017)
"Employment Law and Human Resources Issues,"AAPA Port Administration and Legal Issues Seminar(March
2017)
"Whistleblowing and Retaliation Claims-What are they Really About?," NCCIPMA-HR Annual Chapter Conference
(March 2017)
"Special District Executive Recruitment, Evaluation, and Compensation," co-presenter, California Special Districts
Association Annual Conference (October 2016)
"Use and Misuse of Social Media in the Workplace," co-presenter, National Bar Association's Labor and Employment
Section Annual Conference (October 2016)
"NLRB Aggressively Driving Its Agenda:Trials,Tribulations & Legal Responses," co-presenter, ATA Litigation Center's
Forum for Motor Carrier General Counsel (July 2016)
"A Day in the Life of a Defense-Side Employment Practitioner," UC Hastings (March & October 2016)
"Meal Breaks and CA Sick Leave," co-presenter, Golden Gate Restaurant Association Webinar(June 2015)
Honors &Awards
Northern California Super Lawyers Rising Stars (2013-2017)
Professional Affiliations
Bar Association of San Francisco
San Francisco La Raza Lawyers Association
September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 15 of 37
Page 13 of 13
Jennifer M. Martinez
HansonBridgett
Partner
Academic Distinctions
Member Editor, Stanford Journal of Civil Rights and Civil Liberties
President, Stanford StreetLaw
Co-President, Stanford Latino Law Students Association
Co-president,Women of Color Action Network
Education
J.D., Stanford Law School (2008)
B.A., cum laude, University of California, Los Angeles (2004)
Admissions and Courts
California
U.S. District Court for the Northern District of California
U.S. District Court for the Central District of California
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