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HomeMy WebLinkAbout4.b. Review Draft Position Paper to Authorize the General Manager to execute a one-year extension to the existing contract for legal services with Meyers Nave, effective January 1, 2021 through December 31, 2021 Page 1 of 14 Item 4.b. Algi CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER DRAFT MEETING DATE: SEPTEMBER 29, 2020 SUBJECT: REVIEW DRAFT POSITION PAPER TO AUTHORIZE THE GENERAL MANAGER TO EXECUTE A ONE-YEAR EXTENSION TO THE EXISTING CONTRACT FOR LEGAL SERVICES WITH MEYERS NAVE, EFFECTIVE JANUARY 1, 2021 THROUGH DECEMBER 31, 2021 SUBMITTED BY: INITIATING DEPARTMENT: TEJI O'MALLEY, HUMAN RESOURCES OPERATIONS - POD - HUMAN RESOURCES MANAGER REVIEWED BY: ROGER S. BAILEY, GENERAL MANAGER ISSUE Board authorization is requested for the General Manager to execute an extension to the existing contract for legal services with Meyers Nave, effective January 1, 2021 through December 31, 2021. BACKGROUND Central San has had a relationship with Meyers Nave since 2002. 1 n July 2015, Central San entered into its current contract with Meyers Nave to provide general legal services and Counsel for the District services from Kenton L. Alm, Esq. When Mr. Alm retired from Meyers Nave at the end of 2018, Central San entered into a separate contract with Mr. Alm to continue providing Counsel for the District services and amended the existing contract with Meyers Nave to provide back-up legal support. The District recently retained Mr. Alm's services through December 31, 2021. The scope of engagement with Meyers Nave provides ongoing assistance to Mr. Alm in the form of half- day weekly 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 is the responsibility of Central San staff, Mr. Alm assigns, reviews, and directs the day-to-day work of Meyers Nave staff. This arrangement with Meyers Nave and Mr.Alm has worked well and staff recommends exercising the one- year extension with Meyers Nave under the existing terms and conditions. The proposed letter of engagement, showing tracked changes to the previous letter of engagement, is attached. 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 17 of 37 Page 2 of 14 Central San. FINANCIAL IMPACTS There are no changes to the terms, conditions, or rates in the proposed letter of engagement to extend the existing arrangement with Meyers Nave. The monthly retainer remains at$6,890 based on 26 hours per month and a blended rate of$265 per hour. Meyers Nave will continue to 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 a blended rate of$345 per hour. The actual amount to be billed will continue to be based on the number of days in the month Meyers Nave served as "Acting Counsel of the District." The rate sheet for specialized services is included as Attachment 1 to the enclosed proposed letter of engagement. COMMITTEE RECOMMENDATION The Administration Committee reviewed this matter on September 29 and recommended extending the contract with Meyers Nave for legal services effective January 1, 2021 through December 31, 2021. RECOMMENDED BOARD ACTION Strategic Plan Tie-In GOAL FOUR: Workforce Development Strategy 1—Proactively plan for future operational staffing needs ATTACHMENTS: 1. Draft Proposed Engagement Letter September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 18 of 37 Page 3 of 14 1999 Harrison Street,9th Floor John D.Bakker DRAFT Oakland,California 94612 Attorney at Law tel(510)808-2000 Direct Dial:(510)808-2015 fax(510)444-1108 jbakker@meyersnave.com www.meyersnave.com meyers nave October 15 2020 President David Michael R. McGillWilliams Members of the Board of Directors Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Re: Engagement of Legal Services Dear President '« �'��sMcGill 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-half(1/2) 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, January 1, 2021 through December 31, 2021, in accordance with the hourly rates,retainer fees and definitions set forth in Attachment 1. This agreement may be extended by tmilater-al aetion of the Diistr-iet anflua4y4of o / tieoal yeaf!, f llay. , ng December 31, 2019, &tthe I and September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 19 of 37 Page 4 of 14 Board of Directors DRAFT nn.,..h 1 7 201 oc p+,,m be-F 1 5n,.+ -her 15,2 October 15,2020 Page 2 fetentio fees of f Ah within Attaehment 4—. 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 20 of 37 Page 5 of 14 Board of Directors DRAFT nn.,..h 17 2019c p+em-he-F 150-et -her 15,2 October 15,2020 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 parry 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 parry 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 21 of 37 Page 6 of 14 Board of Directors DRAFT nn.,..h 1 7 201 oc p+,,m be-F 1 5n,.+ -her 15,2 October 15,2020 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 seq.). 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 22 of 37 Page 7 of 14 Board of Directors DRAFT nn.,..h 17 2019c p+em-h,,.150-et -her 15,2 October 15,2020 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 1999 Harrison Street, 9th Floor Oakland, California 94612533 12th S4eet, Suite 159A 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 23 of 37 Page 8 of 14 Board of Directors DRAFT nn.,..h 17 2019c p+em-he-F 150-et -her 15,2 October 15,2020 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 24 of 37 Page 9 of 14 Board of Directors DRAFT nn.,..h 17 2019c p+em-he-F 150-et -her 15,2 October 15,2020 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: Michael R. WifliafftsMcGill President, Board of Directors Acknowledged: CENTRAL CONTRA COSTA SANITARY DISTRICT By: Katie Young Secretary of the District 3586816.2 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 25 of 37 Page 10 of 14 DRAFT ATTACHMENT 1 MEYERS, NAVE,RIBACK, SILVER& WILSON RATE SHEET Rates effective April 244-9Januar 1 2021 John D. Bakker and other Senior Principals $358 Principal $335 Sr. of Counsel $315 Sr. Associate $275 Jr. Associate $265 Paralegal $145 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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 26 of 37 Page 11 of 14 DRAFT (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 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 27 of 37 Page 12 of 14 DRAFT (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. Pagc 10 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 28 of 37 Page 13 of 14 DRAFT 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 Pagc 11 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 29 of 37 Page 14 of 14 DRAFT 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 Pagc 12 September 29, 2020 Regular ADMIN Committee Meeting Agenda Packet- Page 30 of 37