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HomeMy WebLinkAbout06. Authorize extension of contract for labor and employment related counsel services Page 1 of 10 Item 6. CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER MEETING DATE: OCTOBER 15, 2020 SUBJECT: APPROVE A SIX-MONTH EXTENSION OF THE EXISTING CONTRACT WITH THE DISTRICT'S LABOR AND EMPLOYMENT RELATED COUNSEL HANSON BRIDGETT LLPAND PRINCIPAL COUNSEL W. DANIEL CLINTON, ESQ., THROUGH JUNE 30, 2021 SUBMITTED BY: INITIATING DEPARTMENT: TEJI O'MALLEY, HUMAN RESOURCES OPERATIONS - POD - HUMAN RESOURCES MANAGER Roger S. Bailey General Manager ISSUE Extension of the contract for labor and employment related legal services with Hanson Bridgett and Principal Counsel W. Daniel Clinton, Esq., requires approval by the Board of Directors. BACKGROUND W. Daniel Clinton, Esq., 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, 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, has 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. October 15, 2020 Regular Board Meeting Agenda Packet- Page 33 of 89 Page 2 of 10 Mr. Clinton has announced his intent to essentially retire from active practice in spring of 2021, after which he will continue to provide some transitional services for Hanson Bridgett clients through the middle of the year. In anticipation of his retirement and to ensure the District is doing its due diligence and to promote transparency and good governance, staff plans to issue a Request for Qualifications (RFQ)for labor and employment related legal services. Staff is requesting the extension of the contract to ensure the continuity of legal services until the RFQ process has been completed and a law firm has been selected. ALTERNATIVES/CONSIDERATIONS Do not extend the contract. This is not recommended as the continuity of service from Mr. Clinton and Hanson Bridgett would be needed while the District performs the RFQ process. FINANCIAL IMPACTS The current rate for Principal Counsel, W. Daniel Clinton, Esq., is $430 an hour and would remain unchanged for the term beginning January 1, 2021 to June 30, 2021. COMMITTEE RECOMMENDATION On September 29, the Administration Committee discussed options for Mr. Clinton's succession plan. The Committee recommended conducting an RFQ and extending the contract with Hanson Bridgett and Principal Counsel W. Daniel Clinton, Esq., to June 30, 2021, in order to retain Mr. Clinton's services until his retirement while the RFQ is performed. RECOMMENDED BOARD ACTION Approve a six-month extension of the existing contract with the District's labor and employment related counsel Hanson Bridgett LLP and Principal Counsel W. Daniel Clinton, Esq., through June 30, 2021 in order to to ensure the continuity of legal services until the RFQ process has been completed and a law firm has been selected. 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 LLP October 15, 2020 Regular Board Meeting Agenda Packet- Page 34 of 89 ATTACHMENTPpge 3 of 10 Central Contra Costa Sanitary District Protecting public health and the environment 5079 ■ Place, 94553-4392 PHONE:(925)228-9500 FAX:(925)372-4192 December 19, 2019 www.cenfralsan.org ROGER S.Via Y Genera!Manager Terry E. Villicana KENTONL ALM Legal Secreta to W. Daniel Clinton Coen-4elf510)375i4571 g Secretary Oslo}sus-�s�l Hanson Bridgett LLP KA77F.YOUNG 425 Market Street, 2511 Floor SecrelaryoflfrelJixlrirf 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 DIRECTOJU DAVID 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 October 15, 2020 Regular Board Meeting Agenda Packet- Page 35 of 89 Page 4 of 10 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 — December 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 October 15, 2020 Regular Board Meeting Agenda Packet- Page 36 of 89 Page 5 of 10 rage 4 ar V CONTRACT FOR LEGAL SERVICES BET" -EEN CENTRAL CU: TRA COSTA SANITARY DISTRICR` ANIS 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. November 15, 2018 Regular Board Meeting Agenda Packet-Page 29 of 254 October 15, 2020 Regular Board Meeting Agenda Packet- Page 37 of 89 Page 6 of 10 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 regi: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 Il. 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 13865384.1 November 15, 2018 Regular Board Meeting Agenda Packet- Page 21 of 254 October 15, 2020 Regular Board Meeting Agenda Packet- Page 38 of 89 Page 7 of 10 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 VII; 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 VII . 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 JP: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 November 15, 2018 Regular Board Meeting Agenda Packet-Page 22 of 264 October 15, 2020 Regular Board Meeting Agenda Packet- Page 39 of 89 Page 8 of 10 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 INVALIDI'T'Y 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 33865389.1 November 15, 2018 Regular Board Meeting Agenda Packet-Page 23 of 254 October 15, 2020 Regular Board Meeting Agenda Packet- Page 40 of 89 Page 9 of 10 Nage 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 XV: These signatures attest the parties' agreement hereto. CENTRAL CONTRA COSTA SANITARY DISTRICT By: PAUL H. 9A-VSEY President, Ba o Directors Attest: ELAINE R. BOEHME Secretary of the District By: HANSON BRIDGETT LLP By: W. DANIEE OUNTON 13865384 1 November 15,2018 Regular Board Meeting Agenda Packet-Page 24 of 254 October 15, 2020 Regular Board Meeting Agenda Packet- Page 41 of 89 Page 10 of 10 Nage a or 9 APPENDIX A HANSON BRIDGE'I`T LLP District Billing Rate District Bilking Rate Attorney 01/ 1/2018 _ 0 /W2019 W.Daniel Clinton $420.00 $430.04 Rates for all other attorneys and legal assistants will be at a 10 percent(10%)discount of the Firm's regular billing rates. 13865389.1 November 15,2018 Regular Board Meeting Agenda Packet- Page 25 of 254 October 15, 2020 Regular Board Meeting Agenda Packet- Page 42 of 89