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HomeMy WebLinkAbout08. Approve contract with Handson Bridgett for labor negotiation services through June 30, 2022 Page 1 of 21 Item 8. CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER MEETING DATE: JUNE 3, 2021 SUBJECT: APPROVE AN AGREEMENT I N AN AMOUNT NOT TO EXCEED $150,000 WITH HANSON BRI DGETT TO PROVIDE LABOR NEGOTIATION SERVICES FOR THE PERIOD OF JUNE 3, 2021 THROUGH JUNE 30, 2022, AND AUTHORIZE THE BOARD PRESIDENT TO EXECUTE THE CONTRACT SUBMITTED BY: INITIATING DEPARTMENT: TEJI O'MALLEY, HUMAN RESOURCES OFFICE OF THE GENERAL MANAGER - MANAGER HUMAN RESOURCES Roger S. Bailey Kenton L. Alm General Manager District Counsel ISSUE Board approval is needed to execute a contract with Hanson Bridgett to provide labor negotiation services for the District. BACKGROUND The District's agreements with three recognized bargaining units, Management Group, Management Support/Confidential Group (MS/CG), and Public Employees Union, Local #1 (Local One), will be expiring and negotiations will commence in 2021 for successor Memoranda of Understanding (MOUs). The Management Group's current MOU expires on December 17, 2021, and Local One and MS/CG MOUs expire on April 17, 2022. Pursuant to Government Code 3500-3511 and Central San's Employer- Employee Relations Ordinance (Chapter 4.24 of the District Code), the District is required to negotiate all matters related to wages, hours, and other terms and conditions of employment. The District will need to meet with bargaining unit representatives to negotiate the above terms as well as June 3, 2021 Regular Board Meeting Agenda Packet- Page 73 of 646 Page 2 of 21 any other provisions of the MOU. In order for the Board to thoroughly vet and analyze items related to negotiations prior to the commencement of actual negotiations, the District released a Request for Proposals (RFP) in February to engage an expert to serve as the lead negotiator and provide legal negotiation services for the District. The Board conducted interviews with the top candidates on April 8 and selected Molly L. Kaban, a Partner with Hanson Bridgett. The District has a long-standing relationship with Hanson Bridgett. The District's labor counsel, W. Daniel Clinton, has provided employment and labor related legal services to the District through Hanson Bridgett since 1998. Founded in 1958, Hanson Bridgett is a limited liability partnership with more than 180 attorneys in five offices throughout California and more than 350 employees in total. Through the attached proposed agreement, Hanson Bridgett will provide the District with negotiation representation and labor relations analysis as related to negotiations. Ms. Kaban will act as the Chief Negotiator for the District. Ms. Kaban has experience advising clients on issues such as discipline, grievances, the scope of the bargaining obligation, and strategies for maintaining an effective relationship with unions. ALTERNATIVES/CONSIDERATIONS Do not approve the contract with Hanson Bridgett. This is not recommended as Hanson Bridgett was selected by the Board as a result of an RFP process. FINANCIAL IMPACTS This action will result in an approximate cost of$150,000 for the term of the contract. This estimate is based on the hourly rate proposed by Hanson Bridgett of$450 for Ms. Kaban. COMMITTEE RECOMMENDATION This matter was not reviewed by a Committee as the full Board selected Hanson Bridgett as a result of the RFP process. RECOMMENDED BOARD ACTION Approve an agreement in an amount not to exceed $150,000 with Hanson Bridgett to provide labor negotiation services for the District for the period of June 3, 2021 through June 30, 2022, and authorize the Board President to execute the contract. Stratedc Plan Tie-In GOAL FOUR: Workforce Development Strategy 2—Foster relationships across all levels of Central San ATTACHMENTS: 1. Proposed Agreement June 3, 2021 Regular Board Meeting Agenda Packet- Page 74 of 646 Page 3 of 21 CENTRAL SAN CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 IMHOFF PLACE, MARTINEZ, CA 94553-4392 www.centralsan.org ROGER S.BAILEY General Manager KENTONL.ALM Counsellor the District (510)375-4571 KATIE YOUNG Secretary of the District AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND HANSON BRIDGETT LLP AGREEMENT NO. 32039 THIS AGREEMENT is made this day of 2021, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California, hereinafter called the "DISTRICT," and HANSON BRIDGETT LLP, 425 Market Street, 26th Floor, San Francisco, CA 94105, hereinafter called "CONSULTANT." WITNESSETH: WHEREAS, the DISTRICT desires to contract with CONSULTANT to provide professional consulting services necessary in connection with Labor Negotiations; and WHEREAS, the CONSULTANT is willing, and holds itself capable and qualified to contract with the DISTRICT to provide such professional consulting services; NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the faithful performance of the terms and conditions set forth herein, the parties hereto agree as follows: ARTICLE 1 ENGAGEMENT OF CONSULTANT AND AUTHORIZATION TO PROCEED 1.1 The DISTRICT hereby engages CONSULTANT who hereby accepts the engagement to perform certain professional consulting services, namely, Labor Negotiations (See Exhibit A.)(Professional consulting services to be performed in connection with said piece of work shall hereinafter be referred to as "Assignment.") Hanson Bridgett LLP, Labor Negotiations, 32039,32039 Page 1 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 75 of 646 Page 4 of 21 1.2 The date of entering the Agreement and the engagement of CONSULTANT will be the date set forth on page 1 which is the date the signature of the second party to the Agreement is obtained. The engagement of CONSULTANT shall continue until June 30, 2022. If the engagement of CONSULTANT is not extended by mutual written consent of the DISTRICT and CONSULTANT, then this Agreement shall be terminated on the date set forth above, provided that CONSULTANT shall not be relieved of any of the obligations or covenants contained in this Agreement until the tasks provided for within the scope of work have been completed. 1.3 It is further provided that the obligations or covenants contained in Articles 6.6, 6.9, 6.10, 6.12, 6.15, and 6.18 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Article 6.8. 1.4 Authorization for CONSULTANT to proceed will be granted in writing by the DISTRICT as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by the DISTRICT. Under no circumstances is CONSULTANT authorized to begin work unless and until CONSULTANT has complied with the insurance provisions of Article 6.3. 1.5 It is expressly understood between the parties hereto that no employee/employer or agency relationship is intended, the relationship of CONSULTANT to the DISTRICT being that of an independent contractor. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to CONSULTANT. ARTICLE 2 SERVICES OF CONSULTANT 2.1 The scope of professional services included in this Agreement are described in the Scope(s) of Work, and shall, where not specifically addressed, include all services ordinarily provided by a professional lead labor negotiator under same or similar circumstances. 2.2 CONSULTANT hereby warrants that CONSULTANT and all of said CONSULTANT's employees and subcontractors hold, have obtained, and shall continue to maintain during the course of this Agreement, all professional licenses or other statutorily mandated certifications requisite to the performance of the work set forth in the Scope(s) of Work, as may be required in the State of California, if any. Failure of CONSULTANT, its employees and subcontractors, to obtain and/or maintain in good standing such licenses or certificates shall constitute a breach of this Agreement and shall provide grounds for the immediate termination of this Agreement. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 2 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 76 of 646 Page 5 of 21 ARTICLE 3 RESPONSIBILITIES OF THE DISTRICT AND OF CONSULTANT 3.1 The DISTRICT, without cost to CONSULTANT, will provide all pertinent information reasonably available to it which is necessary for performance by CONSULTANT under this Agreement, including pertinent previous plans, reports and data. The DISTRICT does not guarantee or ensure the accuracy of any reports, information, and/or data so provided. To the extent that any reports, information, and/or other data so provided was supplied to the DISTRICT by person or persons not employees of the DISTRICT, any liability resulting from inaccuracies and/or omissions contained in said reports, information or data shall be limited to liability on behalf of the party who prepared the information for the DISTRICT or otherwise supplied that information, report or data to the DISTRICT. 3.2 The DISTRICT will designate Teji O'Malley as the person to act as the DISTRICT's representative with respect to the Assignment to be performed under this Agreement. Such person will have complete authority to transmit instructions, receive information, and interpret and define the DISTRICT's policies and decisions pertinent to the work. In the event the DISTRICT wishes to make a change in the DISTRICT's representative, the DISTRICT will notify CONSULTANT of the change in writing. 3.3 CONSULTANT shall perform the Assignment in such a manner as to fully comply with all applicable professional standards of care, including professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, surveys, software specific to the Assignment, systems, networks, maps, opinions, recommendations, reports, and other services furnished and/or work undertaken by CONSULTANT pursuant to this Agreement. 3.4 The DISTRICT's review of software, systems, networks, drawings, designs, specifications, reports, opinions, recommendations and incidental consulting work or materials furnished hereunder will not in any way relieve CONSULTANT of responsibility for the professional and/or technical adequacy of its work. Neither the DISTRICT's review, acceptance of, nor payment for, any of the services will be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 3.5 During the period of this Agreement, upon request by the DISTRICT, CONSULTANT, shall provide information related to this Assignment that is reasonably necessary to assist the DISTRICT in its coordination of the efforts of others performing services related to this Assignment. ARTICLE 4 COMPENSATION 4.1 The DISTRICT will pay CONSULTANT for work performed under this Agreement, which can be verified by the DISTRICT, on the basis of the following: Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 3 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 77 of 646 Page 6 of 21 4.1.1 HOURLY RATE WITH A COST CEILING Compensation for consulting services performed under this Agreement shall be determined on the basis of CONSULTANT's regular hourly rates per CONSULTANT's Fee Schedule, attached as Exhibit B. The regular hourly rates shall compensate CONSULTANT for the costs of all direct labor, fringe benefits, indirect labor costs, overhead, and CONSULTANT's profit. CONSULTANT's compensation also may include other non-labor direct charges borne by CONSULTANT. Allowable non-labor direct charges shall be billed at cost; however, outside consultant charges and charges for subcontracts may be billed at cost plus a markup for administrative costs if such markup is specifically provided for elsewhere herein. For the purpose of determining payments to CONSULTANT allowable non-labor direct charges shall be defined as follows: (a) Allowable non-labor direct charges which may be billed at cost include such typical expenses as cost of transportation and subsistence, printing and reproduction, computer time and programming costs, identifiable supplies, and charges by reviewing authorities. (b) Other allowable non-labor direct charges may include outside consultant charges and subcontractor's charges which have been authorized by the DISTRICT under ARTICLE 6.2 of this Agreement. Such consultant charges and subcontractor charges may include a zero percent (0%) markup for administrative costs associated with the engagement of the outside consultant and/or subcontractor. A firm cost ceiling has been established in ARTICLE 4.3 for the work and such ceiling shall constitute the maximum payment for the scope(s) of work and shall not be exceeded without prior written authorization of the DISTRICT. In the event the scope of work is expanded or reduced by the DISTRICT, the cost ceiling shall be subject to renegotiation, upward and downward, to reflect the changes in services and their costs. The adjustment to cost and times shall be done in accordance with the terms of ARTICLE 6.4. In no event shall CONSULTANT be entitled to compensation over and above the original amount where changes in the scope of work or time for performance are necessitated by the negligence of CONSULTANT, or any subcontractor performing under it. CONSULTANT shall notify the DISTRICT when the costs incurred for the total work approximate seventy-five percent (75%) of the cost ceiling. With the notification, CONSULTANT shall indicate whether Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 4 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 78 of 646 Page 7 of 21 the sum of the current costs incurred plus the estimated total cost to complete the task or tasks set forth in the scope(s) of work will be greater or less than the cost ceiling. Receipt by the DISTRICT of said notification that the cost for completion of all tasks shall exceed the established cost ceiling will not constitute an approval or authorization to increase the established cost ceiling or a waiver of any rights which the DISTRICT may have under this Agreement. 4.2 MONTHLY PAYMENT TO CONSULTANT Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice setting forth the Agreement Number and the District's Project Manager, from CONSULTANT, provided that all invoices are accompanied by cost documentation determined to be sufficient by the DISTRICT to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, CONSULTANT shall provide to the DISTRICT full and complete access to CONSULTANT's labor cost records and other direct cost data, and copies thereof if requested by the DISTRICT. HOURLY RATE WITH A COST CEILING Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in ARTICLE 4.1.1 shall be invoiced on a monthly basis. 4.3 ESTIMATED CHARGES The total estimated charges for all work under this Agreement is $150,000 and such amount is the cost ceiling as described herein. 4.4 COST OF REWORK CONSULTANT shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by CONSULTANT's failure to provide the services specified in Article 2, Services of Consultant, herein, in a satisfactory manner, due to any act or omission attributable to CONSULTANT, or its agents, including subcontractors. ARTICLE 5 COMPLETION SCHEDULE 5.1 The completion schedule for the assignment is as follows, with all times identified from the date that this Agreement was entered into, and all number of days referring to calendar days, unless otherwise noted: All Tasks Completed by June 30, 2022 Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 5 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 79 of 646 Page 8 of 21 5.2 It is expected that CONSULTANT's work shall be completed in accordance with the above schedule. Time is of the essence for this Agreement. 5.3 The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein so that the Assignment will be completed satisfactorily within the shortest reasonable time. ARTICLE 6 GENERAL PROVISIONS 6.1 SCOPE OF AGREEMENT This writing constitutes the entire Agreement between the parties relative to professional consulting services to be provided hereunder and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. 6.2 SUBCONSULTANTS AND OUTSIDE CONSULTANTS No subcontract shall be awarded or an outside consultant engaged by CONSULTANT unless prior written approval is obtained from the DISTRICT. No additional approval shall be required for subcontracting with or engagement of any outside consultant set forth in an exhibit to this Agreement (Exhibit A). 6.3 INSURANCE CONSULTANT shall, at its own expense, procure and maintain the types of insurance with the specified terms and conditions as detailed in Exhibit C — Insurance Requirements. Coverage must be in place for the duration of the work and the warranty period. 6.4 CHANGES IN SCOPE OR TIME If the DISTRICT requests a change in the scope of work or time of completion by either adding to or deleting from the original scope or time of completion, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. CONSULTANT must assert any claim for adjustment under this clause in writing within thirty (30) calendar days from the date of receipt from the DISTRICT of the notification of change unless the DISTRICT grants a further period of time for asserting of claim before the date of final payment under this Agreement. 6.5 NOTICES All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows, or to other such Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 6 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 80 of 646 Page 9 of 21 address as either party may designate, and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To the District: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Teji O'Malley Agreement No. 32039 Telephone: 925-229-7309 The District's Project Manager for this work is Teji O'Malley To Consultant: HANSON BRIDGETT LLP 425 Market Street, 26th Floor San Francisco, CA 94105 Attention: Molly Kaban Telephone: 415-995-5090 6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES 6.6.1 All rights, title, royalties, and interest to all work product of CONSULTANT resulting from its performance under this Agreement, including software, systems, networks, drawings and specifications, data, reports, estimates, opinions, recommendations, summaries, and any other such information and materials as may be accumulated by CONSULTANT in performing work under this Agreement, whether complete or in progress, shall be vested in the DISTRICT, and none shall be revealed, disseminated, or made available by CONSULTANT to others without prior consent of the DISTRICT. If this Agreement is canceled in accordance with Article 6.8 CONSULTANT shall deliver such documents within two weeks of cancellation. 6.6.2 All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by CONSULTANT under this Agreement Hanson Bridgett LLP, Labor Negotiations, 32039,32039 Page 7 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 81 of 646 Page 10 of 21 shall be revealed, disseminated, or made available by CONSULTANT to any person or organization other than the DISTRICT without the prior written consent of the DISTRICT. 6.6.3 It is understood that CONSULTANT's work product is prepared for the specific assignment at hand. Any reuse of said work products by the DISTRICT for an application other than reasonably contemplated by the Assignment will be at the DISTRICT's own risk. Any use by the DISTRICT of incomplete software, systems, drawings, specifications, or other related materials without the express written authorization of CONSULTANT will also be at the DISTRICT's own risk. 6.7 CONSULTANT'S ASSIGNED PERSONNEL CONSULTANT designates Molly Kaban to have immediate responsibility for the performance of the Assignment and for all matters relating to performance under this Agreement. CONSULTANT designates the following persons for the indicated functions: Substitution of any of these assigned personnel shall require the prior written approval of the DISTRICT. If the DISTRICT determines that a proposed substitution is not acceptable, then, at the request of the DISTRICT, CONSULTANT shall substitute with a person acceptable to the DISTRICT. 6.8 TERMINATION 6.8.1 Either party may terminate this Agreement for cause, in whole or in part, if the other party fails to fulfill its obligations under this Agreement through no fault of the terminating party. However, no such termination for cause may be effected unless the other party is given: (1) not less than ten (10) calendar days' written notice (delivered by Certified Mail, return receipt requested) of the intent to terminate, and (2) an opportunity for consultation with the terminating party before termination. 6.8.2 If the DISTRICT terminates this Agreement pursuant to Article 6.8.1 above, nothing set forth in this Article is intended to require the DISTRICT to compensate CONSULTANT for any services which may be claimed to have been provided or be in progress, and the DISTRICT reasonably concludes that further compensation is unwarranted. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 8 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 82 of 646 Page 11 of 21 6.8.3 The DISTRICT may terminate this Agreement, in whole or in part, whether or not CONSULTANT has failed to fulfill its obligations, if the DISTRICT has a reasonable basis for termination (such as major changes in the assignment requirements, cancellation of the assignment, loss of outside funding, or failure of the Board of Directors to authorize funding in subsequent fiscal years.) CONSULTANT will be given: (1) not less than ten (10) calendar days' written notice (delivered by Certified Mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the DISTRICT before termination. 6.8.4 Upon receipt of a termination notice, CONSULTANT shall: (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver within two weeks or otherwise make available to the DISTRICT all software, systems, networks, data, drawings, specifications, reports, estimates, summaries, recommendations, and such other information and materials as CONSULTANT may have accumulated in performing this Agreement, whether completed or in process. 6.8.5 Upon termination under Article 6.8.3, the sole right and remedy of CONSULTANT shall be to receive payment for all amounts due and not previously paid to CONSULTANT for services completed or in progress in accordance with the Agreement prior to such date of termination and for services thereafter completed at the request of the DISTRICT and any other reasonable cost incidental to such termination of services. Such payments available to CONSULTANT under this paragraph shall not include costs related to lost profit associated with the expected completion of the work or other such payments relating to the benefit of the bargain. 6.9 REMEDIES In the event that either the DISTRICT or CONSULTANT brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party will be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. Arbitration shall be attempted if both parties mutually agree before, during, or after litigation has begun. 6.10 INDEMNITY 6.10.1 CONSULTANT shall indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 9 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 83 of 646 Page 12 of 21 from all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, arising out of or in any way connected with the negligent acts, errors or omissions, or the willful misconduct of CONSULTANT or any person directly or indirectly employed by, or acting as agent for, CONSULTANT, directly or indirectly related to the provision of any professional services provided hereunder, but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring after the completion of the aforesaid operations, arising from CONSULTANT's work. CONSULTANTs meeting the definition of a design professional, per CA Civil Code 2782.8(c)2, shall indemnify, hold harmless, and defend the District, its officers, directors, employees, representatives, and agents and each of them from and against any and all claims, demands, costs, or liability that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 6.10.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any copyrighted material by CONSULTANT which exceeds "fair use" in the performance of this Agreement. CONSULTANT is solely responsible for any such infringement. CONSULTANT shall indemnify the DISTRICT against and save it harmless from any and all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to perform under this Agreement or specified by or procured by CONSULTANT, or out of the processes or actions employed by, or on behalf of, CONSULTANT in connection with the performance of this Agreement. 6.10.3 CONSULTANT shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, and Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 10 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 84 of 646 Page 13 of 21 attorneys' fees suffered or incurred on account of any breach by CONSULTANT, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions or covenant of this Agreement. 6.11 SAFETY CONSULTANT shall perform the work in full compliance with applicable state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete responsibility during the course of completion of the assignment for job site safety of CONSULTANT's employees and subcontractor's employees and their property, applicable at all times, and not limited to normal working hours. Nothing in this Article requires CONSULTANT to be responsible for job site safety of the DISTRICT's property or the DISTRICT's personnel or the property or personnel of any third parties over which CONSULTANT has no authority or control. 6.12 EXAMINATION OF RECORDS CONSULTANT agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all the transactions relating to this Agreement at any time after the inception of this Agreement upon reasonable notice. 6.13 TERMS 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 will be binding on any of the parties hereto. 6.14 ASSIGNMENT CONSULTANT shall not assign any rights or duties or transfer its interest in this Agreement to a third party without prior written consent of the DISTRICT. 6.15 GOVERNING LAW This Agreement shall be governed by the laws of the State of California. 6.16 COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAW CONSULTANT shall at all times observe all applicable provisions of federal, state, and local law and regulations including, but not limited to, those related to equal opportunity employment. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 11 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 85 of 646 Page 14 of 21 6.17 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. 6.18 PARTIAL INVALIDITY 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. 6.19 AUTHORIZATION Both the DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for that party. 6.20 REPORTING REQUIREMENTS If CONSULTANT is an individual or sole proprietor, CONSULTANT must furnish its Social Security Number (SSN). If CONSULTANT is a corporation or partnership, CONSULTANT must furnish its Federal Employer Identification Number (FEIN). CONSULTANT shall complete the Taxpayer I.D. Number section below. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 12 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 86 of 646 Page 15 of 21 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. HANSON BRIDGETT LLP By: Name Printed: Title: Date: CENTRAL CONTRA COSTA SANITARY DISTRICT By: Stephanie King Purchasing and Materials Manager Date: By: Roger S. Bailey General Manager Date: By: Tad J. Pilecki President of the Board of Directors Date: Approved as to form: By: Kenton L. Alm, Esq. Counsel for the District Date: Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 13 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 87 of 646 Page 16 of 21 EXHIBIT A SCOPE OF WORK Hanson Bridgett (Consultant) will provide the District with efficient and effective counseling and representation throughout all phases of the negotiation process. Ms. Kaban will perform the legal services specified and act as lead negotiator for the District. • Negotiate in good faith for and on behalf of the District and its Board of Directors. • Meet with designated staff to define management goals and policy for union negotiations. • Conduct studies, research, analysis, and fact finding related to the District's proposals and anticipated union proposals. • Provide research and consultation on current trends, practices, and community standards of other public employers on a variety of labor-related issues. • Draft and vet the District's proposals for negotiations. • Review materials submitted by bargaining units. • Consult with and provide debriefings for the General Manager, the District's bargaining team, and Board Members on the status of negotiations. • Prepare documents for negotiations as applicable. • Assist in the formulation and preparation of cost analysis of the District and bargaining unit proposals. • Recommend innovative methods for reaching agreement with labor unions in challenging economic times. • Be familiar with and available for consultation on issues relating to the current Memoranda of Understanding. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 14 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 88 of 646 Page 17 of 21 EXHIBIT B FEE SCHEDULE • Consultant will be paid by hourly rate for the term of the contract at the following rates: o Molly Kaban: $450 per hour Any request for an adjustment of hourly rate must be substantiated with documentation and must be submitted in writing at least 30 days prior to the requested effective date. The District will be the sole judge of acceptable price adjustment. No modification or amendment to this Agreement shall be binding upon the parties unless it is in writing and signed by the respective parties hereto. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 15 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 89 of 646 Page 18 of 21 EXHIBIT C INSURANCE REQUIREMENTS CONSULTANT shall, at its own expense, procure and maintain the following types of insurance with the specified terms and conditions as detailed below. Coverage must be in place for the duration of the work and the warranty period. 1) WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE a. Workers' Compensation Insurance shall be provided as required by law. b. Employers Liability Insurance shall be provided in amounts not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 policy limit for bodily injury by disease, and $1,000,000 each employee for bodily injury by disease. c. The insurer shall waive all rights of subrogation against the DISTRICT, its officers, directors, and employees. d. If there is any risk of injury to CONSULTANT's employees under the U.S. Longshoremen's and Harbor Workers' Compensation Act, the Jones Act or under other laws, regulations or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. 2) COMMERCIAL GENERAL LIABILITY INSURANCE a. CONSULTANT shall maintain General Liability Insurance in any combination of primary, excess or umbrella insurance, covering all operations by or on behalf of CONSULTANT. b. The policy shall be at least as broad as Insurance Services Office (ISO) form CG 00 01 providing coverage on an `occurrence' basis and include products and completed operations, property damage and bodily injury and personal and advertising injury with limits no less than $2,000,000 per occurrence. c. If a general aggregate applies, either the general aggregate shall apply separately to this project (ISO CG 25 03) or location (ISO CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. d. The DISTRICT, its officers, directors and employees shall be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT, including materials, parts or equipment furnished in connection with such work or operations. Coverage can be provided either as a policy provision or via endorsement providing coverage at least as broad as ISO form CG 2010 Hanson Bridgett LLP, Labor Negotiations, 32039,32039 Page 16 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 90 of 646 Page 19 of 21 11/85 or via one of the following: ISO forms CG 20 10 (07/04), CG 20 26 (07/04), CG 20 33 (07/04) or CG 20 38 (07/04) and CG 20 37 (07/04). e. For any claims related to this agreement, the CONSULTANT's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 (04/13) as respects the DISTRICT, its officers, directors and employees. Any insurance or self-insurance maintained by the DISTRICT shall be excess of the CONSULTANT's insurance and shall not contribute with it. 3) AUTO LIABILITY INSURANCE CONSULTANT shall maintain Automobile Liability Insurance in any combination of primary, excess or umbrella insurance. a. The policy shall offer coverage at least as broad as Insurance Services Office (ISO) form CA 00 01 covering all vehicles used in performance of the work. b. The policy shall provide limits not less than $1,000,000 per accident for bodily injury and property damage. 4) PROFESSIONAL LIABILITY INSURANCE / ERRORS AND OMISSIONS a. CONSULTANT shall provide insurance appropriate to the CONSULTANT's profession b. The policy shall provide limits not less than $2,000,000 per occurrence or claim. 5) OTHER PROVISIONS The following provisions shall also apply: a. Acceptable Insurers - Each required insurance policy shall be placed with insurance companies licensed to do business in California that have been rated at least `A VII' by A. M. Best. b. Notice of Cancellation - Each required insurance policy shall state, or be endorsed to state, that coverage shall not be canceled or reduced without thirty (30) days' prior written notice to the DISTRICT or (10) days' notice for cancellation for nonpayment of premiums. c. Waiver of Subrogation — CONSULTANT hereby grants to DISTRICT a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against the DISTRICT by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsements that may be necessary to Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 17 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 91 of 646 Page 20 of 21 affect this waiver of subrogation, but this provision applies regardless of whether or not the CONSULTANT has received a waiver of subrogation endorsement from the insurer. d. Self-Insured Retentions— Self-insured retentions must be declared to and approved by the DISTRICT. The DISTRICT may require CONSULTANT to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the retention. The coverage shall provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or the DISTRICT. e. Verification of Insurance Coverage— The DISTRICT utilizes the services of Ebix, Inc. to confirm insurance compliance and to collect electronic copies of Certificates of Insurance. CONSULTANT shall submit all required information to Ebix, Inc with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required herein. All certificates and endorsements shall be verified by EBIX and accepted by the DISTRICT before work commences. The DISTRICT may also require copies of Policy Declarations Pages and Schedules of Policy Endorsements. CONSULTANT shall provide insurance documentation to centralsan(c)-ebix.com for processing. Failure to obtain the required documents prior to the beginning of work shall not waive CONSULTANT's obligation to provide them. The DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements required herein at any time. f. Claims Made Policies - If any of the required insurance policies provide claims- made coverage the following provisions shall also apply: i. The Retroactive Date must be shown and must be before the date of the agreement or the beginning of contracted work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is cancelled or non-renewed and not replaced with another claims-made policy for with a Retroactive Date prior to the agreement effective date, CONSULTANT must purchase `extended reporting' coverage for a minimum of five (5) years after the completion of work. g. Subcontractors - CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. CONSULTANT shall ensure that the DISTRICT is included as an additional insured on insurance policies required from subcontractors. Upon the DISTRICT's request, CONSULTANT shall furnish copies of certificates and endorsements evidencing coverage for each subcontractor. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 18 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 92 of 646 Page 21 of 21 h. Special Risks or Circumstances - The DISTRICT reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. i. Non-compliance - In the event CONSULTANT fails to comply with this Section, the DISTRICT may take such action as the DISTRICT deems necessary to protect the DISTRICT's interest. Such action may include but is not limited to termination of the Contract, withholding of payments, or other actions as the DISTRICT deems appropriate. Hanson Bridgett LLP, Labor Negotiations,32039,32039 Page 19 of 19 June 3, 2021 Regular Board Meeting Agenda Packet- Page 93 of 646