HomeMy WebLinkAbout13. Authorize the General Manager to execute a professional services contract with Burke, Williams & Sorensen, LLP for District Counsel services for up to a three-year termDCENTRALSAN
MEETING DATE: SEPTEMBER 21, 2023
BOARD OF DIRECTORS
POSITION PAPER
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Item 13.
SUBJECT: AUTHORIZE THE GENERAL MANAGER TO EXECUTE A PROFESSIONAL
SERVICES CONTRACT WITH BURKE, WILLIAMS & SORENSEN, LLP. FOR
DISTRICT COUNSEL SERVICES FOR UP TO A THREE-YEAR TERM
SUBMITTED BY: INITIATING DEPARTMENT:
PHILIP LEIBER, DEPUTYGENERAL
MANAGER -ADMINISTRATION
Roger S. Bailey Kenton L. Alm
General Manager District Counsel
DEPUTY GENERAL MANAGER
ISSUE
Board authorization is requested for the General Manager to (1) execute a professional services contract
with Burke, Williams & Sorensen, LLP ("BWS") for District Counsel services for up to a three-year term,
commencing October 1, 2023.
BACKGROUND
Kenton L. Alm, Esq. has been providing legal services to Central San since 1986, as an individual attorney
since January 2019, and prior to that through the firm of Meyers Nave since 2002. Since January 2019,
Central San has also contracted with Meyers Nave for additional legal services to supplement Mr. Alm. In
anticipation of Mr. Alm's retirement, and the expiration of the Meyer's Nave contract in June 2023, Central
San (through the recruiting firm Avery & Associates) conducted a Request for Proposal (RFP) process to
solicit the interest of firms prepared to provide legal services in the succession of this team. The RFP was
released on December 1, 2022, with responses due January 13, 2023. The RFP requested the firms'
qualifications and experience in the areas of (1) Public Law, (2) Public Works Construction, (3) Clean
Water Act (CWA) and Related Regulatory Issues, (4) Real Property and Easements, (5) Rates, Fees,
and Charges. Additionally, the RFP indicated firms would be evaluated on:
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1. Firms' and/or proposed attorney's track record in supporting public sector clients.
2. Qualifications and experience of the individuals assigned to this project.
3. Responsiveness and demonstrated understanding of providing long-term, high-quality service.
4. Creativity in presenting overall projected costs and perceived value for services to be performed.
5. Defined strategies to provide significant attention and availability to Central San while mitigating
ongoing long-term legal costs.
6. Law firm's or principal attorney's presentation/communication style and perceived ability to work with
Central San's Board of Directors (Board) and senior management team.
7. Law firm's and/or principal attorney's experience and knowledge of both public wastewater or water
utilities and of central Contra Costa County.
8. References.
After receiving written responses from seven firms, Central San held initial interviews with five legal firms in
late May 2023. Three finalists were selected to proceed to a final interview held with the Board on June 19,
2023. As a result of the RFP responses and those interviews, the firm of Burke, Williams & Sorensen,
LLP (BWS) was tentatively selected forfurther negotiations on a legal services agreement. During July
and August, staff and representatives from BWS discussed expectations for service and memorialized
these in a legal services agreement (LSA) including a scope of work document (Attachment 1). Staff met
with BWS representatives on August 29, 2023, to confirm expectations and finalize the agreement with the
goal of bringing the agreement to the Administration Committee on September 5, 2023, and to the Board
on September 21, 2023, for approval. Mr. Alm has agreed to extend his service to Central San until mid-
October to provide for some transitional overlap and onboard ing of BWS.
The proposed LSA addresses matters including cost, term, team and scope of service:
Cost: $28,000 per month as a retainer; with potential adjustments after the first two six-month
intervals, and in January of odd numbered years thereafter. This would equate to reviews in March
2024, September 2024, January 2025. The services to be provided under the flat rate retainer are
specified in Exhibit A to the agreement (discussed below). Other legal services ("Special Services")
would be billed at hourly rates specified as: $395 for partners, $325 for associates, and $135 for law
clerks and paralegals.
2. Term: Commencing October 1, 2023, for three years with extensions thereafter as approved by
Central San. Continued service is subject to satisfactory performance in the annual reviews provided
by the Board.
3. Team: Leah J. Castella will serve as the General Counsel and Deirdre Joan Cox will serve as the
Assistant General Counsel. They will be the coordinators of services provided to the District. Other
attorneys of the firm will be assigned as necessary, with specialists in the following areas having
been identified thus far: (1) Capital Project/Construction contract review; (2) Real Estate/Other contract
review; (3) Governance and policy issues; (4) Rates and finance issues.
4. Scope of Service: Exhibit Ato the LSAcontains the agreed to scope of services that will be provided
under the retainer agreement. This scope has been discussed extensively between Central San staff and
BWS, and is based on the scope of services provided by Mr. Alm and Meyers Nave. Areas that were
discussed significantly include office hours; volume of contracts to be legally reviewed prior to the General
Manager's signature; and involvement in the California Association of Sanitation Agencies (CASA)
legislative committee.
Services outside the specified scope of the retainer may include legal advice provided on non -routine
matters (deemed "Special Services"), such as work on specialized construction issues (such as complex
bid disputes or protests), preparation, prosecution and defense of litigation and/or adjudicative or
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investigative proceedings and complex transactional matters. Potential work on these matters would be
identified by BWS and authorized by the General Manager or his designee before BWS proceeds. The
costs for Special Services are not included in the retainer amount, or the projected cost of the contract put
forward for Board approval.
The Administration Committee reviewed the draft LSA on September 5, 2023, and provided feedback in a
number of areas. This feedback has been reflected in a slightly revised agreement. Adjustments to the draft
LSAwere made to reflect this feedback in areas including:
• Central San consent to changes in legal services team.
• Invoice processing.
• Ownership of documents upon termination of relationship.
• Termination of services - 90 days notice required if by BWS.
The Administration Committee also recommended providing the agreements related to the current legal
services providers for reference, and those are included as Attachment 2 and 3.
ALTERNATIVES/CONSIDERATIONS
District Counsel services are essential for Central San. In terms of alternatives, the Board could select
another firm. This is not recommended as BWS was selected in a competitive process and has been
responsive to Central San's stated needs. The Board could propose different terms in the legal services
agreement such as those relating to cost parameters; the term of agreement; the scope of work to be
included in the retainer versus Special Services or other matters.
FINANCIAL IMPACTS
The current retainer agreement with Mr. Alm is at a cost of $19,608 per month. A separate agreement with
Meyers Nave has resulted in lessor monthly billings that averaged only $776 per monthly during 2022. So,
at these rates, the annual cost for both providers would be approximately $245,000.
Under the proposed agreement with BWS, the monthly retainer is $28,000 per month, subject to potential
cost adjustments at check-in periods noted above. This would equate to $336,000 annually. The term of
the proposed contract is for three years. Additionally, Central San will have the option to extend the
contract beyond that three-year term for additional periods as agreed to by Central San. The cost of a
three-year agreement with no interim rate or other adjustments would have a cost of $1,026,000. With
adjustments of 10% annually after Year 1 and 2, the total cost for a three-year arrangement would be
$1,132,200. It should be noted that the proposed authorization amount of $1,200,000 provides for some
contingency above the expected amount. The proposed authorization amount does not include funding for
Special Services; the costs of which are difficult to estimate in advance. Accordingly, the proposed Board
action provides authorization for Special Services through BWS within the constraints of the authorized
budgets.
COMMITTEE RECOMMENDATION
The Administration Committee reviewed this matter at its September 5, 2023 meeting, and the
Committee recommended Board approval.
RECOMMENDED BOARD ACTION
Authorize the General Manager to (1) execute a Professional Services contract with Burke, Williams &
Sorenson LLP for General Counsel services for the District effective October 1, 2023, for a term of three
years subject to satisfactory annual performance reviews and interim retainer cost changes as established
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in the agreement and agreed to by Central San; (2) authorize funding for the agreement in an amount up to
$1,200,000 for retainer related services over a three year term; (3) authorize funding for legal services
outside of the retainer defined services (Special Services) subject to the overall funding constraints of the
authorized budgets (Operating & Maintenance, Sewer Construction {Capital}, and Self -I nsurance) to be
accompanied by an annual report on overall legal costs.
Strateaic Plan re -In
GOAL ONE: Customer and Community
Strategy 1— Deliver high-quality customer service
GOAL FOUR: Governance and Fiscal Responsibility
Strategy 1 - Promote and uphold ethical behavior, openness, and accessibility, Strategy 3 - Maintain financial stability
and sustainability
ATTACHMENTS:
1. Legal Services Agreement BWS-Central San
2. Existing Provider Meyers Nave Agreement
3. Existing Provider Kent Alm Agreement
3a. Existing Provider Kent Alm Agreement - Rates
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Attachment 1
AGREEMENT FOR GENERAL COUNSEL SERVICES
This Agreement for General Counsel Services ("Agreement") is made and entered into as
of the 1st day of October, by and between the Central Contra Costa Sanitary District, an
independent special district of the State of California ("District") and Burke, Williams &
Sorensen, LLP, a California limited liability partnership ("Burke") (collectively, the "Parties").
RECITALS
A. District requires the professional legal services of attorneys to serve as the
District's General Counsel.
B. Burke has the necessary experience and history in providing professional legal
services and advice and is able and willing to provide General Counsel services to the District.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, the Parties agree as follows:
1. Legal Services.
1.1 Burke's duties shall be that of General Counsel to the District, and
Burke shall perform any and all basic General Counsel duties and functions entrusted to it by
the District including, without limitation, those services described in Exhibit A ("Services"). In
performing the Services, Burke's attorneys shall be available for advice or consultation as
needed by phone or email, with follow-up written advice as requested by District. Burke shall
not prepare any writing on District stationary without the consent of the District and shall
exercise good faith efforts to obtain consent of the General Manager prior to engaging with the
media regarding any events, persons or policies of the District, or shall immediately notify the
General Manager after any such engagement. Further, Burke shall keep informed of the
operation, management, personnel and projects of the District, as well as the industry of waste
water districts.
1.2 Leah J. Castella shall be designated the General Counsel and
Deirdre Joan Cox shall be designated the Assistant General Counsel and they will be the
coordinator of services provided to the District with other attorneys of the firm as necessary.
Other Burke attorneys will be assigned to assist Leah and Joan as appropriate. Burke will
endeavor to use the same team of attorneys to assist the District where ever possible. Team
changes, if deemed necessary by Burke, shall be discussed with Central San, whose consent
shall not be unreasonably withheld.
1.3 District and its members recognize that the firm of Burke provides
legal representation to public entities throughout California. The Services will not include
matters in which Burke has a conflict of interest that precludes Burke from representing the
District, members of the District Board, or officers or employees of District. If Burke has a
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conflict of interest or lacks expertise to handle a particular assignment, Burke shall provide the
District with a recommendation to hire outside counsel. District also agrees to exercise
reasonable discretion in providing waivers for any potential or perceived conflicts that might
arise out of representation of Burke's other clients, which representation does not directly
involve Burke's representation of District.
2. Standard of Performance. While performing the Services, Burke will
exercise the reasonable professional care and skill customarily exercised by reputable members
of the California State Bar practicing in the Metropolitan Northern California Area, and will use
reasonable diligence and best judgment while exercising its professional skill and expertise.
3. Term. Unless earlier terminated or extended, the term of this Agreement
will be for a period of three years, effective October 1, 2023, with extensions thereafter as
approved by the Central San. The General Counsel, along with the General Manager and
Secretary of the District serve at the pleasure of the Central San Board, and in accordance with,
are provided with annual written performance reviews. Burke's continued services during the
term of the agreement, or through any extensions thereof, are subject to satisfactory
performance reviews.
4. Monthly Retainer. In consideration for the rendition of the Services,
District shall compensate Burke as follows:
4.1 For General Counsel services which shall include those services
identified in Exhibit A and routine costs (photocopying, facsimiles, telephone calls), District shall
pay to Burke a monthly fee of $28,000 ("Retainer"). Six months after the effective date of this
Agreement, and six months thereafter, the Parties will re-evaluate the Retainer to determine if
it needs to be adjusted. Subsequent adjustments will be reviewed in January of odd numbered
yea rs.
4.2 Burke is not required to separately report hours expended under
the Retainer on a monthly basis, but will provide a quarterly report to the General Manager.
The quarterly report will provide information about the overall level of services and areas
worked in order to facilitate allocation of retainer costs within the District, and to provide a
record of work levels to facilitate any subsequent retainer cost adjustments. Central San and
Burke will develop mutually agreed upon reporting categories for work areas to facilitate this
reporting.
4.3 Travel within the Bay Area for retainer related services shall be included within the
monthly retainer cost.
5. Other Leaal Services
5.1 For other additional services rendered in connection with legal
advice provided on non -routine matters, including but not limited to, specialized construction
issues (such as complex bid disputes or protests), preparation, prosecution and defense of
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litigation and/or adjudicative or investigative proceedings and complex transactional matters
("Special Services"), Burke shall identify such matters and discuss such with the General
Manager or his designee. If agreed to as Special Services, the District shall pay to Burke on an
hourly basis $395 for partners, $325 for associates, and $135 for Law Clerks and paralegals.
Prior to applying this rate to any matter covered by this paragraph, Burke shall obtain written
authorization from the General Manager. Special Service rates will be reviewed in January of
odd numbered years for adjustment.
6. Payment for Services.
6.1 Burke shall bill the District on a monthly basis for the Retainer and
for any Special Services provided in that month. For all Special Services, each bill shall indicate
the date of the work done, the work that was accomplished, the attorney or paralegal that
performed the work, and the fee for the work.
6.2 All travel time on Special Services will be at one half the normal
billing rate
6.3 The following out-of-pocket expenses will be separately itemized
and included in bills to the District: (1) extraordinary operating expenses, including items such
as messenger services, overnight mail charges, and extraordinary copying (such as copying sent
out to third party copying services and significant volumes); (2) necessary travel and
subsistence expenses; (3) court costs, including filing fees, witness fees, and deposition and
discovery costs not paid directly by the District.
6.4 The District shall review and process Burke's monthly statements
and pay Burke for services rendered and expenses incurred at the rates and in the amounts
provided in this Agreement on a monthly basis in accordance with the approved monthly
statements.
7. General Compliance with Laws. Burke will keep informed of federal,
state and local laws and ordinances and regulations which in any manner affect Burke, or in any
way affect the performance of the Services by Burke. Burke will at all times observe and
comply with these laws, ordinances, and regulations and will be responsible for the compliance
of the Services with all applicable laws, ordinances and regulations.
8. Status of Burke. Burke will perform the Services in Burke's own way as an
independent contractor and in pursuit of Burke's independent calling, and not as an employee
of District. The persons used by Burke to provide the Services under this Agreement will not be
considered employees of District for any purposes. The payment made to Burke pursuant to
the Agreement will be the full and complete compensation to which Burke is entitled. District
will not make any federal or state tax withholdings on behalf of Burke or its agents, employees
or subcontractors. District will not be required to pay any Workers' Compensation insurance or
unemployment contributions on behalf of Burke or its employees or subcontractors.
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9. Indemnification. Burke will indemnify and hold harmless District and its
officers, agents, employees and volunteers from and against all claims, damages, losses and
expenses including attorney fees arising out of the performance of the Services to the extent
they are caused by the willful misconduct or negligent act or omission of Burke, any
subcontractor, anyone employed by any of them or anyone for whose acts any of them may be
liable.
10. Insurance. Burke will obtain and maintain for the duration of the
Agreement and any and all amendments, insurance against claims for injuries to persons or
damage to property which may arise out of or in connection with performance of the Services
by Burke or Burke's agents, representatives, employees or subcontractors. The insurance will
be obtained from an insurance carrier admitted and authorized to do business in the State of
California. The insurance carrier is required to have a current Best's Key Rating of not less than
"AMI."
10.1 Coverages and Limits. Burke will maintain the types of coverages
and minimum limits indicated below, unless General Manager approves a lower amount. These
minimum amounts of coverage will not constitute any limitations or cap on Burke's
indemnification obligations under this Agreement. District, its officers, agents, volunteers and
employees make no representation that the limits of the insurance specified to be carried by
Burke pursuant to this Agreement are adequate to protect Burke. If Burke believes that any
required insurance coverage is inadequate, Burke will obtain such additional insurance
coverage, as Burke deems adequate, at Burke's sole expense.
10.1.1 Commercial General Liability Insurance. $1,000,000
combined single -limit per occurrence for bodily injury, personal injury and property damage. If
the submitted policies contain aggregate limits, general aggregate limits will apply separately to
the work under this Agreement or the general aggregate will be twice the required per
occurrence limit.
10.1.2 Automobile Liability. $2,000,000 combined single -limit per
accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability.
Workers' Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury.
10.1.4 Professional Liability. Errors and omissions liability
appropriate to Burke's profession with limits of not less than $2,000,000 per claim.
10.2 Additional Provisions. Burke will ensure that the policies of
insurance required under this Agreement contain, or are endorsed to contain, the following
provisions:
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10.2.1 For Commercial General Liability Insurance and
Automobile Liability Insurance, District and its officers, agents, volunteers and employees will
be named as additional insureds.
10.2.2 Burke will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims -made coverage.
10.2.3 This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty (30) days prior
written notice to District sent pursuant to the notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to
District's execution of this Agreement, Burke will furnish certificates of insurance and
endorsements to District. The District utilizes the services of Ebix, Inc. to confirm insurance
compliance and to collect electronic copies of Certificates of Insurance. Burke 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 Burke before work commences.
The District may also require copies of Policy Declarations Pages and Schedules of Policy
Endorsements. Burke shall provide insurance documentation to centralsan@ebix.com for
processing.
10.4 Failure to Maintain Coverage. If Burke fails to maintain any of
these insurance coverages, then District will have the option to declare Burke in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies in order
to maintain the required coverages. Burke is responsible for any payments made by District to
obtain or maintain insurance and District may collect these payments from Burke or deduct the
amount paid from any sums due Burke under this Agreement.
10.5 Primary Coverage. For any claims related to the Services and this
Agreement, Burke's insurance coverage will be the primary insurance with respect to District
and its officers, agents, volunteers and employees. Any insurance or self-insurance maintained
by District, for itself or its officers, agents, volunteers and employees, will be in excess of
Burke's insurance and not contributory with it.
10.6 Reduction in Coverage/Material Changes. Burke will notify
District thirty (30) days prior to any reduction in any of the insurance coverage required
pursuant to this Agreement or any material changes to the respective insurance policies.
11. Maintenance of Records. Burke will maintain complete and accurate
records with respect to costs incurred under this Agreement. All such records will be clearly
identifiable. Burke will allow a representative of District during normal business hours to
examine, audit, and make transcripts or copies of such records and any other such documents
created pursuant to this Agreement. Burke will allow inspection of all work, data, documents,
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proceedings, and activities related to the Agreement for a period of three (3) years from the
date of final payment under this Agreement.
Ownership of Documents. Upon termination of this Agreement, all reports, plans, documents,
records, and data or certified copies of same prepared by Burke pursuant to this Agreement
shall become the property of District, excluding Burke's internal accounting records and other
documents not reasonably necessary to District's representation, subject to Burke's right to
make copies of any files withdrawn by District. Once a matter is concluded, Burke will close the
file and District will receive notice of any District materials that remain in Burke's possession.
District will be invited to retrieve these District materials within a reasonable time as set forth
in the notice or District may direct Burke to forward the District materials to District at District's
expense. If District does not retrieve the materials or request that they be forwarded, District
authorizes Burke to destroy the materials in accordance with applicable rules of professional
conduct and document retention. Under Burke's document retention policy, Burke would
normally destroy files five (5) years after a matter is closed, unless other arrangements are
made with District. All District -supplied materials and all attorney end product (referred to
generally as "District material") are the property of District. Attorney end product includes, for
example, finalized contracts, pleadings, and trust documents. Attorney work product is the
property of Burke. Attorney work product includes, for example, drafts, notes, internal
memoranda and electronic files, and attorney representation and administration materials, and
conflicts materials. If the attorney-client relationship is ended, Central San may request a list of
such attorney work product material and make a request to Burke for copies of material that
may be necessary to Central San.
12.
13. Notices. The name of the persons who are authorized to give written
notices or to receive written notice on behalf of District and on behalf of Burke under this
Agreement are:
For District:
Central San
Attn: Roger Bailey
5019 Imhoff Place
Martinez, CA 94553
For Burke:
Burke, Williams & Sorensen, LLP
Attn: Leah J. Castella
1999 Harrison St., 16th Floor
Oakland, CA 94612
(510) 273-8780
Except as otherwise stated, all notices to be provided or that may be provided
under this Agreement must be in writing and delivered by regular or certified mail. Each party
will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
14. Termination of Services.
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14.1 District may terminate Services at any time by written notice.
After receiving such notice, Burke will cease providing the Services. Burke will cooperate with
District in the orderly transfer of all related files and records to District's new counsel.
14.2 Burke may terminate the Services at any time upon ninety (90)
days prior written notice. If Burke terminates the Services, District agrees to execute a
substitution of attorneys promptly and otherwise cooperate in effecting that termination.
14.3 Termination of the Services, whether by District or by Burke, will
not relieve the obligation to pay for the Services rendered and costs incurred before the
Services formally ceased.
15. Entire Agreement. This Agreement embodies the entire Agreement and
understanding between the Parties relating to the subject matter of it. In case of conflict, the
terms of this Agreement supersede any and all prior written or oral agreement, order or
understanding. Neither this Agreement nor any of its provisions may be amended, modified,
waived or discharged except in writing signed by both Parties.
[signatures follow on next page]
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IN WITNESS HEREOF, the Parties hereby execute this Agreement as of the date set forth
above.
BURKE:
DISTRICT:
BURKE, WILLIAMS & SORENSEN, LLP CENTRAL CONTRA COSTA SANITARY
DISTRICT, an Independent Special District of
the State of California
M3
John J. Welsh, Managing Partner By:
President, Board of
Directors
APPROVED AS TO FORM:
Mq
, Attorney
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EXHIBIT A
GENERAL COUNSEL SERVICES
• Attendance at Board meetings in person at District;
• Attendance at Board Committee meetings as requested either in person or virtually;
• Preparation and presentation of advice to the Board and Board members;
• Provision of a minimum of two half -days of onsite office hours per week through December 31,
2023, or the equivalent, with the days and hours to be adjusted as needed to accommodate
staff, Directors, and Counsel for the District. As of January 1, 2024, onsite office hours will be
reduced to one half-day per week, with the days and hours to be adjusted as needed to
accommodate staff, Directors and Counsel for the District
• Participation in internal meetings useful to obtain understanding of current happenings at the
agency as directed by staff (including: Manager's forum, Agenda Review, Final Agenda Review);
• All telephone calls, excepting calls on assigned litigation or special legal assignments for which
there is authorization to bill separately
• Receipt and review of all correspondence, documents, faxes, and emails receive or reviewed
remotely, except on separately billed matters;
• Management of outside counsel litigation services including providing coordination among
Counsel for the District, staff, Board of Directors, and outside litigation counsel;
• Review of routine contracts for compliance with District policies and procedures and applicable
law;
• Review and/or preparation of ordinances, resolutions, orders, agreements, forms, notices,
declarations, certificates, deeds, leases, policies, and other documents required by the District;
• Consultation with the General Manager and District staff as needed to render legal advice
and/or to provide a legal opinion on legal matters impacting the District or District operations;
• Legal work pertaining to routine issues related to public contracting, property acquisition,
property disposal, public improvements, public rights-of-way and easements, and matters
relating to public utilities;
• Routine review of sewer service rate studies and impact fee rate studies;
• Participate in CASA legislative committee meetings in partnership with District staff;
• Review of incoming PRA requests and outgoing correspondence on an as needed basis for
clarifications on points of law;
• Participate and assist in records retention policy updates.
September 21, 2023 Special Board Meeting Agenda Packet - Page 80 of 174
meyers i nave
November 16, 2022
President David R. Williams and
Members of the Board of Directors
c/o Teji O'Malley
1999 Harrison Street, 9th Floor
Oakland, California 94612
tel (510) 808-2000
fax (510) 444-1108
www.meyersnave.com
Human Resources and Organizational Development Manager
Central Contra Costa Sanitary District
5019 Imhoff Place
Martinez, CA 94553
Re: Engagement of Legal Services
Dear President Williams and Members of the Board:
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Attachment 2
Richard D. Pio Roda
Attorney at Law
Direct Dial: (510) 808-2020
rpioroda@meyersnave.com
Thank you for continuing to retain 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.
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 the subject of general counsel services. In accordance with
the District's public health and safety practices, 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 such as litigatio, 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 other special assignments.
2. Term of Agreement. Meyers Nave shall provide such legal services from January 1,
2023 through June 30, 2023 in accordance with the hourly rates, retainer fees and
definitions set forth in Attachment 1.
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Board of Directors
November 16, 2022
Page 2
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.
Richard D. Pio Roda will be the principal in charge of representing the District's
interests. Mr. Pio Roda will serve as acting District Counsel in Mr. Alm's absence.
An experienced associate or of counsel 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 provide 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.
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
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Board of Directors
November 16, 2022
Page 3
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 party 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 party 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
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
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Board of Directors
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Page 4
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
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Board of Directors
November 16, 2022
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:
Richard D. Pio Roda
MEYERS NAVE
1999 Harrison Street, 9th Floor
Oakland, California 94612
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.
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 parry.
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Board of Directors
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Page 6
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.
Again, we thank you for allowing us the opportunity to serve as your lawyers.
A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO
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Page 20 of 29
Board of Directors
November 16, 2022
Page 7
Very truly yours,
Richard D. Pio Roda
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
U51A
David R. Williams
President, Board of Directors
Acknowledged:
CENTRAL CONTRA COSTA SANITARY DISTRICT
By:
Katie Young
Secretary of the District
5239093.1
A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO
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ATTACHMENT 1
MEYERS, NAVE, RIBACK, SILVER & WILSON
RATE SHEET
Changes in rates for each category may be requested by Meyers Nave and all
modifications will be subject to District approval.
"Retainer" services for the purposes of this Agreement are defined as those certain
services that are customarily provided on a regular basis. Ongoing Retainer Services will
initially be billed at the blended hourly rate of three hundred dollars ($300) based on
sixty (60) hours per month, or $4,500.00 based on 15 hours per week. Either parry to this
Agreement may 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
Page 8
September 21, 2023 Special Board Meeting Agenda Packet - Page 88 of 174
Rates effective January 1,
28222023
Richard D. Pio Roda and other Senior Principals
X0$385
Principal
$345$360
Sr. of Counsel
$J25$340
Sr. Associate
$2&5$300
Jr. Associate
X5$290
Paralegal
X0$165
Law Clerk
&"5$200
Retainer(monthly)
$18,000.00 (based on 60
hours per month
Retainer (weekly)
$4,500.00 per week based
on 15 hours per week
Or-ignal Retainer- (moi#hly�
$7,098 (based on 26 hour -s
$14,200 i>,.,soa ,,,, nn h,.,,,.s
$3,550
week-)
Changes in rates for each category may be requested by Meyers Nave and all
modifications will be subject to District approval.
"Retainer" services for the purposes of this Agreement are defined as those certain
services that are customarily provided on a regular basis. Ongoing Retainer Services will
initially be billed at the blended hourly rate of three hundred dollars ($300) based on
sixty (60) hours per month, or $4,500.00 based on 15 hours per week. Either parry to this
Agreement may 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
Page 8
September 21, 2023 Special Board Meeting Agenda Packet - Page 88 of 174
Page 22 of 29
the retainer fee will be implemented at that time. Retainer services specifically include
the following:
(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) Eight (8) hours per week of onsite (District Counsel Office Hours) legal services
to be provided an experienced attorney, including Richard D. Pio Roda.
(d) Attendance at and preparation for Central Contra Costa Sanitary District Board
meetings, Agenda Review meetings, Board Committee meetings, and California
Association of Sanitation Agencies Legislative meetings;
(e) Legislative review for California Association of Sanitation Agencies Legislative
Committee and ordinary Counsel for the District services in support of
wastewater related industry matters;
(f) Preparation and presentation of advice to the Board and Board Members;
(g) Management of outside counsel including providing coordination among Counsel
for the District, staff, and Board of Directors;
(h) Manage and coordinate services to be provided by Meyers Nave;
(i) Provision of other routine and typical 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.
Page 9
September 21, 2023 Special Board Meeting Agenda Packet - Page 89 of 174
Page 23 of 29
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
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September 21, 2023 Special Board Meeting Agenda Packet - Page 90 of 174
Page 24 of 29
third -parry 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
Page 11
September 21, 2023 Special Board Meeting Agenda Packet - Page 91 of 174
26 Hillcroft Way Kenton L. Alm
Walnut Creek, California 94597 Attorney at Law
(510) 375-4571
Attachment 3
October 20, 2022
Honorable Board of Directors
Central Contra Costa Sanitary District
5019 Imhoff Place
Martinez, California 94553
Re: Modified Engagement of Legal Services
Dear Honorable Board of Directors:
Page 25 of 29
Thank you for your confidence in continuing to retain me, Kenton L. Alm, as your District Counsel.
I will continue to practice through much of 2023 as sole practitioner as the law offices of
Kenton L. Alm, ("Counsel") to perform general counsel legal services for Central Contra Costa
Sanitary District (Central San or District). I have had the pleasure of providing similar services for
many years and appreciate the opportunity of continuing to work with you under this new contract.
This Engagement Letter of Legal Services (the "Agreement") sets forth the agreement concerning
the legal services to be provided, conflict disclosure and waiver, and fee arrangements for those
services.
1. Scope of Engagement. Counsel will provide legal services reasonably required to
represent the District as its general counsel (District Counsel). Certain ordinary and reoccurring
services as set forth under Retainer Services in Exhibit A will be provided as set forth thereon.
Additional legal services not falling within the scope of Retainer Services, or services for specific
legal projects requiring substantial hours in excess of the retainer services set forth in Exhibit A,
shall be provided if requested by the District and billed separately at the hourly rates also set forth
In Exhibit A. If this type of additional work is requested, a Supplemental Letter of Legal Services
confirming this additional work and associated terms shall bring it within the scope of this
Agreement.
2. Fees and Personnel. As compensation for services, fees will be based on the billing
rates set forth in Exhibit A. The agreed-upon changes set forth in Exhibit A shall be effective
upon the date of this agreement.
Counsel will be in charge of the provision of outside legal services which may be provided for the
District, with the exception of Labor and Employment matters. For so long as the District
continues to contract with the Meyers Nave law firm, Counsel will rely on that firm to provide
back-up for services Counsel may not be able to provide due to vacations or other unavailability,
or for services which may more appropriately be provided by a Meyers Nave firm member with
appropriate skills. If it is felt that other attorneys and/or paralegals should be assigned to work on
District matters, then Counsel will be primarily responsible for directing their work. The general
terms of Meyers Nave's engagement and its compensation shall be subject to a separate
agreement between the District and Meyers Nave.
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Page 26 of 29
Central Contra Costa Sanitary District
Modified Engagement of Legal Services
October 20, 2022
Page 2
3. Authorized Representative. By signing below, the District's President of the Board of
Directors represent that he is authorized to execute this Agreement and otherwise make
decisions on the District's behalf.
4. Disbursements and Expenses. In addition to hourly fees, Counsel may incur out-of-
pocket expenses related to the District's representation. Counsel will be reimbursed for certain
outside services incurred in the course of providing legal services to the District. Outside services
will include, but are not limited to, all third -party expenses, delivery charges, travel expenses, or
outside research services. Specific arrangements will be agreed to for reimbursement in the
event it becomes appropriate for Counsel to hire consultants or experts on behalf of the District.
5. Participation in California Association of Sanitation Agencies (CASA). The District
agrees that it is in its best interest for Counsel to continue to participate in CASA activities, and
when possible and necessary to attend various meetings and conferences. The District will pay
for or reimburse Counsel for reasonable travel expenses associated with such activities.
6. Billing and Payment Responsibilities. Counsel will send monthly statements which are
due within thirty (30) days of receipt. If the District has any questions about an invoice, it is
requested to promptly contact Counsel so that the matters may be discussed.
7. Termination of Services. The District may terminate Counsel's services at any time by
sixty (60) days written notice. After receiving such notice, Counsel will cease providing services
in accordance with that notice. Termination of Counsel services by the District will not relieve the
obligation to pay for services rendered and costs incurred before Counsel's services formally
ceased. Counsel has determined that he will enter into a fuller retirement status during the spring
of 2023. If District Counsel is unable to provide adequate legal services prior to that date due to
health concerns or currently unknown circumstances, he will provide the maximum notice
practical. Counsel will cooperate fully with the District to facilitate the District's preferences in the
process of selection of new counsel.
8. Insurance. During the term of this engagement, Counsel shall take out and maintain
general liability, auto and professional errors and omissions insurance, in amounts acceptable to
the District.
9. Guarantee of Outcome. Any comments made by Counsel about the potential outcome
of this matter are expressions of opinion only and are not guarantees or promises about any
outcome or results.
10. Dispute Resolution. In the event the District becomes dissatisfied with any aspect of the
relationship, Counsel encourages the District to bring such concerns to his attention immediately.
If the dispute is unable to be resolved, either arising out of or in connection with this Agreement or
relating to the services performed by Counsel, to Counsel and the District's mutual satisfaction,
Counsel will first comply with any mandatory Bar Association dispute resolution procedures that
may apply to any such dispute.
September 21, 2023 Special Board Meeting Agenda Packet - Page 93 of 174
Page 27 of 29
Central Contra Costa Sanitary District
Modified Engagement of Legal Services
October 20, 2022
Page 3
11. Entire Agreement, Full Understanding; Modifications in Writing. This Agreement
contains the entire agreement about Counsel's representation. Modifications or additions to this
Agreement must be made in writing.
12. Conflicts/Waivers. Counsel is not aware of any potential conflicts regarding continued
representation of the District. If any conflict were to arise, Counsel will promptly notify the District
and follow the Rules of Professional Conduct for lawyers.
If this Engagement Letter of Legal Services is consistent with your understanding of our
respective responsibilities, please so indicate by returning a signed copy of this letter to me at
your earliest convenience.
Very truly yours,
Kenton L. Alm
Attorney at Law
These terms are accepted and agreed to as of October 20, 2022:
Central Contra Costa Sanitary District
By:
David Williams
President of the Board of Directors
September 21, 2023 Special Board Meeting Agenda Packet - Page 94 of 174
Page 28 of 29
Attachment 3a
EXHIBIT A
KENTON L. ALM, ESQ.
RATE SHEET
It is understood that Mr. Alm shall provide services as noted below as a sole proprietor, and back
up will be provided by Meyers Nave, provided the District continues to maintain a separate
engagement letter with them. For any extended periods when Mr. Alm is not available to provide
Counsel for the District services, Meyers Nave will be requested to provide those services. In any
month where Mr. Alm is not available for a period of more than a full week, the retainer amount
due Mr. Alm will be proportionately reduced to reflect that absence. Mr. Alm may make
arrangements with the General Manager to provide legal services remotely without on-site office
hours for periods where COVID restrictions or other events deem that appropriate without
incurring a proportionate reduction in the monthly retainer.
Travel and Conference expenses shall be directly reimbursed per Central San's Administrative
Procedure AP 008 - Travel Expense Reimbursement Procedure and are subject to advance
approval by the General Manager.
RETAINER SERVICES
Retainer services for the purposes of this contract are defined as those certain Counsel for the
District services that would ordinarily be required on a regular basis and which are anticipated to
be performed within the seventy-six (76) hours per month of retainer time. The retainer
specifically includes the following:
a. Attendance at Central Contra Costa Sanitary District Board meetings, Agenda Review
meetings, Board Committee meetings as requested, and California Association of Sanitation
Agencies Legislative meetings;
b. Legislative review for California Association of Sanitation Agencies Legislative Committee and
ordinary Counsel for the District services in support of wastewater related industry matters;
c. All telephone calls, except calls on special legal assignments for which there is an
authorization to bill separately;
September 21, 2023 Special Board Meeting Agenda Packet - Page 95 of 174
RATES
Effective October 20, 2022 November 2021
$258 48/hour - 76 hours
Kenton L. Alm - Retainer
,249 /month
$19,608 8-
Kenton L. Alm - Additional Services
$263 45/hour
Legal Assistance
Actual rate to be reviewed by Central San
(Subconsultant to K. Alm)
prior to usage
It is understood that Mr. Alm shall provide services as noted below as a sole proprietor, and back
up will be provided by Meyers Nave, provided the District continues to maintain a separate
engagement letter with them. For any extended periods when Mr. Alm is not available to provide
Counsel for the District services, Meyers Nave will be requested to provide those services. In any
month where Mr. Alm is not available for a period of more than a full week, the retainer amount
due Mr. Alm will be proportionately reduced to reflect that absence. Mr. Alm may make
arrangements with the General Manager to provide legal services remotely without on-site office
hours for periods where COVID restrictions or other events deem that appropriate without
incurring a proportionate reduction in the monthly retainer.
Travel and Conference expenses shall be directly reimbursed per Central San's Administrative
Procedure AP 008 - Travel Expense Reimbursement Procedure and are subject to advance
approval by the General Manager.
RETAINER SERVICES
Retainer services for the purposes of this contract are defined as those certain Counsel for the
District services that would ordinarily be required on a regular basis and which are anticipated to
be performed within the seventy-six (76) hours per month of retainer time. The retainer
specifically includes the following:
a. Attendance at Central Contra Costa Sanitary District Board meetings, Agenda Review
meetings, Board Committee meetings as requested, and California Association of Sanitation
Agencies Legislative meetings;
b. Legislative review for California Association of Sanitation Agencies Legislative Committee and
ordinary Counsel for the District services in support of wastewater related industry matters;
c. All telephone calls, except calls on special legal assignments for which there is an
authorization to bill separately;
September 21, 2023 Special Board Meeting Agenda Packet - Page 95 of 174
Page 29 of 29
Kenton L. Alm Rate Sheet
Effective October 20, 2022
Page 2
d. Receipt and review of all correspondence, documents, faxes, and e-mails received or
reviewed remotely, except on separately billed legal matters;
e. Preparation and presentation of advice to the Board and Board Members (including
customary ancillary activities related to representing the Board);
f. Provision of a minimum of two (2) half -days of onsite office hours per week, or the equivalent,
with the days and hours to be adjusted as needed to accommodate staff, Directors, and
Counsel for the District;
g. Management of outside counsel litigation services including providing coordination among
Counsel for the District, staff, Board of Directors, and outside litigation counsel;
h. Manage and coordinate any services to be provided by Meyers Nave;
Provision of other routine and typical Counsel for the District legal services; and
Review of contracts for compliance with Central San's requirements and relevant legal
requirements. This will focus primarily on:
1. Capital Improvement Projects;
2. Contracts originating from Purchasing; and
3. Contracts for services provided by consultants/vendors, including contracts authorized by
Board actions.
September 21, 2023 Special Board Meeting Agenda Packet - Page 96 of 174