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HomeMy WebLinkAbout1770 Appointing Jackson Lewis, P.C. as Special Legal Counsel BILL NO. 2021-013 ORDINANCE NO. '3-7 AN ORDINANCE APPOINTING JACKSON LEWIS, P.C. AS SPECIAL LEGAL COUNSEL WHEREAS, Section 79.230 of the Revised Statutes of Missouri provides that the Mayor and Board of Aldermen may employ special counsel by ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN FOR THE CITY OF RIVERSIDE, MISSOURI, as follows: SECTION 1 — APPOINTMENT. That Jackson Lewis, P.C. is hereby employed as special legal counsel for the City of Riverside in connection with labor relations matters, and the Mayor is hereby authorized to execute the attached engagement letter agreement on behalf of the City. SECTION 2 — FURTHER AUTHORIZATION. That the City Administrator and such other officials of the City may execute any other additional documents or take such other actions as are necessary, incidental or expedient to carry out the intent of the agreement approved and the authority granted herein. SECTION 3 — EFFECTIVE DATE. That this ordinance shall be in full force and effect from and after the date of its passage and approval. SECTION 4—REPEALER. Ordinance No. 1448, adopted on January 19, 2016, is repealed. BE IT REMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside this��day of , 2021. N Mayor Kathleen L. Rose ATTEST; ;�, � ; • ; Robin Kincaid=, City,ckr. Jackson Lewis Jackson Lewis P.C. 7101 College Blvd,Suite 1200 Overland Park KS 66210 (913)981 1018 Main (913)981 1019 Fax iacksonlewis.com Via E-mail Onlybkoral@riversidemo.com April 23, 2021 PERSONAL AND CONFIDENTIAL: ATTORNEY-CLIENT AND ATTORNEY WORK-PRODUCT PRIVILEGED MATERIAL Brian Koral City Administrator City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 Re: Confirmation of Engagement and Fee Arrangement Dear Mr. Koral: We are pleased that City of Riverside, Missouri (the "Company") has decided to retain Jackson Lewis P.C. (herein "the Firm")for legal services in connection with labor relations advice&counsel. This letter details the scope of our client relationship and outlines the fees for our services. A. Scope of Services As we discussed, we will represent the Company in the matter of labor relations advice and counsel. We will do our best to serve the Company efficiently. While we cannot guarantee the success or outcome of any given matter, we will strive to vigorously represent the Company. I will have primary responsibility for handling these matters and will utilize other attorneys and legal assistants in the firm in the best exercise of my professional judgment. If, at any time, you have any questions, concerns or comments, please contact me. B. Fees We charge for our time on an hourly basis, in one-tenth hour increments. We will invoice the Company at our regular hourly rates for the work performed on the Company's behalf. Our schedule of hourly rates for attorneys and other members of our professional staff is based on years of experience, level of professional attainment and geographic location. Currently, our hourly rates in the Kansas City office range from $255.00 to $590.00 for attorneys. My current hourly rate is $400.00. These hourly rates may be subject to periodic increases over time. Any changes in billing rates will be reflected in the invoice after any Jackson Lewis Brian Korai City of Riverside,Missouri April 23,2021 Page 2 revised rates go into effect. We charge for all services rendered, including but not limited to, telephone calls, conferences, court and agency hearings, and other proceedings. Our entire billing process is explained in "A Word About Our Invoices," a copy of which is enclosed. These discounted hourly rates, however, will not apply to complex matters which include, but are not limited to, class actions, multi-plaintiff litigations, and unfair competition litigation. For these matters, our regular hourly rates will apply. C. Client Cooperation The Company understands and agrees that, in order for us to represent it effectively, it is necessary for the Company to assist and cooperate with the Firm. The Company agrees to (1) make itself (including its employees if applicable) available to discuss issues as they arise in this matter; (2) attend and participate in meetings, preparation sessions, court proceedings and other activities in connection with the representation; (3) provide complete and accurate information and documents to us on a timely basis; (4) make timely payment to any experts or vendors retained in connection with our services; and (5) advise whether there is an agreement to arbitrate the subject claim(s), either as set forth in a stand-alone arbitration agreement, an employee handbook, an employment application or otherwise. D. Protection of Client Confidences—Communication Devices We are always mindful of our central obligation to preserve the secrets and confidences of our clients. To that end, it is important that we agree from the outset what kinds of communications technology we will employ in the course of this Engagement. Unless the Company specifically directs us to the contrary, for purposes of this Engagement, we agree that it is appropriate for us to use fax machines and e-mail in the course of the Engagement without any encryption or other special protections. In that regard, if there is a specific e-mail address which you would like us to use to communicate with you, other than your current Company e-mail address, please let us know. Please also notify the Firm if the Company has any other requests or requirements in connection with the methods of telecommunication, or persons to be included or copied in the circulation of documents relating to the Engagement. E. Termination of Representation The Company may terminate this representation at any time, with or without cause. We also reserve the right to withdraw at any time to the fullest extent permitted by the applicable ethical rules. Any termination of our representation of the Company would be subject to such approval as may be required from any court(s) in which we are appearing on the Company's behalf. In the event of termination by either of us, fees and costs for work performed prior to termination will still be payable as provided for in this letter. Following any termination of representation, client files will be released only following delivery to the Firm of a signed release letter containing appropriate directions and an acknowledgment of the obligation to pay outstanding fees. The Company will be charged for the reasonable costs of retrieval, assembly, copying, processing and transfer of all files or materials, including Electronically Stored Information ("ESI"). Upon termination of representation, the Firm reserves the right to maintain the Company's legal file in electronic format only. Jackson Lewis Brian Korai City of Riverside, Missouri April 23,2021 Page 3 F. Preservation of Documentation Should a claim be received by the Company, the Company must take immediate steps to identify, preserve and collect all relevant information until the matter is completely resolved. This information includes all paper and all ESI related to the claim. ESI includes, but is not limited to, the following: e-mails, text messages and other electronic communications, word processing files, spreadsheets, PowerPoints, photos and other images, SharePoints, voicemail, databases, data files and archive files, regardless of whether the information is contained on servers, laptop and desktop computers, back-up tapes, home and personal computers, cloud storage systems, or portable ESI storage devices such as iPhones, Android phones, Blackberries and other smart phones, iPads, iPods, thumb drives, CD's, DVDs, and portable hard drives. This also will likely include any and all relevant surveillance tapes and recordings. The Company must also immediately suspend any document retention/destruction policy and put in place a "Litigation Hold." This Litigation Hold is designed to ensure that relevant electronic evidence is preserved and not destroyed, altered, modified, disposed of, or in any way compromised. Therefore, any individuals who may have relevant information or documents related to a matter must comply with this litigation hold. Although this may seem like an onerous task, document retention is critical for the defense of a matter and to ensure the Company complies with its legal obligation to preserve and produce relevant information. A failure to preserve documents or electronic data could have dire consequences in a matter. For example, in addition to monetary sanctions, the Company may be precluded from using certain evidence at trial or the court may allow a jury to draw negative inferences against the Company. Under a worst case scenario, the court may award a judgment in favor of the claimant. Therefore, if the Company has any doubt regarding whether paper or electronic data falls within the scope of a "Litigation Hold", it should err on the side of preservation and contact us. G. Advance Conflict of Interest Waiver Because of the size, geographical reach and the broad scope of the Firm's legal practice, it is possible that attorneys in one or more of the Firm's offices or departments may now or in the future represent parties in matters in which their interests are adverse to those of the Company or its affiliates, or have contractual or other dealings with the Company. As a condition of our representation, the Company agrees that the Firm may represent other parties in matters in which their interests are adverse to those of the Company or its affiliates and waives any conflict that would otherwise exist in such matters, provided that (i) any matter in which the Firm represents an adverse party is not substantially related to the Firm's work for the Company, and (ii) if appropriate, an ethical wall is created to separate the other matter from the matters the Firm is handling for the Company. H. Potential Insurance Coverage As employment defense counsel, the Firm cannot provide an opinion with respect to the extent or terms of the Company's coverage under any employment practices liability insurance, directors and officers or other insurance policies or programs (on an ongoing basis or otherwise). We urge the Company to review this matter with its internal counsel, insurance broker or anyone else with whom it wishes to discuss the possibility of other insurance being applicable, e.g., an excess liability insurance policy, homeowners or personal insurance or any other form or kind of insurance including workers compensation insurance. As with any insurance policy, prompt and complete notice should be given, as required by the policy and by Jackson Lewis Brian Korai City of Riverside,Missouri April 23,2021 Page 4 applicable law. Failure to do so could adversely affect the existence of or eligibility for any insurance coverage. Further, please note that, in many instances, punitive damages may not be covered by the Company's insurance policies. There may also be other policy exclusions, as well as limits respecting any coverage(s). Again, please address any exclusions, or limits on coverage for the subject claim(s), with the Company's carrier(s), insurance broker, or legal counsel. 1. Dispute Resolution City of Riverside, Missouri and Jackson Lewis P.C. agree that any dispute between us arising out of, or relating to, this agreement, or the breach thereof, shall be resolved by binding arbitration between the parties. This includes, but is not limited to any claims regarding attorney's fees or costs under this agreement or regarding a claim of attorney malpractice, that is, whether any legal services Jackson Lewis P.C. has rendered, under this agreement or otherwise, were improperly, negligently, or incompetently rendered, or otherwise rendered in breach of a contractual or ethical duty. The Company understands and acknowledges that, by agreeing to binding arbitration, it waives and thereby eliminates the right to submit the dispute for determination by a court and thereby also waives the right to a jury trial. The Company acknowledges that it has been informed that the grounds for appeal of an arbitration award are very limited compared to a court judgment or jury verdict. Consequently, the Company should carefully consider whether arbitration is acceptable to it and should consult with independent counsel. Arbitration shall be in accordance with the Uniform Arbitration Act of Missouri. The dispute will be resolved by a single arbitrator to be selected by the parties. ' The arbitrator must be an attorney in good standing in Missouri. The cost of the arbitration shall be shared by the parties, but the arbitrator shall have the right to allocate costs in the final award. If in the opinion of any party, there arises a problem or unreasonable delay with the administration of the dispute, including but not limited to scheduling any hearing, any party upon 10 days written notice to the other, shall have the right and power to notify and engage the American Arbitration Association (AAA) to commence formal administration of the proceeding before the AAA in accordance with its then prevailing rules. The award rendered by the arbitrator(s) shall be final and may be confirmed in any court having jurisdiction thereof. Jackson Lewis Brian Korai Ci of Riverside,Missouri April 23,2021 Page 5 If the foregoing is acceptable to the Company, please sign below and return a copy of this letter to me. If you have any questions at any time regarding the scope of our representation, the handling of any matter or the content of any invoice, please contact me at once. We are pleased to be of service to the Company. Sincerely, /a/yefice*M.J'e= Jeffrey M. Place Attorney at Law (913) 251-3739 Direct jeff.place@jacksonlewis.com Jackson Lewis P.C. JMP/dp Enclosure Agreed to and Accepted by: City o Riverside, Mi s ri; By: AAIte)2 �_. Kos P� Title: Va)-&e Date: _,��6W 4820-4349-1302,v. 1 A WORD ABOUT OUR INVOICES . . . Invoices are sent to our clients monthly or pursuant to an insurance carrier's guidelines if applicable. Billings for services rendered on your matter(s)and for reasonable expenses incurred on your behalf are sent approximately three to four weeks after the completion of the month in which the work is performed. As more fully discussed in the engagement letter, for any threatened or actual claim, please verify whether there is insurance of any kind that may cover the actual or potential claim and if there is, please provide prompt and complete notice to us and to the insurance carrier. Subject to applicable guidelines, we charge for all services rendered on your matter(s) including, but not limited to, telephone calls, conferences, court and agency hearings, and other proceedings. These include reimbursement for travel-related expenses, such as lodging, meals, air travel, cab fares, auto expenses, parking fees,tolls and mileage. We also bill for all photocopying costs, telephone calls, facsimiles, postage, messenger service and, if required, delivery charges where material is sent via certified or registered mail or by express mail or package carrier. If a situation arises which requires overtime work by our secretaries, we will invoice you at our cost. All third party charges(e.g. filing,trial, and court reporter fees)are the responsibility of the client and should be paid directly by the client. The cost for computerized legal research is the rate calculated by our vendor LexisNexis. Your cost is not based on the annual discount arrangement the Firm has with LexisNexis. Payment for our services and expenses described are expected upon receipt of our invoice. We are confident our clients make every effort to pay us promptly. We do our utmost to provide quality and professional service to our clients. In return, we expect timely payment for services rendered. A monthly service charge of one and a half percent 1.5%) is added to the unpaid balance of any invoice not paid within ninety (90) days after it is rendered. Electronic discovery related charges will be billed directly by the vendor who provides these services, including those of our preferred vendor, Kroll Ontrack, Inc. These nonlegal services and expert witness charges are provided under separate agreement between you and the vendor or expert. The non-legal services that might be necessary for electronic discovery include: forensic collection of electronically stored information ("ESI") from your computer systems, computer forensic and other technical consulting, ESI processing, ESI uploading and search/review software hosting, ESI production, training, and project management services. You are responsible for making timely payment of their invoices so as to avoid any disruption in our legal services. Charges by Kroll or other e-services providers will be invoiced on our invoices or separately. The above terms shall apply to each invoice unless the Firm and the client have agreed, in writing, to a modification of the billing arrangements. Please forward all payments to our lock box: JACKSON LEWIS P.C. P.O.BOX 416019 BOSTON,MASSACHUSETTS 02241-6019 We also accept electronic payment of our invoices. If you choose to pay your invoice by electronic transfer,please include the invoice number in the transfer information and send payment to: Bank Bank of America N.A. One Bryant Park, 32nd Floor New York, NY 10036 Routing number DOM. WIRES 026009593 Routing number ACH/EFT 021200339 Account name Jackson Lewis P.C. Attorney Business Account Account number 381032861703 SWIFT Code INTL WIRES BOFAUS3N Please send confirmation notice(detailing gpgMents@jacksonlewis.com client number and invoice number)to: CREDIT CARDS- httas://www.iacksoniewis.com/PaN-ments/ Please note, the Firm prohibits anyone from Jackson Lewis P.C. from processing credit card information on behalf of a client. Our foreign - based clients must ensure payment is made via international money order payable in U.S.dollars. If payment is by regular check drawn on a foreign bank,we will add$30.00 to our bill for banking charges. If you have any questions about our billing procedures or any time or disbursement charges, please speak to the attorney responsible for your matter.