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HomeMy WebLinkAbout1977 Approving an Engagement Letter with Jackson Lewis, P.C. as Special Legal Counsel I / BILL NO. 2024-005 ORDINANCE NO. / f / AN ORDINANCE APPROVING AN ENGAGEMENT LETTER WITH 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. BE IT REMEMBERED 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 jf ' day of February 2024. Mayor Kathleen L. Rose 4 f • Robin Kincaid;'City lerk Jackson Lewis Jackson Lewis P.C. 7101 College Blvd,Suite 1200 Overland Park KS 66210 (913)981 1018 Direct (913)981 1019 Fax jacksonlewis.com January 30, 2024 Via Email only: bkoral(a,riversidemo.gov Brian Koral City of Riverside, Missouri 2950 NW Vivion Road Riverside, MO 64150 Re: Confirmation of Engagement and Fee Agreement Dear Brian: We are pleased that City of Riverside, Missouri (the "City") has decided to retain Jackson Lewis P.C. (herein "the Firm")for legal services in connection with labor relations advice and 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 City in the matter of labor relations advice and counsel. We will do our best to serve the City efficiently. While we cannot guarantee the success or outcome of any given matter, we will strive to vigorously represent the City. 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 City at our regular hourly rates for the work performed on the City'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 $335.00 to $740.00 for attorneys. During 2024, my discounted hourly rate for municipal clients is$465.00. These hourly rates may be subject to periodic increases over time. Any changes in billing rates will be reflected in the invoice after any 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. Jackson Lewis Brian Koral City of Riverside January 30,2024 Page 2 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 City understands and agrees that, in order for us to represent it effectively, it is necessary for the City to assist and cooperate with the Firm. The City 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 City 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 City e-mail address, please let us know. Please also notify the Firm if the City 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 City 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 City would be subject to such approval as may be required from any court(s) in which we are appearing on the City'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 City 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 City's legal file in electronic format only. Jackson Lewis Brian Koral City of Riverside January 30,2024 Page 3 F. Preservation of Documentation Should a claim be received by the City, the City 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, DVD's, and portable hard drives. This also will likely include any and all relevant surveillance tapes and recordings. The City 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 City 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 City may be precluded from using certain evidence at trial or the court may allow a jury to draw negative inferences against the City. Under a worst case scenario, the court may award a judgment in favor of the claimant. Therefore, if the City 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 City or its affiliates, or have contractual or other dealings with the City. As a condition of our representation, the City agrees that the Firm may represent other parties in matters in which their interests are adverse to those of the City 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 City, and (ii) if appropriate, an ethical wall is created to separate the other matter from the matters the Firm is handling for the City. H. Potential Insurance Coverage As employment defense counsel, the Firm cannot provide an opinion with respect to the extent or terms of the City's coverage under any employment practices liability insurance, directors and officers or other insurance policies or programs(on an ongoing basis or otherwise). Jackson Lewis Brian Korai City of Riverside January 30,2024 Page 4 We urge the City 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 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 City'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 City'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 City 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 City 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 City 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.' 1 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 Koral City of Riverside January 30,2024 Page 5 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 the foregoing is acceptable to the City, 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 City. Sincerely, I o 1 Jay 4t.J"fni e Jeffrey M. Place Attorney at Law (913) 251-3739 Direct jeff.place@jacksonlewis.com Jackson Lewis P.C. JMP/gr Enclosure Agreed to and Accepted by: City of Riverside, Missouri By: Title: !/ Date: 4877-0275-4721,v. 1