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13 Staff Report.Fifth Amendment to Agreement with LCW with attachments PREPARED BY: Katy Nomura Assistant Town Manager Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov TOWN OF LOS GATOS COUNCIL AGENDA REPORT MEETING DATE: 06/18/2024 ITEM NO: 13 DATE: June 10, 2024 TO: Mayor and Town Council FROM: Laurel Prevetti, Town Manager SUBJECT: Authorize the Town Manager to Execute a Fifth Amendment to a Special Services Agreement with Liebert Cassidy Whitmore (LCW) to Increase Compensation in the Amount of $120,000 for a Total Contract Amount Not to Exceed $550,000 RECOMMENDATION: Authorize the Town Manager to execute a Fifth Amendment (Attachment 1) to a special services agreement with Liebert Cassidy Whitmore (LCW) to increase compensation in the amount of $120,000 for a total contract amount not to exceed $550,000. BACKGROUND: In 2018, Liebert Cassidy Whitmore (LCW) was selected as a sole source provider for labor and employment relations services, and services were continued in 2020 as the result of a competitive interview process. LCW provides valuable negotiations and employee relations legal guidance and has established a good rapport with the Town’s bargaining units. On May 17, 2022, the Town Council authorized the Town Manager to execute a First Amendment (Attachment 2) to the Special Services Agreement with LCW to extend the term through June 30, 2024 and to increase compensation in the amount of $15,000 for a total contract amount not to exceed $180,000. On September 20, 2022, the Town Council authorized the Town Manager to execute a Second Amendment (Attachment 3) to the Special Services Agreement with LCW to increase compensation in the amount of $50,000 for a total contract amount not to exceed $230,000. PAGE 2 OF 3 SUBJECT: Fifth Amendment to Agreement with Liebert Cassidy Whitmore (LCW) DATE: June 10, 2024 BACKGROUND (continued): On September 19, 2023, the Town Council authorized the Town Manager to execute a Third Amendment (Attachment 4) to the Special Services Agreement with LCW to increase compensation in the amount of $50,000 for a total contract amount not to exceed $280,000. On October 17, 2023, the Town Council authorized the Town Manager to execute a Fourth Amendment (Attachment 5) to the Special Services Agreement with LCW to increase compensation in the amount of $150,000 for a total contract amount not to exceed $430,000. DISCUSSION: The current agreement expires on June 30, 2024. The proposed Fifth Amendment would extend the term to June 30, 2025 and incorporate the funds budgeted in the Adopted Fiscal Year (FY) 2024/25 Operating Budget for the services in the upcoming year. Negotiations are still underway with two of the Town’s three bargaining units and it is critical to have continuity of labor representation during negotiations. In addition, LCW provides ongoing legal services related to employee relations. CONCLUSION: LCW has been highly effective in assisting the Town with labor negotiations and employment relations support. Staff recommends that that the Town Council authorize the Town Manager to execute a Fifth Amendment to the special services agreement with LCW to increase compensation in the amount of $120,000 for a total contract amount not to exceed $550,000 to continue providing employment relations support through June 30, 2025 (Attachment 1). FISCAL IMPACT: The existing agreement is for $430,000. With this agenda item, there would be a total net increase of $120,000 for a total contract amount not to exceed $550,000. This increase has already been included in the existing Human Resources Department budget for FY 2024/25. ENVIRONMENTAL ASSESSMENT: This is not a project defined under CEQA, and no further action is required. Attachments: 1. Fifth Amendment 2. First Amendment with Original Agreement 3. Second Amendment PAGE 3 OF 3 SUBJECT: Fifth Amendment to Agreement with Liebert Cassidy Whitmore (LCW) DATE: June 10, 2024 Attachments (continued): 4. Third Amendment 5. Fourth Amendment ATTACHMENT 1 FIFTH AMENDMENT TO AGREEMENT FOR SPECIAL SERVICES THIS FOURTH AMENDMENT TO AGREEMENT is entered into this ____ day of June, 2024, by and between the Town of Los Gatos, State of California, herein called the “Town,” and Liebert Cassidy Whitmore, a Professional Corporation (“Attorney”), herein called the “Attorney.” RECITALS A. Town and Attorney entered into a Special Services Agreement from February 1, 2020, through February 1, 2022 (“Agreement”). B. Town and Attorney entered into a First Amendment to Agreement on May 17, 2022. C. Town and Attorney entered into a Second Amendment to Agreement on September 12, 2022. D. Town and Attorney entered into a Third Amendment to Agreement on September 19, 2023. E. Town and Attorney entered into a Fourth Amendment to Agreement on October 17, 2023. AMENDMENT 1. Total compensation by the Town for the Attorney’s services shall increase by an additional $120,000, not to exceed $550,000 over the course of the agreement. 2. The Town desires to extend the Agreement from July 1, 2024 through June 30, 2025. 3. All other terms and conditions of the Agreement dated February 1, 2020, the First Amendment dated May 17, 2022, Second Amendment dated September 12, 2022, Third Amendment dated September 19, 2023, and Fourth dated October 17, 2023 remain in full force and effect. IN WITNESS WHEREOF, the Town and Attorney have executed the Fifth Amendment to Agreement as of the date indicated above. Town of Los Gatos: Attorney: By: By: Laurel Prevetti J. Scott Tiedemann, Managing Partner Town Manager Liebert Cassidy Whitmore Department Approval: Katy Nomura Assistant Town Manager Approved as to Form: Gabrielle Whelan ATTACHMENT 1 Town Attorney Attest: Wendy Wood Town Clerk ATTACHMENT 2 DocuSign Envelope ID: F709E150-B3B8-4C9B-994F-22D9C90698A1 LIEBERT CASSIDY WHITMORE FEE SCHEDULE Pmtners $415.00 Senior Counsel $345.00 Associates $230.00 -$325.00 Labor Relations/Human Resources Consultant $260.00 Paralegals $145.00 E-Discovery Specialists $145.00 Law Clerks $145.00 -$185.00 DocuSign Envelope ID F709E150-B3B8-4C9B-994F-22D9C90698A1 •AGR .;i.o. D.14? IHH ------ AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the law firm of UEBERT CASSIDY WHITMORE, A Professional Corporation ("Attorney"), and the TOWN OF LOS GATOS, A Municipal Corporation ("Town"). t.Conditions This Agreement will not take effect, and Attorney will have no obligation to provide services, until Town returns a properly signed and executed copy of this Agreement. 2.Attorney's Services Attorney agrees to provide Town with consulting, representational and legal services pertaining to employment relations matters, including representation in negotiations and in administrative and court proceedings, as requested by Town or otherwise required by law. 3.Fees, Costs, Expenses Town agrees to pay Attorney the sums billed monthly for time spent by Attorney in providing the services, including reasonable travel time. to-n..\.. co_:.npe--vi S cm oor1 -hi I vv �� 6v1a;n'o n Of-Th-LS .�c.e-e ' The cunent range of hourly rates for Attorney time is from Two Hundred Ten to l� V\ot e�c..ee& Three Hundred Eighty Dollars ($210.00 • $380.00). See Schedule I for a full Fee <Et, l(,ps; ooo. Schedule. Attorney reviews its hourly rates on an annual basis and, if appropriate, adjusts them effective July l. Attorney will provide the Town with written notification of any adjustment in the range of rates. Attorney bills its time in minimum units of one tenth of an hour. 9120460.1 LC00l-009 ATTACHMENT 3 ATTACHMENT 4 ATTACHMENT 5