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HomeMy WebLinkAboutLamb & Barnosky, LLP =Q° RESOLUTION 2019-529 f 7 ADOPTED DOC ID: 15307 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-529 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 4, 2019: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a Retainer Agreement with Lamb &Barnosky, LLP in connection with professional services provided on labor relations and employment law matters. F Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell i - -- ~- Mi r' BARNOSKY,LLP ATTORNEYS AT LAW ? 534 BROADHOLLOW ROAD,SUITE 210 RICHARD K.ZUCKERMAN PO BOX 9034 PARTNER MELVILLE,NY 11747-9034 (631)694.2300•FAX:(631)694.2309 DIRECT DIAL:(631)414.5808 DIRECT FAx:(631)454.3846 SERVICE BY FAX,EMAIL OR OTHER FORMS OF RKZ@LAMBBARNOSKY.COM ELECTRONIC COMMUNICATION NOT ACCEPTED June 6, 2019 RECEIVED Hon. Scott Russell 2019 Town Supervisor JUL 1 1 Town of Southold 53095 Main Road P.O.Box 1179 Southold Town Clerk Southold,NY 11971 Re: Lamb&Barnosky, LLP Dear Supervisor Russell: Thank you for your and the Town's interest in continuing our retention as the Town's labor counsel. This letter will reconfirm the scope and terms of our representation and will ensure that we have a clear understanding of these matters from the outset. Scone of Engagement The scope of this representation will continue to include serving as the Town's counsel for all labor and employment law matters for the period July 1, 2019 through June 30, 2022. The scope of our engagement may change if the Town asks the Firm to provide different services,and the Firm agrees in writing to provide them or the Firm proceeds to provide them and bills the Town for them. If the Firm's engagement changes,the terms set out in this letter will apply to the changed engagement unless the Firm sends the Town a further letter modifying or superseding this one. The Client's Duty to Cooperate The Town understands and agrees that, in order for the Firm to represent it effectively, it is necessary for the Town to assist and cooperate with the Firm. The Town agrees to: (a)make itself (including principals and employees,if applicable)available to discuss issues as they arise in this matter,and to make decisions regarding the matter when necessary; (b)attend and participate in meetings, conferences,preparation sessions, court and administrative proceedings and other activities in connection with the representation; (c)provide complete and accurate information and I f - I LAMB & BARNOSKY, LLP Hon. Scott Russell June 6,2019 Page 2 documents to the Firm on a timely basis;and(d)pay the Firm's invoices on a timely basis as provided herein. Responsibility and Team Members I will continue to be the partner primarily responsible for handling the Town's matters. As appropriate,the Firm will continue to draw upon the talent and expertise of other attorneys in the Firm and may also assign legal assistants to the Town's matters. Keeping You Informed The Firm continues to be committed to keeping the Town informed about our work on any matters assigned to us. This includes letting the Town know who is working on those matters,updating the Town on the status of the matters, advising the Town of any potential problems or delays, and keeping the Town notified of costs. The Firm will continue to provide the Town with a report on the status of matters assigned to us as regularly as the Town requires. In the event that the Town needs to reach one of our attorneys and the person sought is unavailable,please leave a message describing the nature and urgency of the inquiry. It is the Firm's policy to promptly respond to all inquiries. Fees,Expenses and Billings Legal Fees The Town will continue to be billed by the Firm on the basis of hourly rates multiplied by the number of hours worked on its matters in 15-minute increments(i.e.,four 15-minute units per hour). The Firm will continue to charge for all services rendered in connection with a particular matter including,but not limited to,legal research, drafting,telephone calls and emails, conferences,court and administrative appearances,trials and hearings,-litigation support, e-discovery services and other proceedings. Our services also many include the creation and maintenance of status reports that enable us to monitor the progress of the matter for which representation is being provided. " Notwithstanding our normal fee schedule,we have agreed to a retainer arrangement that will continue to include our professional services on all labor and employment matters(except as set forth below) on which we are consulted, including one round of collective bargaining negotiations with each of the CSEA and PBA units,including(as relevant)mediation,fact finding, interest arbitration and drafting of the collective bargaining agreements with these units, consultation on the administration of the collective bargaining agreements and responses to any grievances (before filing for arbitration)and attendance at related meetings on an as-needed basis.Excluded from the retainer continues to be administrative hearings, arbitrations and other litigation,personnel matters involving individual employees,personnel investigations,threatened pre-litigation matters which are not,in the joint opinion of our Firm and the Town Attorney, i LAMB & BARNOSKY, LLP Hon. Scott Russell June 6,2019 Page 3 routine issues otherwise covered by the retainer,and collective bargaining with any newly established units not listed above. The fee for this retainer will be$58,500 for the period July 1,2019-June 30,2020; $59,500 for the period July 1,2020-June 30,2021; and$60,500 for the period July 1,2021-June 30,2022;payable in equal advance monthly installments. If requested to represent the Town for administrative hearings, arbitrations, other litigation or other matters outside of the scope of the retainer as defined above,we will bill,for the period July 1,2019—June 30,2020, $330 per hour for Richard K. Zuckerman's time, $300 per hour for another partner's or counsel's time, $255 for an associate attorney's time,and$150 per hour for recent law graduates, legal interns, summer associates and paralegal assistants' time. Effective for the period July 1,2020—June 30,2021,these rates will be $335 for Richard K. Zuckerman's time, $305 per hour for another partner's or counsel's time, $260 for an associate attorney's time, and$150 per hour for recent law graduates,legal interns, summer associates and paralegal assistants' time.Effective for the period July 1,2021 —June 30,2022,these rates will be$340 for Richard K. Zuckerman's time,$310 per hour for another partner's or counsel's time, $265 for an associate attorney's time,and$150 per hour for recent law graduates,legal interns, summer associates and paralegal assistants' time. These rates do not include any amounts that may be added to a particular invoice for disbursements and charges. These rates are subject to periodic adjustment. In the case of partners and counsel, adjustment usually occurs in January of each year; in the case of associates, adjustment usually occurs when they step up to the next level of seniority year. Disbursements and Charles The Town will continue to be responsible for disbursements and charges incurred in the matters that are beyond the Firm's general office-related expenses. These disbursements and charges may continue to include,but are not limited to, filing fees,hand deliveries,overnight courier services,travel expenses and computer research. Invoices from third-party vendors may be sent to the Town for direct payment to the vendors. We will continue to not charge for day-to- day photocopying,domestic telephone calls,postage costing less than$1 or facsimiles. Billing Arrangements Statements of fees, disbursements and charges will continue to be sent to the Town on a monthly basis,with payment to be made upon receipt of the invoice. The Firm reserves the right to impose a late charge at the rate of 12%per annum on past due accounts. If the Town anticipates that payment will be delayed,please discuss this delay with me at the earliest possible opportunity. If the Town has any questions regarding an invoice,please contact me so that I may try to promptly answer them. J1 , 1 LAMB & BARNOsKY, LLP Hon. Scott Russell June 6,2019 Page 4 Communication Technoloav We continue to be mindful of our obligation to safeguard our clients' proprietary, sensitive,or otherwise confidential information. It is,therefore,important that we continue to agree on the kinds of communication technology that will be employed in the course of this engagement.If there are particular forms of communication technology that the Town does not wish us to use, or if there are other specific safeguards that the Town would like us to put in place,please promptly advise us. If the Town does not so advise us,we will continue to assume that the Town has given consent to,and accepted any risks attendant upon,the use of any means of communication that we deem to be appropriate including,but not limited to,cell phones, electronic mail and facsimiles. Files The Firm generally retains clients' files in paper or electronic form for at least seven years after conclusion of the matter for which representation was provided. However, once the matter has been concluded,the Town may take possession of the files at any time by delivering a written and signed request to the Firm. If,upon the expiration of seven years after conclusion of the matter,no request has been received,the Firm reserves the right to destroy/purge the files without further notice to the Town. Questions and Termination The Firm has procedures to address any issue that the Town would like to raise,and we encourage the Town to inform us if at any time our services do not meet your expectations.We will continue to strive to promptly address any problem and in a professional manner. The Town may end this relationship at any time,by giving the Firm written notice,subject to its obligation to pay us according to the terms of this Agreement.The Firm,in turn,may withdraw from the representation upon written notice in the event that the Town fails to cooperate with us in any way that we may reasonably request,the Town fails to pay our invoices in full as submitted, or we determine in our reasonable discretion that it would be improper pursuant to the New York Rules of Professional Conduct or impractical to continue our relationship. Resolution of Disnutes—Arbitration Although the Firm does not expect that differences will arise between us,we recognize that disagreements can happen.It is,therefore,wise to agree upon a procedure for fairly and expeditiously resolving them.Accordingly,if we have an unresolved disagreement arising out of or relating to our billed fees, disbursement or charges,then that disagreement will be submitted to private,confidential binding arbitration as follows: i LAMB & BARNOSKY, LLP Hon. Scott Russell June 6,2019 Page 5 (a) Arbitration Pursuant to the New York Fee Disimte Resolution Program ! In the event that a dispute arises regarding the Firm's billed fees, disbursements or charges,then the Town and the Firm("the Parties")will resolve the fee dispute by arbitration conducted pursuant to Part 137 of the Rules of the Chief Administrator of the Courts(22 NYCRR), except that the Parties will be bound by the decision of the arbitrator(s)and agree to waive the right to reject the arbitrator(s)award by commencing an action on the merits(trial de novo)in a court of law within 30 days after the arbitrator(s)decision has been mailed. By signing this agreement,the Parties acknowledge that each of us have received and read the official written instructions and procedures for Part 137 and the written instructions and procedures for the Suffolk County Bar Association Dispute Resolution Program(copies attached). The Parties understand that each of us is not otherwise required to agree to waive the right to seek a trial de novo pursuant to Part 137. (b) Arbitration Pursuant to the Commercial,Arbitration Rules of the American Arbitration Association If the Fee Dispute Resolution Program does not apply to the dispute,then the arbitration will be conducted in Suffolk County in accordance with the Commercial Arbitration Rules of the American Arbitration Association,and any decision or award issued in that arbitration will be final and binding and non-appealable. Consent to Identification of Client in Advertising By executing this agreement, the Town is thereby giving written consent to the Firm to continue to identify it by name as a client of the Firm in Firm advertisements, as defined in Rule 1.0(a)of the New York Rules of Professional Conduct. Entire Agreement This letter represents the entire agreement between us concerning the terms and conditions of this engagement. By signing below,the Town acknowledges that this letter has been reviewed and understood and that the Town agrees to be bound by its terms and conditions. No change or waiver of any of the provisions of this letter will be binding on either the Town or the Firm unless the change is in writing and signed by both the Town and us. If the Town is in agreement with the foregoing terms and conditions,please sign and return a copy of this letter to us,and retain the signed copy for the Town's files. Kindly also attach for our records a copy of the Town Board minutes containing the Resolution authorizing this retainer. LAMB & BARNOSKY, LLP Hon. Scott Russell I June 6,2019 Page 6 Once again,I thank you for continuing to engage Lamb&Barnosky, LLP as the Town's labor counsel. I look forward to continuing our longstanding relationship with the Town! Very truly yours, Richard K. Zuckerman AGREED: TOWN 2 SOUTHOLD Dated: Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 RECENED JUL 1 1 2019 MEMORANDUM Southold Town Clerk To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: July 9, 2019 Subject: Agreement Between Town of Southold and Lamb & Barnosky, LLP (Retainer Agreement) With respect to the above-referenced matter, I am enclosing an original, fully executed Agreement for your records together with the resolution. If you have any questions regarding the enclosed,'please do not hesitate to call me. Thank you. /ms Enclosures