 Hello Matt, how are you? I'm good yourself. Good. Should you go back to that senior golf softball tournament and wherever wherever Hillman went? It was in it was supposed to be in Vegas and since Nevada doesn't let them play in games like that, they moved it to St. George, which is over in Utah. It's about 40 miles east and I played there before. It's a beautiful complex, but Utah is a little more lenient and so they played there and I just don't get it. The last tournament of the year comes up in November in Phoenix, as it always is, and I told our team, I go, it's not worth it. To go on an airplane, sleep in a bed that you don't know who cleaned it or who slept in it last and it's just not worth it. I guess Steve went, I've been trading emails with him. He plays on that elite team and I still don't understand how come he hasn't made the senior softball Hall of Fame because you watch him play. I see him play many, many times and he's such an elite player for a 65, well, he's 70 like me. He plays as a 70 this year. He's such an elite player. It's just amazing and I ask him, I go, how do you do it? He goes, I'd be profan. That's probably true. Yeah. Oh, good. Dan, I'm here. I'm having a little camera trouble today, but I am here. Thanks Lisa. My apologies. I'll have it fixed. That's okay. That's okay. Roberto, I think we have everyone. Okay. Yes, I think you're good to go. Thank you. Okay, we'll go ahead and call the meeting of the contract reduce subcommittee to order. Secretary Aether, if you could do a roll call please. Yes, Chairman Galvin. Here. Board Member Badden-Fort. Here. Board Member Mullen. Here. Thank you all for being here. Reminder to mute your phones and microphones when you're not speaking and to put away your cell phones and your personal computers. So we'll move to the first item, which is public comments. We're now taking public comments on item two. If you wish to make a comment via Zoom, please raise your hand. If you are dialing in via telephone, please dial star nine to raise your hand. Secretary Aether, do we have anyone? No, there's no public comment at this time. Very good. That'll take care of the public comments. We will move then to item 3.1. Director Burke. Thank you, Chair Galvin. Item 3.1 is a proposed professional agreement for legal services with Bold, Polesner, Maddow, Nelson, and Judson, and City Attorney Sue Gallagher. We're very happy to have her join us, and she'll be presenting this item for the subcommittee's consideration. Welcome, Sue. Thank you, and good afternoon. And yes, it's my first time appearing before you, so I'm pleased to have the opportunity, although I am sad for the circumstances. So as you know, our wonderful colleague, Molly McLean, has announced her departure from the city effective October 8th. As you know, Molly's been very integral with the water department and with the BPU, providing really the highest level of legal support to both the department and the board for the last five years, and has served the city with outstanding service for many more years than that, so almost 15 years. We're going to miss her very, very much. We anticipate a recruitment to fill her position is likely to take four to six months. We will move as quickly as we can, but also very much want to find a replacement that at least can come close to filling her shoes. We want to find someone with experience in the water field, and so we do want to take our time. So in the interim, we've decided that we need to have outside counsel to assist us to cover us during this period. As you may be aware, after solicitation, we received two very strong proposals, both from firms with extensive experience in the field of water, both who we've also worked with over time, so we're familiar with both of them. After interviews and further discussions, we have determined that the law firm, and I know Jennifer just read the name, but it's Bold, Paul Eisner, Maddow, Nelson, and Judson, was the preferred firm. Bob Maddow himself will be the lead counsel. We appreciate that. He's an extremely experienced and respected attorney in the field. You may already know him or have had worked with him. He's been in the field for more than 40 years, and again, very highly respected, and we're lucky to have him available to work with us. Also, his partner, Carl Nelson, will also be key in providing services. He also has decades of experience and also is very highly respected, so we're very pleased to have the opportunity to work with them both. They do have a larger firm, so they will be able to access associates and other partners as need be, but really those two, and primarily Bob Maddow, will be our primary contacts. We've negotiated contract. It's in our standard legal services form. The scope of services includes a full service to both the department and the BPU, commensurate with what Molly has been providing over these years. I'll just give you a sense, too. We also provided in the scope of service an indication of some of the specific projects that we'll be asking the firm to help us with during this time. These are things that I know are critical to the board and to the department, and we want to make sure there's no gap in services. That includes our regular Board of Public Utilities supports, so Bob will be attending your meetings, will be participating, obviously, by Zoom for the time being. He will be reviewing all the agendas and addressing any issues that arise out of your meetings. In addition, some of the projects are the wastewater bond sale. They'll be overseeing that. The Regional Organics Processing Potter Valley Project will be monitoring that and participating in those discussions. There are Prop 218 water and sewer rate setting and our demand fee study that's underway. The 2020 Urban Water Management Plan also underway. The NPDES wastewater permit appeal petition that we're working on, and also all the issues that are surrounding that, the no net loading, and I know you are all very familiar with the issues that are coming up with respect to that permit. The firm will also be working with us on water department specific contracts, so we like to have those contracts. Our regular contract attorney will also look at them, but really it's best to have the person who's most integrated into the department and with the board to be reviewing those contracts and making sure that they address the needs of water. So those are the general, that's the general scope of services. Again, that's not limited to those projects, but I did want to make note for you that we have specifically called out those projects because of their critical nature. The rates that they have offered are really very good, very positive for us. It's $300 an hour. Again, both of these men have experience, decades worth of experience, and the highest expertise in these fields, so that is a very good outside legal counsel rate. We are anticipating 20 to 30 hours a week from the firm, and so the enough to exceed amount is $230,000. Again, we're basing that on 30 hours at $300 an hour per week for approximately six months. So I'm happy to answer any questions that you might have about the contract or about the firm, about our efforts to try to keep Molly here. You didn't tire up. I was going to try, but thought I might get in trouble. Okay. Thank you, Sue. Board member comments or questions? Sure. If I can just jump in quickly. Thank you, Sue, for joining us. I appreciate it. In exhibit C, we kind of talk about, obviously, this firm seems, I mean, there doesn't seem to be a more aligned and experienced firm for what we are seeking for what we need moving forward. I also certainly don't take any issue with the rates. I think that that was well negotiated, but you do call out the potential for conflicts of interest, especially as we start to look at any rates or fee studies, the wholesale water supply and contractual relationships with possibly our vendors or our Vindies. Can you share a little bit about how does the city experiences with other legal contractors? What's the process? If that should arise, because obviously it will be difficult then to pivot to a different contractor that may or may not have that same conflict. Sure. And I'll address and then Molly, I welcome if you have additional comments as well. It is not uncommon that we run into this when we hire outside council. We're in a lucky position if we don't have that any conflict, potential conflicts that arise, if there's a direct conflict, we won't go with that firm. But if there's, excuse me, if it's just a potential, that's not uncommon at all. And in fact, in both of the firms that we talked to, there were potential areas of conflict. So we're going to deal with that with either of these firms. In the event that the firm does have to set a step aside, we will have to pivot to another firm. But we are not anticipating that that will happen, but we do have to have that protection in place just in case. And that takes a simple and I would just add that it's full disclosure for attorneys to advise new clients on matters where there could be even a potential for conflict and what would happen in those instances. This is really in an abundance of caution and to make sure that they're in compliance with the rules of professional responsibility for attorneys practicing in California to just let their clients know that there is that possibility. The particular issues that present the possibility of conflict aren't likely to present a direct conflict of interest within the six month period of time that the city would need the services. But it's just, like I said, an abundance of caution. And I think when you get into specialized areas of practice like water, you're going to have some a lot, it's a smaller world. And that's what the city attorney was saying that that possibility is not unlikely. Great. Thank you. And Lisa, sorry. This is Jennifer. If I could just add to we know this firm has had long standing relationships with two of our fellow water contractors North Marin Water District and Valley of the Moon Water District. I did reach out and talk to North Marin just to make sure that they had no concerns. They don't. Valley of the Moon is in transition right now. So there is no one for me to talk to at the moment. But I don't think that will really be a concern. And from a technical perspective on the items we're working on, we do have common interest in relation to the restructured agreement and Potter Valley project. So I think from that perspective, you know, we should be fine. But as both Sue and Molly pointed out, we just need to be very clear and the abundance of caution, make sure that this is aware. Great. Thank you. Thank you. First of all, before I ask my questions, I just want to say that I respect the process you've gone through. I also very much respect Molly's work. She's done with the BPU in the short time I've been here in my two stints. You've always been very clear on the guidance you've given us. And that's a tremendous help when you make the level of decisions that we make with this body. And I wanted to say that for so Sue hears it as well. So she probably already knows that. But secondly, so that's the preface to my questions. And again, I mean, no disrespect to the questions I'm going to ask, nor am I casting any aspersions on the legal profession, Mr. Chair. So let me go ahead with my questions. First is curious what the other law firm that we didn't choose, are you able to say that publicly? No, we generally don't reveal the other. Okay. The reason I was asking that is if we, it sounds like one potential conflict could be something related to Potter Valley or something dealing with the water age, Sonoma water, since a couple of those contractors that this firm has done work for could have an issue. So I was just curious if we should let the previous firm that we didn't choose and must that we chose didn't choose them for a reason should have them sort of in the backseat ready to step in in the event that there was a conflict and we had to pivot to another firm. And as I mentioned, it is a firm that we already contract with and have relationship with. So certainly if we needed services, they're one of the firms that we might turn to. And again, as Molly indicated, we really are not expecting that these potential conflicts will come to fruition. This is just to be most clear and most cautious. But the other firm is someone that we do have an existing contract on other matters. Great. Thank you for that. My only other question is relative to article two about the compensation element. It seems to roll everything in and I commend you for negotiating a $300 an hour rate. That's pretty awesome actually. But the issue that I'm specifically concerned about and it's because I had an issue with a firm that I dealt with some many years ago on this very issue when they're out of town attorneys and they have to come on a regular basis, whether it's right now it's on Zoom, but at some point it could return to a normal you drive up to City Hall and have your meetings here like we've had done in the past. Mileage. I realize that travel expenses are not so you've done a great job of rolling everything into the hourly rate and again I commend you for that. But the issue of mileage, this firms in Walnut Creek, are they on the clock the minute they drive leave their office in Walnut Creek if they have to drive up here for a meeting or some sort of other business related to the to the city that they're hired for? Do they get mileage? They would have to look at the specifics but they'll get paid their hourly rate for that entire time. I don't know if you're talking about additional mileage, you know the 50 cents an hour. No I'm talking about the they would be entitled to their travel time as well under the contract. And again the reason that led me to have this sort of encounter with the previous law firm was the fact that well when we're driving up to wherever they're driving we can't conduct business and of course we all know better because now we have cell phones and you can do a lot of business when you're driving an hour and a half or two hours up irregardless of the traffic. So I always have a problem with that. Yes and I didn't mean to interrupt I'm sorry. No that's all right. Again we are anticipating that we'll be in a in a remote work situation for some period of time quite possibly for the entire six months. Certainly I would anticipate through the end of the year that we'll be in remote meetings and Zoom meetings. And the other comment that I would make is that to the extent yes we all know there was a time when no when you were in the road you weren't doing any business now it's not uncommon to be getting on the phone shortly after you start driving and you're on the phone until you get back. If it is work for us then obviously that's spilled to us but they should not be double billing in terms of billing for our for the travel time plus billing a different client for whatever time they're on the phone. So I know there are a lot of stories of attorneys doing that but I would I would certainly trust this law firm and both Bob Matow and Carl Nelson that that would not be there. Certainly we can certainly confirm that also. Okay I appreciate. Just add board member Mullen I understand your point as well that typical for these kinds of contracts to you know cover the travel time for attorneys to come back and forth from their primary location. It is something that can be negotiated. We did not do that in this case because I think it is expected that the services will be virtual provided you know remotely for the most part if not entirely. But it's also something you can you know talk to specific firms about if and when it arises that there's an extensive amount of travel time from their location you know to the city for different meetings that that could be a point of discussion. I don't I don't think it's going to come up here as we discussed but it is something that you know sometimes can be negotiated. And again I trust I trust the process that you've gone through and the negotiations you've done and so we can't get everything we want and again I think the fact that you've got such a terrific hourly rate I think we should probably bank that and just move forward. So I appreciate the responses. Thank you. So obviously it's it's envisioned even meetings with staff would be done zoom-wise they're not going to be coming up here just to meet one-on-one with staff. Good. I'm I'm perfectly fine with the agreement. The hourly rate obviously is good. Looks like it's a quality firm so I have no problems with it. Any other board member questions or comments? All right we will now take public comments on item 3.1. If you wish to make a comment via zoom please raise your hand. If you're dialing in via telephone please dial star 9 to raise your hand. Secretary Aitha do we have anyone? There are no public comments. Thank you then I would ask for recommendation from the committee. Go ahead. Go for it for member Mullen. I was going to recommend we to the full board that we approved this contract for interim legal services and waive the reading of the text. We'll gladly second. Great we have a first and a second to give a full recommendation to the board all in favor or actually secretary Aitha if you would do a roll call. Yes chairman Galvin. Hi. Board member Badenfort. Remember Mullen. Hi. Great passes unanimously. I don't believe we have any other items on our agenda. Any other comments by board members or committee members? If not Molly we'll see you before you leave but I guess this will probably be your last contract review subcommittee meeting so thanks for all your hard work on this committee and with all the contracts that we've had to review over the years and we'll see you next week and we are adjourned. Thanks again thank you Sue for being here. And thank you very much I appreciate it. Thank you. Goodbye. Bye everyone.