To: County of Sonoma Board of Supervisors Sonoma County Water Agency Board of Directors Sonoma County Agricultural Preservation and Open Space District, Board of Directors Community Development Commission
Department or Agency Name(s): Human Resources / County Counsel
Staff Name and Phone Number: Reesha Ruel, 565-3563 and Josh Myers, 565-3737
Vote Requirement: 4/5th
Supervisorial District(s): Countywide
Title:
Title
First Amendment to Outside Privacy Counsel Agreements
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Recommended Action:
Recommended action
Authorize County Counsel and Human Resources to execute First Amendments to two outside privacy counsel agreements, increasing the contract maximum limits not to exceed $500,000 each. (4/5th Vote Required)
end
Executive Summary:
This requested Board action authorizes County Counsel and Human Resources - Risk Management to execute First Amendments to two agreements for outside privacy counsel with the law firms Shook, Hardy & Bacon LLP, and Polsinelli LLP. Privacy Counsel firms specialize in cyber liability law such as data breach incidents, information privacy and security, and related civil litigation and class action lawsuit defense of public entities.
Discussion:
The County of Sonoma has been self-insured for general liability since 1976, and insured for cyber liability since 2012. County Counsel is statutorily mandated to defend civil lawsuits brought against the County and its officers and employees. From time to time, the County has retained various outside defense firms to represent the County in tort claims, civil litigation and data and network liability filed in State and Federal Courts. Outside law firms are retained only when County Counsel either does not have the capacity, lacks the expertise to handle these lawsuits in-house, or has an ethical conflict. These law firms are assigned cases based upon their ability and specific experience with public entity defense. Board Resolution No. 85-2577 delegates responsibility for the oversight and management of civil litigation to County Counsel in consultation with the Risk Manager and both departments are responsible for the coordination and oversight of the work performed by outside counsel. Human Resources-Risk Management is responsible for the administration of all tort claims and litigation and County Counsel provides legal oversight and advice.
This is an amendment to the initial agreements with Shook, Hardy & Bacon and Polsinelli LLP., to provide legal services, as needed, to represent the County in consulting, claims and litigation related to data breaches and other cyber related incidents. The initial agreements with Shook, Hardy & Bacon LLP, and Polsinelli LLP, were executed under County Counsel’s delegated purchasing authority of $50,000 per contract. Prior to executing these contracts, County Counsel and Risk Management conducted a search of law firms who perform this work based on a list provided by the County’s cyber liability insurance provider. These two law firms have competitive rates and the expertise to handle the privacy and cyber liability claims the County has received in the past several years, including experience defending class action lawsuits.
These agreements are fee for service contracts with no minimum or maximum amount of work guaranteed to the firm. The agreements also contain a termination clause that allows the County to terminate the agreement at any time. Actual costs will depend on future litigation or specific projects assigned to each firm. All assignments are reviewed by County Counsel and Human Resources-Risk Management, the law firm’s proposed legal strategy is reviewed by County Counsel and Human Resources-Risk Management, and all legal services invoices are approved by County Counsel and Human Resources. The contract term will expire on December 31, 2025, with contract maximum limits not to exceed $500,000 for each agreement.
The County Counsel’s Office and the Human Resources Department intend to conduct an RFP process for outside counsel tort defense and cyber liability legal services prior to the expiration of the amended agreements in 2025.
Strategic Plan:
N/A
Prior Board Actions:
None.
Fiscal Summary
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Narrative Explanation of Fiscal Impacts:
The County’s cyber liability insurance covers costs (including legal expenses) related to covered cyber incidents / losses, after a deductible of $250,000. The agreements are all fee for service agreements and the department, district, or agency that suffers a cyber related incident will be responsible for the deductible, a portion or all of which might be legal expenses.
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Narrative Explanation of Staffing Impacts (If Required):
N/A
Attachments:
1. Draft First Amendment to the Legal Services Agreement with Shook, Hardy & Bacon, LLP
2. Draft First Amendment to the Legal Services Agreement with Polsinelli, LLP
Related Items “On File” with the Clerk of the Board:
1. Original Legal Services Agreement with Shook, Hardy & Bacon, LLP
2. Original Legal Services Agreement with Polsinelli LLP