AGENDA. Quorum = 4. *This is a Briefing Item Only

Transcription

1 Quorum = 4 AGENDA General Counsel Search Ad Hoc Committee Meeting Thursday, January 31, 2019, 9:00 a.m. DART Conference Room B 1st Floor 1401 Pacific Ave., Dallas, Texas Approval of Minutes: January 22, Approval of General Counsel Job Description (Paul N. Wageman/Cheryl Orr) 3. *Discussion of Search for General Counsel (Paul N. Wageman/Cheryl Orr) 4. Identification of Future Agenda Items 5. Adjournment *This is a Briefing Item Only The General Counsel Search Ad Hoc Committee may go into Closed Session under the Texas Open Meetings Act, Section for Personnel Matters arising regarding any item listed on this Agenda. This facility is wheelchair accessible. For accommodations for the hearing impaired, sign interpretation is available. Please contact Community Affairs at , 48 hours in advance. Chair Paul N. Wageman Vice Chair Ray Jackson Members Sue S. Bauman, Michele Wong Krause, Jonathan R. Kelly, Amanda Moreno, and Mark Enoch Staff Liaison Cheryl Orr

2 AGENDA ITEM NO. 1 MINUTES DALLAS AREA RAPID TRANSIT GENERAL COUNSEL SEARCH AD HOC COMMITTEE MEETING January 22, 2019 The Dallas Area Rapid Transit General Counsel Search Ad Hoc Committee meeting convened at 10:48 a.m., Tuesday, January 22, 2019, at DART Headquarters, 1401 Pacific Avenue, Dallas, Texas, with Chair Wageman presiding. The following Committee members were present: Paul N. Wageman, Sue S. Bauman, Jonathan R. Kelly, Michele Wong Krause, and Amanda Moreno. Other DART Board Members present: Eliseo Ruiz, and Gary Slagel. Others present: Cheryl Orr, Nicole Fontayne-Bardowell, John Adler, Adam Nicholas, Harlene Kennedy, Nancy Johnson, and Josefina Chavira. I. 2. Approval of Minutes: December 1 O, 2018 Mr. Kelly made a motion to approve the Minutes from the December 10, 2018, General Counsel Search Ad Hoc Committee Meeting and enter into record as w ritten. Ms. Wong Krause seconded and the item was approved by a unanimous vote. *Discussion of Search for General Counsel Chair Wageman provided a preamble of this item. Mr. Adam Nicholas, Assistant Vice President of Procurement, briefed the Committee (see handouts on file with the Office of Board Support) as follows: RFP P Ms. Bauman entered the meeting at 10:51 a.m. Regarding the General Counsel job description, Chair Wageman stated this Committee would take action at the next General Counsel Search Ad Hoc Committee meeting on February 12, and then move it as a same-date item to the Committee-of-the-Whole and the DART Board of Directors meeting. As the DART Board Chair, Ms. Bauman agreed. Chair Wageman recommended the Committee review the information staff provided regarding the firms. Ms. Moreno inquired if any of the firms were local. Ms. Orr responded the first firm, Pearson Partners, is local; the second firm, CPS HR Consulting, is not, however it does have a Texas presence; and the third firm, Gilbert Tweed International, is from New York. Ms. Wong Krause questioned what the range for compensation was for the selected recruitment agency. Ms. Orr responded the compensation would be approximately 25% to 30% of the salary GCSAH Minut~s.docx l/25l2019: 8:00 A.M

3 After some discussion, Chair Wageman questioned how staff came to the top four firms. Mr. Nicholas explained by reading out loud the requested requirements provided to the firms by DART. He continued, staff reviewed their responses and that is how they listed the top firms. Ms. Orr interjected, one of the things staff was looking for, besides the credentials of the company, was the process for which they were going to use. She noted the top three firms presented well prepared processes to DART, in writing, of how they would conduct the search. Mr. Kelly remarked when he looked at the different proposals provided, he felt the fi rm, Gilbert Tweed International, had the most focus on what DART is looking for. He then questioned if their lack of mention of their use of technology was a deficiency in thei r proposal or a deficiency in how they operate. Ms. Orr responded Gilbert Tweed International did have strengths, from the prospective of recruiting General Counsels, and not just lawyers, along with an enormous presence in the transit agency. However, she explained, they are based in New York and do not have any onsite offices in Texas. Ms. Orr continued, staff was unclear of how they would conduct their recruiting, because if they will be recruiting remotely they would need to have a strong technology base. Unfortunately, she noted, from the information provided, staff was not sure of their use of technology in recruiting. Ms. Orr offered to have staff ask Gilbert Tweed International about that topic. Ms. Bauman questioned if DART used an out-of-state firm, would the firm be traveling to Texas, will DART be paying for travel of the possible candidates throughout the United States. She further asked if Gilbert Tweed International had conducted any business in Texas. Ms. Orr responded this firm conducted the search for DAR T's General Counsel in 2006, some searches in Corpus Christi, TX and numerous other references they presented. Mr. Kelly questioned if part of the job description included being licensed to practice law in Texas. Ms. Orr responded yes, however, DART will allow up to a year to become licensed by the State Bar of Texas in order to practice law. Ms. Wong Krause voiced her thoughts on the top three firms. Ms. Moreno stated her preference would be to follow staff's recommendation of Pearson Partners, since it is a local firm and she would prefer the dollars stay in the local region. Mr. Kelly noted, his focus is more on the network and the ability to recruit. He continued, although he would prefer to keep the dollars in the region, he wants to make sure DART acquires the very best talent. Mr. Kelly opined, a firm can network and recruit from anywhere and does not need to be conducted locally. He then stated his preference was for Gilbert Tweed International. Chair Wageman noted his concern, overall, is that all these firms are recruiting firms, although none seem to be legal specific. He continued, there are plethora of just legal search firms, that may not be in the publ ic space, but do much work in the private space. Chair Wageman remarked there is a plethora in Texas. On the procurement side, he inquired, if there was any sense of why DART did not get those firms to respond or did they not flag this to those firms. Mr. Nicholas responded the Procurement staff included everyone that is registered with DART and they also took the advice from staff and the Committee to pick other firms that they wanted Procurement to look into GCSAH 1vlinutes.docx /2019: 8:00 AJ-,l

4 After further discussion, Ms. Bauman noted, if the firms did not meet the criteria or did not submit the proper documentation that was requested, the Committee should not consider them. She further said the Committee did receive qualified films that went through the effort and did submit a complete proposal. Ms. Bauman opined these are the firms the Committee should be considering and totally eliminate the ones who were not thorough. Ms. Wong Krause remarked she googled legal firms in Texas and she found a legal recruiter directory that lists all the legal recruiters. She noted there was quite a bit of recruiters and she hoped staff had searched all the firms. She remarked she would hate for DART to miss a perfect recruiter for this position simply because they were unaware of their search. Mr. Nicholas responded they did send th is proposal to many of the firms Ms. Wong Krause mentioned, however, with the time-crunch they were in, to get this on the street and get the responses back, Procurement staff found, based on knowledge and other input, the best firms they thought were out there and not necessarily only in Texas or anywhere else. Ms. Bauman inquired if staff had posted anything on the Texas State Bar Association website, and/or newsletter. Ms. Orr repl ied no, explaining they would go through the Texas State Bar Association once they were ready to conduct the recruitment, but not for a recruiter. After further discussion, Ms. Wong Krause remarked, for her, the number one focus is experience in recruiting lawyers, which would be Gilbert Tweed International. She then asked if Procurement would agree that of the top three firms, Gilbert Tweed International is the firm wi th the most experience recruiting lawyers. Mr. Nicholas acknowledged her statement. Chair Wageman recommended the Committee bring in a representative of each firm to be interviewed. Ms. Moreno agreed Chair Wageman 's recommendation was an excellent idea. Ms. Bauman questioned what the recruitment process would be like if a firm is located in a different state, without a local presence. She questioned would the app licant be flown to New York or would the recruiter fly into Dallas, TX. Ms. Moreno interjected there were enough local firms that could do the recruitment. She stated she would not support going with Gilbert Tweed International. Returning to Ms. Bauman' s question, Ms. Orr replied, even on a non-lawyer side, DART can use a firm from across the country. She noted much of the work is using technology. Ms. Orr continued, the pricing might be a bit different, however, if DART is getting the best quality, because they know what they are doing, then it is worth the cost. Mr. Ruiz entered the meeting at 11 :22 a.m. Ms. Orr noted each firm presented their recruitment processes. Ms. Bauman interjected, except Gilbert Tweed International, who did not mention their technology use, which would be important since they are in New York. Ms. Orr agreed, however, staff would contact them to ensure they do indeed have all the necessary technology that is needed. She further said, she did not necessarily think that Gilbert Tweed International being in GCSAH i\linutes.docx /2019: 8:00 A.i\l

5 New York was a factor, but preferred to focus on their ability to do the job as really important. Ms. Bauman noted there must have been a good reason why they were not ranked as number one on the list. Mr. John Adler, Vice President of Procurement, clarified the top three firms were not ranked in descending order, but were all ranked as qualified. He continued, the Committee is able to interview the firms, or request Procurement staff go back to the firms with additional questions for clarification. Chair Wageman requested staff do some additional work on these firms. He noted his concern was that three of these firms are not true experts on legal searches. Chair Wageman requested Mr. Adler, and staff, conduct telephonic interviews or meetings with these firms to further develop the materials and their responses. He continued, then bring that information to the Committee in a fairly timely way to allow the Committee to make a decision on interviewing the top three firms. Ms. Bauman questioned what would be the follow-up questions the Committee would have staff ask the firms. Chair Wageman responded he would like a deeper understanding of what their background is in legal search; what their background is in public legal search. Ms. Moreno requested the number of successful recruitment experience that each firm has in recruiting in Texas be included. Mr. Kelly inquired if there was an opportunity to open up this Request for Proposal (RFP) period to anyone else. Mr. Adler responded staff would need to terminate this RFP and start again. Ms. Bauman inquired if they were limiting their search to the candidates that the selected firm brings in, but they will open up the position to internal candidates. Chair Wageman noted, presumedly, the position is already posted on DART's website. Ms. Orr explained the process is the position will be posted once it is approved. She continued, the recruiter will prepare the brochure, post it, and ask that all applicants, internal and external, to go through them and not through DART. Ultimately, Ms. Orr said, DART will have the applicants fill out a DART application towards the end of the process. Chair Wageman noted he was not adverse to reach out to other firms since they technically only received four completed responses. He noted it was worth having staff return to the firms to receive more detail on the legal, and public sector legal. Ms. Wong Krause questioned, if they open the procurement process again, how much additional time will be needed. Ms. Orr responded it may take an additional 30 days. Mr. Slagel entered the meeting at 11 :30 a.m. Ms. Bauman questioned if expenses were included in the fees from the firms. Mr. Adler replied expenses are extra. Mr. Kelly inquired if the job description included relocation expenses. Ms. Orr responded staff can negotiate on that piece. Ms. Nancy Johnson, Director of Board Support, requested Chair Wageman summarize what was needed for the upcoming meeting GCSAI I t\linules.docx 4 1/ : 8:00 A.M

6 3. Chair Wageman recommended having a General Counsel Search Ad Hoc meeting on Wednesday or Thursday of the following week. He continued, this would give Procurement staff, at least, 8 to 9 days to return to the four fi rms. Mr. Nicholas noted he had three questions from the Committee to ask the firms. Chair Wageman recommended Mr. Nicholas not limit his staff to those three questions only. He then requested staff provide information on how many legal recruitments have been conducted in the last five years. Chair Wageman requested staff make these inquiries as detailed as possible. Chair Wageman then summarized staff will return to the four firms that were responsive and ask the same set of questions to each firm; they will develop those questions over the next couple of days and then reach out to the four firms. He continued, staff will prepare a summary of each call, which will be provided in advance of their next meeting. Chair Wageman stated the meeting will occur no later than their next Board meeting date, but they will try to schedule a 45-minute to 60-minute meeting in the following week. Ms. Johnson questioned if Chair Wageman wanted the approval of the job description included on the agenda. Chair Wageman responded yes. Identification of Future Agenda Items There were no future agenda items identified for this committee. 4. Adjournment There being no further business to discuss, the meeting was adjourned at l I :32 a.m. Josefina Chavira, CAP Board Committee Secretary /jc +Same Night Item *Briefing Item GCSt\I-1 ~-linutes.docx 5 1/25/2019: 8:00.-\.M