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HomeMy WebLinkAbout000595 Original ContractWilliam E. Bloor City of Port Angeles City Attorney 312 E. 5th St. PO Box 1150 Port Angeles, WA 98362 Dear Bill: Re: Engagement Letter Thaxt on +Parkinson +pllc May 8, 2013 City of Port Angeles Record #000595 Thank you for the opportunity to work with the City of Port Angeles. The purpose of this letter is to confirm the terms and. understandings with respect to legal representation and consulting by Thaxton Parkinson, PLLC (the "Firm for the City of Port Angeles (the "City"). Please carefully review this letter and return to me a copy of the signed letter. Signature by an authorized representative of the City will confirm the City's agreement to the terms set forth in this letter and in the attachments. I apologize for the length of the letter, but establishing clear expectations with respect to our working relationship is essential for its success. 1. Scope of Engagement. The City would like to engage the Firm to provide advice and consulting services regarding the development of the Port Angeles waterfront and the various procurement, lease and/or construction options for the City. The scope of work we discussed would include assisting the City in determining the most advantageous way for the City to develop the City's space within the project and developing the documents to accomplish the selected procurement strategy. If the City decided to pursue a lease, the Firm would work with a Real Estate attorney to draft a lease agreement that would incorporate language that would entitle.the City to achieve its project goals as well as monitor and provide input into the project during its development. In addition, I would also envision assisting the City during the project itself. The City will provide the firm with such factual information and documents as required to perform the described services, will make decisions and determinations as are necessary or appropriate to facilitate the Firm rendering such services, will be available to assist in the progress of the representation, and will remit payment of invoices in accordance with the terms .set forth below. The City may, from time to time, wish the firm to perform additional or other services not included within the scope of services described in this paragraph. If the City requests additional services, I will need to determine that there are no conflicts presented by that additional representation and may need to enter into a separate engagement letter with the City. If the firm undertakes representation of the City for additional or other services and does not ask the City to enter into a new engagement letter, then this agreement will apply to those services. 9311 SE 36` St., Suite 103, Mercer Island, Washington 98040 206.909.5290 rparkinson@rtp- law.com www.rtp- law.com Engagement Letter City of Port Angeles Page 2 of 5 2. Limitation on Scope of Engagement. As described above, the firm represents the City. Under applicable Rules of Professional Conduct, in representing the City, the Firm represents the entity itself, and not its members or employees. See, for example Rule 1.13 of the Model Rules of Professional Conduct, the text of which is set forth in an attachment to this letter for your convenience. In its role as legal counsel, the Firm will provide legal representation appropriate for the City but will not be an advocate for one employee's interests over another's or over the City's interests. When conflicting interests arise, I will endeavor to so advise the City and suggest that the City seek independent counsel, but the firm's duty and loyalty is to the City, and I will recommend what I believe to be in the best interests of the City, rather than any individual. If the City would like to have independent legal counsel review this engagement letter, or if at any time during the course of this representation the City would like independent legal counsel to represent an individual's interests, the City should feel free to do so. As the legal counsel to the City, I will be glad to provide you with names of counsel and will be glad to discuss with counsel of your choosing any issues arising between the City and any individual. 3. Progress and Reporting. I will report regularly on the status of matters and on significant developments as they occur. It is also my practice to provide copies to my clients of all significant documents, and to inform clients of all significant communications in the matter. I ask that you remain in close contact with me and that the City be available to consult as developments occur and to instruct and give the firm authority as necessary. If the City has any questions or concerns about the matter, I ask that you raise them immediately so that they can be addressed and resolved promptly and effectively. The Firm's communications to the City should remain confidential; therefore, I ask that you keep them in a separate file and disclose them within your office on a need to know basis only. I communicate from time to time with clients using facsimile machines, cellular telephones, text messaging and email. As you are no doubt aware, these forms of communication are not completely secure against unauthorized access. Although I make every effort to maintain the confidentiality of our communications to the City, these forms of communication do not ensure the confidentiality of their contents and there is, therefore, some risk of disclosure and loss of attorney client privilege in using these forms of communication. If you object to the use of any one or more.of these forms of communication, please let me know immediately and I will attempt to honor that request. 4. Staffing. I will be the person responsible for this matter. Where it is to your advantage to do so, I may utilize the services of other lawyers, paralegals, analysts, consultants, and law clerks outside the Firm. I will make work assignments in a way that maximizes legal effectiveness and time efficiency, and minimizes your legal expenses. The Firm's goal is to provide to you cost effective, high quality legal services. Engagement Letter City of Port Angeles Page 3 of 5 5. Basis for Fees and Costs. At present, my hourly rate is $325. Other lawyers who may render services on this matter may have higher or lower hourly rates. I will obtain approval from the City before hiring any outside personnel and will obtain prior approval of their hourly rates. I have not been asked to provide an estimate of total costs to the City, but if I do provide such an estimate to the City, the City understands that with any project, it is impossible to determine the amount of legal fees that will be incurred. The City also understands that, with respect to any estimate, if I believe that estimate will be exceeded, I will inform the City prior to exceeding the estimate, and we will work together to determine or adjust the scope of my involvement with the Project. The fees under this Engagement Letter as currently authorized will not exceed $16,000.00. Because of the nature of professional services and the unclear scope of the work, the Firm cannot guarantee that all of the anticipated work for the waterfront development project will be completed within this not to exceed amount. The Firm will provide the City with notice prior to reaching the not to exceed amount. In no event will the not to exceed amount be increased except through written authorization from the City. 6. Billing Procedures. !review the Firm's billing rates and fixed fees from time to time, generally as of January 1 of each year. Any rate adjustments will be reflected in the invoice. Although I review our billing rates, if the Firm is performing a scope of work for which I have provided an estimate, I will not increase the hourly rate contained in that estimate for the duration of that scope of work. It is the Firm's policy to serve clients with the most effective support system available, while at the same time allocating costs of such systems to the clients who use them. Therefore, in addition to fees for legal services, if the costs are in excess of normal costs, the Firm may charge for courier and other communication costs, extensive photocopy duplication, and other extraordinary out -of- pocket costs incurred on your behalf. Statements will be rendered to the City on a monthly basis. However, in the Firm's discretion or upon the City's request, the Firm will prepare periodic informational statements setting forth the approximate level of fees incurred to date in substantial transactions, subject to adjustment as appropriate at the conclusion of the transaction. I try to include disbursements in the statement for the month in which the disbursements are incurred. However, some of the disbursements, such as courier charges and charges for additional personnel, are not available until the following months, in which case a supplemental statement will be rendered to the City for these additional charges. Payment on invoices is due no later than thirty (30) days after they are rendered to the City. As statements reflect time expended anywhere from 15 to 45 days prior to the statement date, I appreciate receiving payment for services upon presentation. 7. Record Retention. At the conclusion of the representation, the Firm will deliver to the City the original of any record that, by state law, is subject to retention by the City. The Firm may retain secondary copies of any or all recors, and may retain or dispose of them, consistent with the Firm's policies and at the Firm's expense. Currently, the Firm's policy is to return to the City any related Engagement Letter City of Port Angeles Page 4 of 5 valuable property entrusted to the Firm and dispose of any and all superfluous documents consistent with maintaining the confidentiality of the contents of those documents. The Firm will store the entire balance of the file, at the Firm's expense, for at least five (5) years. After the five (5) year retention period, unless the City makes other arrangements and picks up the file, the file will be disposed of in the regular course of business, at the Firm's expense, consistent with maintaining the confidentiality of its contents. 1 look forward to working with the City, and thank you for looking to the Firm to assist you. If you have any questions concerning the contents of this letter, or any matter relating to our legal representation, please do not hesitate to call me. Very truly yours, Thaxton Parkinson, PLLC obynn T. Parkinson The undersigned authorized signature indicates agreement by the City of Port Angeles to the terms and conditions set forth in this Engagement Letter. The Cit ort Angeles, Washington By: [signature] Don red VYt cleoc n [printed name] Coll m.4ne4y.er [title] 5 1 S) [date] A ffigil d QS ta cvirsi 1 71/71 44esb Engagement Letter City of Port Angeles Page 5 of 5 Rule of Professional Conduct RULE 1.13 ORGANIZATION AS CLIENT (a) A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents. (b) If a lawyer for an organization knows that an officer, employee or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law that reasonably might be imputed to the organization, and that is likely to result in substantial injury to the organization, then the lawyer shall proceed as is reasonably necessary in the best interest of the organization. Unless the lawyer reasonably believes that it is not necessary in the best interest of the organization to do so, the lawyer shall refer the matter to higher authority in the organization, including, if warranted by the circumstances, to the highest authority that can act on behalf of the organization as determined by applicable law. (c) Except as provided in paragraph (d), if (1) despite the lawyer's efforts in accordance with paragraph (b) the highest authority that can act on behalf of the organization insists upon or fails to address in a timely and appropriate manner an action, or a refusal to act, that is clearly a violation of law, and (2) the lawyer reasonably believes that the violation is reasonably certain to result in substantial injury to the organization, then the lawyer may reveal information relating to the representation whether or not Rule 1.6 permits such disclosure, but only if and to the extent the lawyer reasonably believes necessary to prevent substantial injury to the organization. (d) Paragraph (c) shall not apply with respect to information relating to a lawyer's representation of an organization to investigate an alleged violation of law, or to defend the organization or an officer, employee or other constituent associated with the organization against a claim arising out of an alleged violation of law. (e) A lawyer who reasonably believes that he or she has been discharged because of the lawyer's actions taken pursuant to paragraphs (b) and (c), or who withdraws under circumstances that require or permit the lawyer to take action under either of those paragraphs, shall proceed as the lawyer reasonably believes necessary to assure that the organization's highest authority is informed of the lawyer's discharge or withdrawal. (f) In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, a lawyer shall explain the identity of the client when the lawyer knows or reasonably should know that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing. (g) A lawyer representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7. If the organization's consent to the dual representation is required by Rule 1.7, the consent shall be given by an appropriate official of the organization other than the individual who is to be represented, or by the shareholders. (h) For purposes of this Rule, when a lawyer who is not a public officer or employee represents a discrete governmental agency or unit that is part of a broader governmental entity, the lawyer's client is the particular governmental agency or unit represented, and not the broader governmental entity of which the agency or unit is a part, unless: (1) otherwise provided in a written agreement between the lawyer and the governmental agency or unit; or (2) the broader governmental entity gives the lawyer timely written notice to the contrary, in which case the client shall be designated by such entity. Notice under this subsection shall be given by the person designated by law as the chief legal officer of the broader governmental entity, or in the absence of such designation, by the chief executive officer of the entity.