HomeMy WebLinkAbout001108 Original Contract City of Port Angeles
Record # 001108
OR11GINAL
FOSTER PEPPER Direct Phone (206)447-8902
Direct Facsimile (206)749-2002
E-Mail lori.terry@foster.com
August 31, 2016
William E. Bloor
City Attorney
City of Port Angeles
321 East 5`I' Street, Second Floor
Port Angeles, WA 98362
Re: Stormwater Advice
Dear Bill:
Thank you for asking Foster Pepper PLLC to provide stormwater advice to the City of
Port Angeles. I have attached Foster Pepper's Terms for Engagement of Services ("Terms")to
this letter, which outlines our current billing procedures. We ask that you read the Terms and
acknowledge acceptance by signing and returning a copy of this letter to us.
The City has engaged us to provide stormwater advice regarding the Phase II Municipal
Stormwater Permit in an amount not to exceed $10,000, absent prior approval to exceed this
budgeted amount. My discounted billing rate for this matter is $500.00 per hour. I will take
every possible measure to ensure that our representation in this matter is handled swiftly,
personally, efficiently, and professionally. If you have any concerns regarding the progress of
this matter or the services we are providing, please do not hesitate to contact me.
We look forward to working with you. If at any time during our relationship you should
have any questions or concerns, please feel free to call.
Very truly yours,
Loli rr Gre ory
I HAVE READ AND AGREE TO THE TERMS OF THIS ENGAGEMENT.
City of Port Angeles
P'ej ey-�cjf r tn
Enclosure (Terms for Engagement of Services)
1111 Third Avenue,Suite 3000,Seattle,Washington 98101-3299 tel:206.447.4400 fax:206.447.9700
foster.com
51549426.1
FOSTER PEPPER ,,_-
Direct Phone (206)447-8902
Direct Facsimile (206)749-2002
E-Mail Lori.terry@foster.com
Terms for Engagement of Services
Thank you for choosing Foster Pepper PLLC. Our Engagement Letter and these "Terms"
constitute our agreement with you for performing the engagement described in that letter. We
pride ourselves on responsive and vigorous representation and strive to develop excellent
working relationships with our clients. Therefore, we wish to share with you the terms of our
engagement as your lawyers and tell you about our firm. Our web page (www.foster.com)
contains additional information about the firm and its capabilities. If you have questions or
concerns, please contact us immediately.
Scope of Work
Our policy—and the foundation of a sound client-attorney relationship—is to ensure that we
understand your legal needs and that you understand the nature of the services we will provide.
Communication between us is critical. We regularly will keep you informed of our activities on
your behalf and will act in your interest at all times to the best of our abilities, subject to our
knowledge of the facts and the state of the law during the representation.
Generally, one lawyer will be responsible for and will oversee your representation. Other
lawyers and legal assistants may work on your behalf—especially when special skill or expertise
is required or when delegation is more expeditious and cost-effective, or for other appropriate
reasons. Your responsible lawyer will be your point of contact for all aspects of your
representation. If at any time you are unhappy with any person working on your behalf, please
tell your responsible lawyer or the Chair of the firm's Executive Committee. The situation will
be addressed immediately.
We need your help to represent you to the best of our abilities. We rely on you to be candid with
and responsive to us, as we will be with you. Please inform us immediately of any change of
circumstance affecting the representation or our ability to contact you. We both must respond
promptly and completely to inquiries and requests to enable us to represent you effectively.
While we cannot assure a successful result in any engagement, we pledge to use our 'best efforts
on your behalf.
You may terminate our representation of you at any time and for any reason. In addition, we
may choose to withdraw from the representation, but only in accordance with the applicable
Rules of Professional Conduct in effect in the jurisdiction where our relationship exists. If we
choose to withdraw as your lawyers, we will notify you in writing. At termination or
withdrawal, you will remain obligated to pay us promptly for all charges for legal services
rendered as well as charges resulting from the termination or withdrawal, including working with
1111 Third Avenue,Suite 3000,Seattle,Washington 98101-3299 tel: 206.447.4400 fax:206.447.9700
foster.com
51549426.1
William E. Bloor
August 31, 2016
Page 3
any successor counsel. We will cooperate with successor counsel to assure a smooth transfer of
the representation.
Conflicts of Interest
Because our representation of you is limited in scope and because we have a large number of
clients, we wish to clarify the extent to which our representation of you may affect our ability to
represent other clients in other matters, including matters in which you may be involved. We
employ internal procedures to ensure that our representation of other clients will not cause a
conflict of interest with you. Your identity as our client is the person or entity named as the
client in our Engagement Letter and does not include any of your affiliates, officers, directors,
principals or other related parties unless so specified. Accordingly, we may represent another
client with interests adverse to any such affiliate without obtaining your consent, and we
respectfully decline to be bound by any contrary policy. If we discover any actual or potential
conflict of interest affecting our representation of you, we will notify you promptly.
Depending upon our relationship, at the conclusion of the engagement described in the
Engagement Letter, you will no longer be considered a current client of the firm. As a former
client, you may expect that we will not represent another person in the same or a substantially
related matter if that client's interests are adverse to your interests unless you have consented in
writing to the representation after consultation and full disclosure of material facts. You may
also expect that we will preserve appropriately the confidentiality of your information and
secrets. Without your prior written consent, we will not represent a client adverse to you in a
different matter if we have obtained confidences or secrets from you that are material to that
matter.
Records Retention
We maintain policies regarding retention and destruction of records. Records include our files
and related electronic documentation, including e-mails. Records (including materials provided
by you to us and all electronic documentation) relating to this engagement will be destroyed
according to our policies unless you request that they be returned to you. Our own files
pertaining to the matter will be retained in accordance with the policies. Our own files include,
for example, firm administrative records, time and expense reports, personnel and staffing
materials, credit and accounting records, internal lawyers' work product such as drafts, notes,
internal memoranda, and legal and factual research, including investigative reports, prepared by
or for the internal use of lawyers. We retain client files for ten years after a matter is closed. We
will endeavor to remind you of this policy on completion of the engagement, but we reserve the
right to destroy records in accordance with our policy without further notice to you.
Fees for Services
We generally charge on an hourly basis for time expended on your behalf This includes, for
example, telephone conversations, face-to-face conferences, strategy development and planning,
document preparation and review, research, drafting, negotiating, court appearances and travel.
51549426.1
William E. Bloor
August 31, 2016
Page 4
Through hourly billing, you pay only for work performed on your behalf. We maintain daily
time records that include a brief description of the work done so that you will understand why
you are being billed. We record our time in units of tenths of an hour.
Upon request, we will work with you to produce an estimate of the anticipated legal fees and
costs for a particular engagement. Any such estimate will be based on our prior experience with
similar engagements as well as information you provide us about your particular needs. Unless
we reach a clear, written understanding that the fee will be a fixed amount, any estimate we
make may be revised based upon the facts and circumstances we encounter during your
representation.
Our rates (which are subject to change prospectively with notice) should always be discussed in
advance with your responsible attorney. Generally, rates are revised annually and adjustments
will be reflected in our invoices in the month following any adjustment. On occasion, and after
discussion with you, we may perform services on a non-hourly basis. Our agreement with you to
do so will be in writing. We strive to keep fees and charges at a level appropriate to the task.
Expenses
In addition to fees for legal services, you will be charged for expenses advanced on your behalf
and ancillary costs incurred by us during the course of your representation. Such charges may be
revised from time to time without notice and will be reflected in our invoice in the month
following any revision. These charges include such things as photocopying, document binding,
external messenger service, electronic records searches, special mailing or courier services, and
costs associated with managing electronically stored information [e.g., scanning, image
processing, data collection, database services, web hosting, document summaries, etc.]. We may
add an administrative charge to some or all of these costs. The firm's Automated Legal Support
Services team may perform some of the services associated with managing electronically stored
information. Charges for these services are part of the costs you agree to pay in connection with
our representation of you. You will not be billed for long distance telephone charges, facsimile
transmissions or standard postage charges. Please note that should your work require secretarial
overtime (not caused by a secretary working for another client during the regular work day), you
will be charged for such service.
You may be asked to pay certain non-routine expenses directly to the service provider. These
may include travel expenses, filing fees, and fees and expenses of independent professionals
such as appraisers, accountants, investigators, court reporters, and other consultants and experts.
Often, these expenses must be paid in advance. Normally, we will send the charge directly to
you for payment or obtain in advance funds from you to pay such costs. While we are under no
obligation to do so, we may advance payment of such expenses and subsequently bill you for the
charges.
51549426.1
William E. Bloor
August 31,2016
Page 5
Billing Policy
Usually, you will be billed monthly. For your convenience, the billing statement will describe
briefly the matter and legal services performed and will set forth the fees and expenses relating to
the legal services provided. The bill typically will contain charges incurred during the prior
month. Charges for some expense items such as copy and delivery charges may not be
processed and billed until sometime after the expense has been incurred. Bills are due upon
receipt, and may be paid by check, wire transfer, Visa, MasterCard or American Express. Any
past due amounts will bear interest at twelve percent per year. We strive to provide clear and
prompt billing statements. If you have any questions regarding your invoice, please promptly
call your responsible attorney or our accounting department.
Advance Fee and Trust Deposits
If required by your Engagement Letter, you must pay in advance an amount equal to our estimate
of the fees and costs for some or all of the work contemplated by the scope of the engagement.
Any amount remaining at the conclusion of the engagement will be returned to you. If, after
commencing work, it appears the advance payment will be insufficient to cover legal fees and
costs, you may be asked to advance additional amounts.
If required by your Engagement Letter, you must pay a retainer to secure our availability for a
given period of time, which is considered earned by us when paid.
Amounts you pay to us in trust, including advance payments for fees and costs, will be deposited
in a trust account that we maintain for the benefit of our clients as required by the Rules of
Professional Conduct. Under these rules, if your deposit is not expected to earn a "positive net
return" given its size, the expected duration of the deposit and prevailing interest rates (less
reasonable bank and administrative charges), we will place the deposit into a pooled account.
The interest earned on this account must be paid to a charitable foundation established by court
rule. If your deposit likely will earn a "positive net return", you may request that it be placed
into a segregated account and interest earned on that account will be added to your deposit and
will be reported by our bank to the Internal Revenue Service as taxable income to you. If you
wish us to place such funds into a segregated account for your benefit, you must provide us with
your Federal Tax Identification Number.
Attorney-Client Privilege
Our attorneys and staff recognize our duty to maintain confidentiality. The attorney-client
privilege protects communications between us, whether oral or written, as long as neither of us
discloses those communications to anyone else. Privileged communications cannot be used in
court without your consent. Therefore, to preserve the privilege and confidentiality of our
communications, you should not show our written communications or discuss any oral
communications between us with anyone. Furthermore, certain communications and documents
prepared in anticipation of litigation are also privileged even if no attorney is involved. Because
51549426.1
William E. Bloor
August 31, 2016
Page 6
disputes can arise as to whether certain communications are privileged, if you have any questions
regarding what you can do, be sure to seek advice from the lawyer with whom you are working.
We are not acting as your counsel with respect to the provisions of this statement of Terms for
Engagement of Services and to do so would be a conflict of interest. If you wish to seek advice
from independent counsel of your choice about whether you should agree to these terms, please
do so. In addition, if you have any questions or would like additional information, we are happy
to discuss this statement with you further. These terms of engagement will govern our
relationship, however, unless we reach a different agreement in writing.
We understand that you have selected us not only for our expertise, but also for our reputation as
responsive and creative counsel. Be assured that we will strive to live up to your expectations.
If you have any questions,please do not hesitate to call.
51549426.1
Legal Advice on Stormwater Regulations
Craig Fulton I D,rrr: I stztzoro
l.Craig Fulton Review sf;t-zt
,,Bill Bloor Review 7-6-/6
3.Byron Olson Review Funding oql a.,l?./
4.Dan McKeen Approve -alel r,
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Funding to come from Stormwater-Professional Services
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406-7412-538-4t50
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