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HomeMy WebLinkAbout001110 Original Contract City of Port Angeles Record #001110 le r ee MOAK&STEWART,P.CASH, eaj�'j Attorneys at Laiv as 800 Fifth Avenue,Suite 4100 Seattle,WA 98104 Phone: 206.693.7057 Facsimile: 206.693.7058 Nvww.ogletreedeakins.com Sonja Fritts 206-922-2908 son i a.frittsnogl etreedeakins.com June 6, 2016 SENT VIA EMAIL Dan McKeen, City Manager City of Port Angeles Shannon Ragonesi, Esq. 321 E. 5th St. Keating, Bucklin&McCormack P.O. Box 1150 800 Fifth Avenue, Suite 4141 Port Angeles, WA 98362 Seattle, WA 98104 RE: Independent Employment Investigation Dear Mr. McKeen and Ms. Ragonesi: We are pleased to have the opportunity to be of service to the City of Port Angeles and to provide the workplace investigation services described more fully below. I look forward to working with you. The purpose of this letter is to confirm the terms of our representation. If you are in agreement, please sign the letter in the space indicated below and return it to me at your earliest convenience. Of course, if you have any questions about these terms or any other aspect of our engagement,please do not hesitate to contact me. Client. We are being engaged to represent the City of Port Angeles ("Client") only. Unless we agree otherwise in writing, our representation does not extend to any other entity or individual. Scope of Services. Ogletree Deakins and Sonja Fritts have been retained to conduct an independent workplace investigation on behalf of the City of Port Angeles, relating to employee Mike Puntenney, as directed and authorized by you and/or your representative. I will serve as the investigator for the work described. I have not been retained to provide legal advice. The scope of our engagement is specifically limited to and for the purpose of conducting a factual investigation. All communications, whether verbal or in writing, between Ogletree Deakins, you, or your representatives in this matter are not intended to be and shall not be construed by any Atlanta ■ Austin • Berlin (Germany) ■ Birmingham ■ Boston ■ Charleston - Charlotte ■ Chicago : Cleveland ■ Columbia ■ Dallas ■ Denver Detroit Metro®Greenville a Houston■Indianapolis■Jackson d Kansas City®Las Vegas■London(England)a Los Angeles a Memphis®Mexico City(Mexico) Miami aMilwaukee dMinneapolis■ Morristown r Nashville® New Orleans® New York City e Orange County■ Philadelphia■ Phoenix■ Pittsburgh Portland*Raleigh■Richmond■St.Louis®St.Thomas®San Antonio n San Diego■San Francisco■Stamford @ Tampa Q Torrance®Tucson®Washington Oqletree aki s party as legal advice on any matter that may arise during the course of our engagement and this investigation. Limitation on Obligation. You acknowledge that we are not your general counsel and have not undertaken to represent Client's interests in any matter other than that described above. Our representation does not entail a continuing obligation to advise you concerning subsequent legal developments that might have a bearing on your affairs generally or, after the completion of the matter described above, developments that might have a bearing on that matter. Fees and Expenses. For purposes of this employment investigation, we are agreeing to a discounted billing rate of$295/hour (reflecting an 18% discount from normal billing rates). The rate multiplied by the time spent on your behalf, measured in tenths of an hour, will be the basis for determining the fee. The hourly rate applies to all time spent on Client's behalf, including but not limited to travel, waiting time, time devoted to responding to auditor's letters, and conferences. In addition to our fees, we will be entitled to payment or reimbursement for charges incurred in conducting this investigation. We will normally provide monthly statements describing our services, fees, and costs. On occasion, expenses may take more than a month to appear on our invoices. Our invoices are due upon receipt. The parties agree that the maximum amount of the investigation will be no more than $20,000, 50% to be paid by the City and 50% to be paid by the Washington Cities Insurance Authority (WICA), of which the City of Port Angeles is a municipal entity member. The parties agree that if any adjustments need to be made to the maximum amount of $20,000, the parties will negotiate those adjustments in a timely manner. Payment of fees and costs are not contingent upon the final result and it is understood that Ogletree Deakins does not and cannot warrant or predict results or final developments in this engagement. No testimony will be provided unless all outstanding fees have been paid. Confidentiality All communications, whether written or oral, between Ogletree Deakins, Sonja Fritts, you, or your representatives in this matter shall be regarded as confidential. Disclosure of the nature or content of any such oral or written communication shall not be made without your prior approval. Any requests for such disclosure, or request by any person or authority to inspect or copy written materials, or any attempt to subpoena such materials, shall be reported directly to you. Notwithstanding, any investigative notes compiled by the investigator shall be considered the property of Ogletree Deakins. In the event that Ogletree Deakins is requested by you to testify about, subpoenaed by anyone, receives a court order, or is otherwise asked to participate at any stage of any kind of judicial or administrative proceeding concerning any work performed for you in connection with this engagement, we will be compensated for the time involved in responding to such subpoena(s) and order(s) at our discounted billing rate of$295 for professional time and for all costs that may be reasonably incurred, including attorney's fees. Before commencing work to respond to such a subpoena or order, Ogletree Deakins shall provide you with an estimate of the time that will be required to comply and the expense we anticipate incurring. Waiver of Potential Future Conflicts. Ogletree Deakins is an international law firm that represents individuals, companies, and other entities through offices in locations throughout Page 2 of 8 leree Deakins the U.S. and in other countries. The potential exists that we may in the future be asked to represent a party in a matter adverse to Client. Depending on the circumstances, such a situation could lead a court or tribunal to conclude that a conflict of interest exists. You agree to waive any such future conflict in any matter not substantially related to this current engagement and agree that Client will not seek to use the fact of this representation as a basis for seeking our disqualification in such future matters. Term of Engagement. Either party may terminate the engagement at any time for any reason, by written notice, subject on our part to the rules of professional conduct and any applicable requirement to seek permission of the court. Our withdrawal will not constitute a waiver of any amounts outstanding. Conclusion of Representation; Retention and Disposition of Documents. At such time as we complete the services Client requested in this matter, our representation will be terminated and Client will be considered a former client of our firm. We reserve the right to dispose of file materials in accordance with our document retention procedures, which are available upon request, unless we are otherwise required to retain the materials by applicable law. At our discretion, we also reserve the right to keep a copy of any or all file materials after the termination of a representation. Dispute Resolution. In the unlikely event that a dispute arises relating to this engagement or our firm's services or fees, the parties agree to attempt to resolve the dispute through informal discussions. If those discussions do not resolve the matter, the parties agree to submit the dispute to final, binding arbitration before a single arbitrator. Except in jurisdictions where applicable rules require arbitration to be administered through a local bar association or program, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall decide any issue of the breach, termination, enforcement, interpretation, or validity of this agreement, including the scope or applicability of the agreement to arbitrate. This provision shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The parties understand that they are waiving certain important rights and protections that otherwise may have been available, such as the right to a jury trial and certain rights of appeal. The parties agree that the dispute resolution proceedings under this provision shall remain confidential, except as necessary to seek provisional remedies in court in aid of arbitration or to enforce any arbitration award. The arbitrator's fees shall be shared equally by the parties. Except where applicable law forbids it, the prevailing party shall be entitled to recover reasonable attorney's fees and costs, if any, from the other party. Acknowledgment of Terms of Engagement. If this letter correctly reflects your understanding of the terms and conditions of our representation, please confirm your acceptance by signing the enclosed copy in the space provided below and return it to me. Upon your acceptance, these terms and conditions will apply retroactively to the date we first performed services on your behalf. If this letter is not signed and returned, you will be obligated to pay us the reasonable value of any services we may have performed on your behalf. Page 3 of 8 Ogletree Deakins We are pleased to have this opportunity to be of service and to work with you. Should you have any questions about our services, staffing, billings, or other aspects of our representation, please do not hesitate to contact me. Sincerely, OGLETREE, DEAKINS,NASH, SMOAK& STEWART, P.C. Enclosure Page 4 of 8 Ogletree e zis General Provisions Except as modified by the accompanying engagement letter or other written agreement between the parties, the following provisions will apply to the relationship between Ogletree, Deakins,Nash, Smoak & Stewart, P.C., and our clients: I. The time for which a client will be charged will include, but will not be limited to, telephone and office conferences with a client and counsel, witnesses; factual investigation; responding to clients' requests to provide information to auditors in connection with reviews or audits of financial statements; drafting of letters; travel time; waiting time in court or elsewhere; and time in depositions and other discovery proceedings. 2. In addition to our fees, we will be entitled to payment or reimbursement for disbursements and other charges incurred in performing services such as photocopying, messenger and delivery, travel (including mileage, parking, airfare, lodging, meals, and ground transportation), telecopying, and word processing. To the extent we directly provide any of these services, we reserve the right to adjust the amount we charge, at any time or from time to time, as we deem appropriate, in light of our direct costs, our estimated overhead allocable to the services, and outside competitive rates. 3. Although for a client's convenience, we may occasionally furnish budgets or other estimates of fees or charges that we anticipate will be incurred on a client's behalf, these estimates are subject to unforeseen circumstances and are by their nature inexact. We are not bound by any estimates except as otherwise expressly set forth in the engagement letter or otherwise agreed to by us in writing. 4. Fees, disbursements, and other charges will be billed monthly and are payable upon presentation. We expect prompt payment. 5. A client shall have the right at any time to terminate our services and representation upon written notice to the firm. Such termination shall not, however, relieve the client of the obligation to pay for all services rendered and disbursements and other charges made or incurred on behalf of the client prior to the date of termination. Unless otherwise previously terminated, our engagement to represent you as to any specific matter ends at the conclusion of the matter or issuance of our final statement, whichever occurs first. 6. We reserve the right to withdraw from our representation with the client's consent or for good cause. Good cause may include the client's failure to honor the terms of the engagement letter, the client's failure to pay amounts billed in a timely manner, the client's failure to cooperate or follow our advice on a material matter, or any fact or circumstance that would, in our view, impair an effective attorney-client relationship or would render our continuing representation unlawful or unethical. If we elect to do so, the client will take all steps necessary to free us of any obligation to perform further, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal, and we will be entitled to be paid for all services rendered and disbursements and other charges made or incurred on behalf of the client prior to the date of withdrawal. Page 7of8 Ogletree Nakins Ogletree Deakins uses record retention policies or practices, which may be revised from time to time, that contemplate retention of client-representation work product and other records for an appropriate period of time, after which records may be destroyed. These policies may apply to both hard copy and electronic records, such that no records in any form may be available after disposal. Unless there is applicable law or a written agreement to the contrary as to a specific client and matter, we reserve the right in our discretion to destroy any records we deem appropriate at the time we deem appropriate after the conclusion of representation on a matter. Very truly yours, Sonja Fritts SF:asl Page 8 of 8 Oqletree I read and understand the terms and conditions, set forth in this letter (including the attached GeneralProvisions)and agree to therm. t kt",rr.e / - tat __ _...... . ..... _.... .... . . . .. _. Shannon Rai car r~ Attorney For: Keating, Bucklin& McCormack. Page 5 of 8 OqIetree Deakins I read n understand the tcmis and cawmd taons se f'srth in this letter (including a the attached Generi l Provisions) and agree to theory, Si pied: Date, By: Dan l McKeen Ity Manager For.- y of Port Angeles