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HomeMy WebLinkAbout001168 Original Contract 0 City of Part Angeies Record #001168 LANEE I"" WE LL ANDREW J.GABEL ATTORNEYS &. COUNsr"LORS 20622.3.7026 gabcfa@ Iernewpo wttIxorn December 20,24116 VIA EMAIL PRIVILEGED AND CONFIDENTIAL William Bloor City Attorney City of Port Angeles Attn: Jeanie Del^rang, Legal Department PO Box 11541 Port Angeles WA 98362-4531 bran @61ty(mils bloo eit ofM.us Re: Engagement Letter C8t3!Phase 2—Mediation and Dispute Resolution Dear Jeanie: Thank you for engaging Lane Powell PC to represent the City of Port Angeles in connection with the upcoming mediation with TEK Construction related to the 0843 Phase 2 Project. This letter confirms our representation of the City with respect to the TEK Claims through mediation. Terms of ESI aeLo anit. The terms specified in this letter and the attached statement of standard terms skull constitute the terms of our engagement. Please review them carefully and let me know if you have any questions about them. unless otherwise agreed, these terms of engagement shall apply not only to the present matter but, except for the scope of our current engagement„also to any future matters in which we represent you. Neope of Ifo a,gement. The scope of our current engagement shall be limited to advising and defending the City with respect to the likely mediation with TEK Construction related to claims raised by TEK during the CSO Phase 2 Project and shall not extend to any other matters unless we have agreed to them in writing. &spo risibility I will be personally responsible to you for the legal work performed under our current engagement. But, unless you request a right to approve any delegation of work, l may assign work to another Lane Powell attorney or paralegal reasonably suited to perform it with the goal of providing the most cost-effective and highest duality legal services for you. If you have any questions or concerns about our staffing or provision of services to you, please do not hesitate to contact me at (2416-2.23-7026) or, if you prefer, our President, Charles W. Riley Jr. at (2416-223-7959). wrwaw,lanspowre4l.corn A PROFESSIONAL CORPORATION LAW OFFICES T.205.223. 000 1420 FIFTH AVENUE,SUITE 4200 ANCHORAGE,AK.PORTLAND,OR F. 208.223.7107 P.O.BOX 91302 SEATTLE,WA.LONDON,ENGLAND SEATTLE,WASHINGTON 4$8111.9402 LMI E . Unless otherwise agreed in writing, you will pay us legal fees for the legal work we perforin based on the hourly rates of the attorneys and other timekeepers who perform the work in an amount not to exceed $15,000,00. This proposed not-to-exceed budget includes all services related to the mediation with TEK. This budget does not include any litigation related activities. My current hourly rate for this engagement is $378. This represents a 100/0 reduction from my normal hourly rate. Other attorneys who may be involved in this engagement include Stan Beck, whose current hourly rate for this engagement is $526.50, which also represents a 10%reduction from his normal hourly rate. Rates for attorneys in the firm currently range from $295 to $650 per hour,while the rates for paralegals currently range from$100 to 5295 per hour. Costs and DisbuElements. You will also pay or reimburse us for internal costs incurred and disbursements made on your behalf. These may include such items as postage, overnight courier services, in-house and outside messenger deliveries, conference telephone charges, facsimiles, photocopies,document scanning,travel expenses, filing fees,witness fees, service of process and use of other service providers, such as consulting experts, local counsel and court reporters. We will bill you at cost for charges paid to third party service providers and at our usual and customary rates for internal services. Invoices for the fees and expenses of third party professionals or service providers (such as consulting experts, local counsel and court reporters) will normally be billed directly to you or forwarded to you for direct payment., unless we agree separately to other arrangements. Invoices. As more fully explained in the attached statement of standard terms, we will bill you monthly with payment due upon receipt, Unless otherwise agreed, bills not paid within thirty (30)days shall accrue interest at a rate of nine percent(9%)per annum. If any invoice remains unpaid for more than sixty (60) days, we may, consistent with our ethical obligations, cease performing legal services for you until you make satisfactory arrangements to pay us. Deposits. Given our prior and ongoing experience representing the City, we do not require a retainer for this matter. Termination of&2agemInt. Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to our obligations under applicable rules of professional conduct. Unless previously terminated, our engagement on this matter will terminate when we send you our final statement for services rendered on this matter. Unless you engage us on other matters, we will have no continuing obligation after the conclusion of this matter to advise you with respect to future legal developments, such as changes in the applicable laws or regulations,that could have an impact on your future rights and liabilities. Coafldeqjfiglity and Doeument RtLenfian Both before and after termination of our engagement, we will preserve the confidentiality of any non-public information you have given us in, accordance with applicable rules of professional conduct and, at your request, we will return the original records that you have provided to us and the original records that we have created for you. If you request additional materials or a copy of your entire file,you agree to pay our reasonable copying expenses. Materials associated with this matter that are not returned may be destroyed in accordance with our document retention policy. Accetatance. if these terms of engagement are acceptable to you,please sign a copy of this letter in the space provided below and return the signed copy to me at your earliest convenience. if you do not return a signed copy of this lettere or object to it within five (5) business days after your receipt of the letter, or if you ask us to start work.. on the engagement before you have returned a signed copy of this letter,these terms of engagement shall govern our engagement. We appreciate your choice of Lane Powell PC to serve your legal needs, As in every engagement we undertake, our goal is to your needs, provide the highest duality service and exceed your expectations. We welcome discussion of all terms of engagement at any time and encourage you to tell us about how best to serve you. Should you even have any questions about any aspect of our engagement,please do not hesitate to contact me. Sincerely, LANE POWELL Pc By: J.Gabel ASSORMS1 and &LkngnJgdzm1Ut City of Port Angeles, by its q , a to the s of engagement contained in the foregoing engagern �letter and the attached statement of standard terms. City of Port Angeles 13y: Date. t"eat` t cc: Manton Phillip Beck 6832236,1 LANE POWELL PC STANDARD TERMS OF ENGAGEMENT These standard terms of engagement supplement the clients in those matters are directly adverse to you,and specific terms of engagement in the foregoing that you will not seek, on the basis of that engagement letter and together constitute our agreed representation,to disqualify us from representing other terms of engagement. They may only be modified if clients in any such matters. We agree, however, that both of us agree in writing to change them and, if they your advance consent to conflicting representations in conflict with any proposed alternative terms or policy any matter that is not substantially related to our work guidelines that you send us,these terms of engagement for you shall not apply in any instance where,as a result shall be controlling, Unless otherwise agreed in writing, of our representation of you, we have obtained these terms of engagement will apply not only to the proprietary or other confidential information of a non- matter described in our engagement letter but also to public nature that, if known to such other client, could future matters in which we may represent you, be used by such other client to your material disadvantage. ENTITY CLIENTS In representing a client that is an entity, we do not Further, as an accommodation to some of our current separately represent its affiliates, such as its parent and former clients,our corporate service affiliate,LPSI, companies,subsidiaries or other entities under common Corporate Services,Inc.acts in a non-legal capacity as a control with the client, whether or not they are registered agent, deed of trust trustee or successor deed operationally integrated with the client, and we do not of trust trustee. Unless otherwise agreed in writing, separately represent its constituents, such as its Such non-legal services performed by LPSL Corporate shareholders, officers, directors, managers, members, Services, Inc., shall not disqualify us from representing partners or employees of the client entity, whether or other clients in matters adverse to clients using LPSL not they are speaking agents for the client, in their Corporate Services for non-legal matters. individual capacities or with respect to their individual affairs. We will rely -upon you to inform them of this COOPERATION fact where appropriate. Thus, for conflict of interest We want to provide you the best representation purposes, you agree that we may, to the maximum possible. To do so, it is essential that you cooperate extent permitted by applicable rules of professional with us, by providing timely, complete, and accurate conduct, represent another client whose interests are responses to our requests for information. In addition,it adverse to any such affiliate or constituent without may be necessary for you to make employees available notifying you or obtaining your consent or their consent, to discuss issues and to participate in meetings, work sessions, or judicial proceedings related to the matter, CONFLICTS We cannot be responsible for the consequences of a Before agreeing to represent you,we have examined our failure to cooperate in these respects because it might records to determine whether any conflicts of interest not only hinder our ability to represent your interests, exist that would preclude LIS from representing you and but it could also require us to withdraw from have:found no such conflicts. Our examination is based representing you. upon our existing information and the information you have provided to its. Because circumstances change,we ATTORNEY AND CLIENT RESPONSIBILITIES must both be continually alert to the development of We will provide strictly legal services to you in additional information that may give rise to a potential connection with this engagement and, unless otherwise conflict. Please call us immediately if you become expressly agreed upon in writing,you are not relying an aware of such information. us for, and we are not providing you with, any investment advice,appraisal service,accounting advice, In addition to you, we represent and have represented any advice concerning the character or credit of any many other clients. During the time we are representing persons with whom you may be dealing, or any advice you, it is possible that one or more of our former, in connection with existing insurance coverage or the present or future clients will have transactions or desirability of obtaining any kind of insurance coverage. disputes with you. In that event,we wish to be fair not Moreover, any opinions that we express about legal only to you,but also to our other clients. You therefore questions you have asked or the outcome of your legal agree that we may continue to represent, and may matters are expressions of our best professional undertake in the future to represent, existing or new judgment, which are necessarily limited by our clients in any matter that is not substantially related to knowledge of the facts and are based on the law in our work for you, even if the interests of such other effect at the time they are expressed. We do not ELECTRONIC COMMUNICATIONS guarantee any particular outcome of this engagement Electronic mail, cellular telephone, facsimile and other forms of electronic communication and document In order for us to assist you effectively and efficiently, transfer are important business tools that increase our we expect that you will provide us with the factual efficiency, responsiveness, and ability to serve you, information you have relating to the subject matter of But, they involve risks of third party access and this engagement and that you will make any appropriate interception. Although we have no reason to believe business or technical decisions. We believe that you that our electronic communication systems are not should be actively involved in the strategy and secure, you should be aware that information sent or management of your legal affairs and our goal is to stored electronically could be accessed by third parties, encourage candid and frequent communication between However, unless you ask us not to use email, cell us, We will consult with you at appropriate times as the phones or other electronic communications, you agree engagement progremes, Ordinarily, such consultations that we may use them when communicating with you are conducted in person or by telephone; but, if you and storing your electronic records. desire that we communicate in writing in a particular instance, please let us know. In addition, we may on You also acknowledge that email can be subject to occasion choose to communicate with you in writing. delivery delays and non-delivery. Accordingly, you should confirm our receipt of any important email INSURANCE COVERAGE communications to us, and we will endeavor to do the You may have insurance that would fund the defense of same with respect to our important email claims against you or otherwise apply to your communications to you. matter. We urge you to consult your insurance broker to locate all relevant policies and to tender defense to all We have measures in place to protect against sending or relevant insurers. Depending on the type of policy,both receiving viruses, but we cannot guarantee that these current arid expired policies,as well as policies held by measures will be completely effective at all times. You related entities, may be relevant. If a policy does have should therefore take your own precautions against the potential for coverage,it is important that you tender possible virus infection, the defense promptly. Generally, insurers reimburse defense expenses only from the moment of tender; in IN-HOUSE AT'TORNEY-CLIENT PRIVILEGE addition, insurers may deny a defense entirely when it We may have the need from time to time to seek legal tender has been made too late in the case. We count on advice about our duties under rules of professional our clients to work with their insurance brokers to make conduct that apply to lawyers. For example, we might all relevant tenders, have conflict of interest issues that arise out of a dispute CONFIDENCES between us and a client over the handling of a matter. With rate exceptions, ethical rules prevent us from Historically, we have sought advice on such issues from disclosing to persons outside our firm confidential our in-house General Counsel, who is a member of the information that we have obtained from a client without firm, knowledgeable about the rules of professional first obtaining the client's permission to do so. In many conduct and responsible within our firm for providing engagements, however, we may work with persons such advice. If we consulted with independent counsel outside our firm who have been retained to perform outside of the firm,the resulting communications would services on the client's behalf, You agree that, in the be protected from disclosure by the attorney-client event such persons are retained on your behalf, we can privilege, and we believe that the same internal disclose to them information that is, in our judgment, communications with our General Counsel should also necessary to the performance of their duties and to the be protected from disclosure by the attorney-client representation of your interests. Our effective privilege, representation also may require disclosures of information among members of our firm, but we will However, at least one recent court decision indicates never make such disclosures unnecessarily. In addition, that communications involving a client matter between we are sometimes asked by third party rating agencies in-house counsel and members of a law firm may not be or prospective new clients to disclose representative protected by the attorney-client privilege unless the law engagements or transactions to them to demonstrate our firm first withdraws from representing the client or legal experience. In the absence of written notice from obtains the client's consent to consult on a privileged you to the contrary, we may elect to notify such third basis with its in-house counsel. parties of non-confidential matters on which we have represented you. Since it is important to you and us that we promptly exactly how much time and effort will be required to obtain whatever legal advice we need to follow the rules complete an engagement. This is especially true in of professional condu4 that we obtain such advice matters involving litigation or negotiation,where factors from in-house counsel without the delay of having to that are not within our control, such as the "scorched engage outside counsel, and that you not incur the earth" tactics of opposing counsel,often affect the time disruption and expense associated with our potentially we must spend and the ultimate fee. unnecessary withdrawal from representing you in order to seek such advice,you consent to members of our firm Each month before a bill is issued, we review recorded consulting with in-house General Counsel on an time entries to assess the nature, efficiency and quality attorney-client privileged basis with respect to our of the services performed and, in cases where there is a duties under the rules of professional conduct or any disparity between the value of services rendered and the other issues that arise out of our engagement, including recorded time value, the bill is adjusted as appropriate. any dispute between you and us over the handling of We may also consider factors other than recorded time any matter. value, such as the novelty or complexity of issues and problems encountered, the extent of responsibility CLIENT DEPOSITS involved, the results achieved, the efficiency of our Unless otherwise agreed, we will deposit any client work, and the customary fees for similar legal services retainer or other client funds in a pooled interest-bearing in arriving at a fair fee. trust account called an IOLTA account, a statewide procedure approved by the Supreme Courts of each state COSTS AND DISBURSEMENTS in which we practice whenever the amount of the funds, A variety of costs may be incurred in the course of out duration of the deposit and current interest rate will not representation of your interests. These costs may produce a positive net return after deducting the cost of include charges for postage, overnight courier services, establishing and administering the account, The interest in-house and outside messenger deliveries, conference accruing on such funds,net of transaction costs, is paid telephone charges, facsimiles, photocopies, document to a Supreme Court approved foundation,which uses it scanning, travel expenses, filing fees, witness fees, to provide lawyers to persons who cannot afford them. service of process and use of other service providers, The interest is not taxable to clients, Unless you request such as consulting experts and court reporters, We may otherwise, we will deposit your retainers and other also charge for computerized legal research services,as funds into the TOLTA account. If you do request the use of such services greatly reduces lawyer research otherwise in writing, we will establish a separate trust time and thus assists,in controlling the cost to you. account for your funds. In that event, interest earned, net of the financial institution's charges, will be Any disbursements that we make on your behalf are deposited in that trust account and taxable to you, done as a courtesy to you to avoid the need for you to deposit a separate cost retainer with us and to expedite FEES performance, You agree to reimburse us for all such Absent written agreement to the contrary,our fees will costs advanced upon receipt of our statement for them. be primarily based on the amount of time spent by Please note that billing for such costs may lag the actual lawyers, paralegals, and in some cases, other expenditures because of delays in the receipt of third- professionals or law clerks, Fees are determined by party bills and the posting of accounts. In certain multiplying the number of hours worked by the hourly circumstances, we may request that you pay expenses rate of the person performing the work. The rates directly to a consulting expert, court reporter, local charged will be those in effect for the particular counsel or other service provider, engagement at the time the work is performed, Our rates are based upon an individual's experience and PAYMENT OF INVOICES expertise, are reviewed at least annually and may be Unless otherwise agreed, invoices will be sent monthly adjusted without notice. reflecting work performed in the previous month, as well as expenses or disbursements incurred on your We are often asked to estimate the amount of fees and behalf, Payment is due upon receipt of our invoice,and costs likely to be charged in connection with a particular should be made by check or sent by wire transfer to matter. Whenever possible,we will be happy to furnish "Lane Powell PC," If we do not receive questions about such an estimate based on our best professional' the invoice within 30 days from the date of the invoice, judgment. However, it is important to understand that we will assume that you have reviewed the invoice and any such estimate is not a guaranteed maximum found it in order. amount. We generally cannot give maximum fee quotations because it is often not possible to predict Unless otherwise agreed, bills not paid within thirty If we determine that we are no longer able to represent (30)days shall accrue interest at a rate of nine percent you, we will abide by the applicable Rules of (9,%) per annum or three-quarters of a percent(0.75%) Professional Conduct regarding the withdrawal of per month. If any invoice remains unpaid for more than representation. Please peep in mind that we may sixty (60)days, we may, consistent with our ethical withdraw from representation for good cause and on obligations, cease performing legal services for you reasonable notice to you, "Good cause` includes,but is until you matte satisfactory arrangements to pay us. If not limited to: (l)your failure to cooperate with us as the delinquency continues, you agree that we may provided above and in the engagement letter; (2)your withdraw from representing you, pursue collection of failure to pay any invoice when due, or to replenish a your account, and recover the costs of collection, retainer as agreed;and(3)any fact or circumstance that including reasonable attorneys"fees from you. would render our continuing representation unlawful or unethical. Any withdrawal by us from representing you DELINQUENT ACCOUNTS may be subject to approval from any court in which we Should your account become delinquent,you agree that are appearing on your behalf we may withdraw from representing you and commence a legal ac-tion against you to collect the balance owing. QUESTIONS? These collection procedures have been established in We encourage you to be frank with us about how best fairness to the very high percentage of the firm's clients we can serve you. If you have any questions about any who pay their bilis each month as rendered, aspect of our arrangements, please do not hesitate to discuss them with the attorney responsible for your TERMINATION OF REPRESENTATION matter or with out,President. Both you and we have the right at any time to terminate the attorney-client relationship. If you decide to terminate the relationship, you must notify us Loa POWELL PC immediately of your decision in writing. Your termination of our representation does not eliminate your responsibility to pay for work performed prior to termination.