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HomeMy WebLinkAbout000207 Original ContractSeptember 9, 2011 Mr. Kent Myers City Manager, City of Port Angeles PO Box 1150 Port Angeles, WA 98362 Mr. William Bloor, Esq. City Attorney, City of Port Angeles PO Box 1150 Port Angeles, WA 98362 7ACIFICA Sent via email Re: City of Port Angeles Bond Counsel Services Dear Kent and Bill: City of Port Angeles Record #000207 1191 Second Avenue, Suite 2100 Seattle, WA 98101 -2945 Phone: 206 245 1700 Fax: 206.245.1750 Thank you for selecting Pacifica Law Group LLP to serve as bond counsel to the City of Port Angeles, Washington (the "City in connection with the City's Electric Revenue Refunding Bond, Series 2011 (the "2011 Bond This letter will also apply to any additional matters that we undertake at your request, unless otherwise specified in a separate engagement letter addressing that matter. Our fees for bond counsel services are based on the principal amount of the bonds actually issued, plus out -of- pocket costs. For the 2011 Bond we would propose to charge $8,500 for our legal fees, including all costs. For bond counsel services, we will deliver a statement for our fees at or shortly after the closing of the bonds. We have attached a proposed fee schedule for future bond issues and other matters that we undertake at your request. Please let us know if you would like to discuss the proposed fees, we are happy to make an arrangement that works the best for the City. Stacey Crawshaw -Lewis (bond partner), Mac September 9, 2011 Page 2 McCullough (bond partner, specializing in Federal tax law), Jon Jurich (bond associate), and I will be the main contacts for City bond matters. I will have primary oversight for Pacifica Law Group's representation of the City. You can reach me at the office at 206.245.1716 or any of the attorneys at Pacifica Law Group at 206.245.1700. As lawyers, we are of course regulated by ethical rules, including rules governing conflicts of interest, in the jurisdictions in which we practice. Based on our review of our records, the representation of the City on this initial matter does not create a conflict of interest for Pacifica Law Group. Please let me know immediately if there are other adverse or potentially adverse party names to check, or other names that you believe we should check. If you learn about significant name changes of any of the entities or about additional adverse or potentially adverse parties, please advise us so our records can be updated. Our representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equity holder, employee, family member or other person unless such additional representation is separately and clearly undertaken by us. During our representation of the City, there may from time to time be issues that raise questions as to our duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between us and a client over the handling of a matter. Under normal circumstances when such issues arise we would seek the advice of our Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Historically, we have considered such consultations to be attorney client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the client and Pacifica Law Group and that our consultation with Pacifica Law Group's counsel may not be privileged, unless we either withdraw from the representation of the client or obtain the client's consent to consult with Pacifica Law Group's counsel. We believe that it is in our client's interests, as well as Pacifica Law Group's interest, that in the event legal ethics or related issues arise during a representation, we receive expert analysis of our obligations. Accordingly, as part of our agreement concerning our representation of the City, you agree that if we determine in our own discretion during the course of the representation that it is either necessary or appropriate to consult with our firm counsel (either Pacifica Law Group's internal counsel or, if we choose, outside counsel) we have your consent to do so and that our representation of you shall not, thereby, waive any attorney client privilege that Pacifica Law Group may have to protect the confidentiality of our communications with counsel. March 13, 2015 Bill Bloor City Attorney City of Port Angeles 321 East Fifth Street Port Angeles, Washington 98362 Re: Consent and Waiver —Port of Port Angeles _ Dear Mr. Bloor: 000207 i 206.245.1700 1191 2nd Avenue, Suite 2100 Seattle, WA 98101-2945 pacificalawgroup.com Pacifica Law Group LLP ( "Pacifica ") has been asked by the Port of Port Angeles (the "Port") to provide legal advice in connection with the creation of a Composite Recycling Technology Center and related matters (the "Project "). As you know, Pacifica serves as bond counsel to the City of Port Angeles (the "City "). In such circumstances, the rules of professional conduct generally require us to obtain the informed consent of the Port and the City. We do not see any risk that information confidential to the City will be disclosed or used in a manner adverse to its interests. Nevertheless, the City should consider these matters for itself and should determine, with the assistance of independent legal counsel if it desires, whether it agrees with our conclusions and is prepared to provide its informed consent to our representation of the Port as outlined herein. We have asked the Port to consent in writing to Pacifica's prior and continued representation of the City and to agree that the Port will not assert, in any forum or in any manner, that any ethical or other impediments exist to our representation of the City. We will expect that consent to be forthcoming. In any event, the City's consent, upon which we will rely, is conditioned upon this counterpart consent from the Port. Thank you very much for your consideration of this matter. If you have any questions or concerns, please feel free to contact me. If, after such review as you believe appropriate, the City is willing to (1) consent to Pacifica's proposed representation of the Port; (2) agree that the City will not object to our representation of, or seek to disqualify us from representing, the Port in this matter; and (3) waive any conflict that otherwise could be said to be presented, please sign the enclosed counterpart of this letter in the space provided and return it to us for our files. This consent does not extend to Pacifica's representation of the Port in the event that the Port or the Elizabeth Pauli Page 2 City become involved in a claim or dispute that may or actually does result in litigation, unless the parties enter into a prior written agreement to allow for that representation. We appreciate your consideration with respect to this matter. Sincerely yours, PACIFICA LAW GROUP LLP Deanna Gregory ACCEPTED AND AGREED: CITY OF PORT ANGELES By Date: `4 92015 September 9, 2011 Page 3 This letter confirms the terms and conditions on which Pacifica Law Group will provide legal services to the City. Unless otherwise agreed in writing, the terms of this letter will also apply to any additional matters that we undertake at the City's request. If this letter correctly sets forth our understanding, please sign and date a copy of this Letter and promptly return it to me. If you have any questions about this letter or generally about our services or bills, please call me at any time. We look forward to working with you and thank you for placing your confidence in Pacifica Law Group. Sincerely yours, PACIFICA LAW GROUP LLP 072,041”-- Enclosure: Schedule of Charges ACCEPTED AND AGREED: THE CITY OF PORT ANGELES S .,J Name: Kent -rs Title: City if ger, City of Port Angeles Date: ef /1.2 ia-a (I Proposed Fee Schedule: Semee;Category Specialized Services Bond Issuances: Development and implementation of rating upgrade strategy Normal rating presentation General advice, recommendations not related to a specific bond issue Other services if on a different basis Services at time of issuance Overhead (coping, faxes, etc.) and travel Other fees Included in fee matrix below (no additional charge) 1 Included in fee matrix below (no additional charge) Included in fee matrix below (no additional charge) All bond counsel fees are included in fee matrix below. We propose a $14,000 fee per bond issue to prepare the preliminary and final official statements and deliver a 10b- 5 opinion as disclosure counsel. 1 See fee matrix below Included in fee matrix below (no additional charge) We propose to charge a discounted hourly rate for all Pacifica attorneys performing work for the City that cannot be allocated to our role as bond counsel (and therefore be absorbed in the fee matrix below), subject to annual adjustments. Services at time of Issuance: Short term Revenue Notes or Loans $0- $500,000 (1) $500,000- $1,000,000 (1) Less than $1,000,000 (2) $1,000,000 $5,000,000 $5,000,000- $10,000,000 $10,000,000 and above 60% of regular fee schedule below $8,000 $0.10 per $1,000 of issue size $15,000 $0.10 per $1,000 of issue size $20,000 $0.10 per $1,000 of issue size $23,000 $0.10 per $1,000 of issue size $10,000 $0.10 per $1,000 of issue size $18,000 $0.10 per $1,000 of issue size $23,000 $0.10 per $1,000 of issue size $25,000 $0.10 per $1,000 of issue size $10,000 $0.10 per $1,000 of issue size $12,000 $0.10 per $1,000 of issue size $15,000 $0.10 per $1,000 of issue size $20,000 $0.10 per $1,000 of issue size $25,000 $0.10 per $1,000 of issue size (1) LID bonds only. (2) General Obligation and Revenue Bonds only. We do not charge in the event the bonds are not issued. The fees would be lower if the bond issue is privately placed, such as with a bank. For bank loans, we would charge 60% of the regular schedule. PACIFICA LAW GROUP LLP 2011 SCHEDULE OF STANDARD CHARGES STANDARD UNIT DESCRIPTION OF CHARGE: CHARGE BASIS Photocopying/Image Printing $0.15 Each copy Color Copying/Printing $1.00 Each copy Legal Research: The Firm pays for Lexis and Westlaw under monthly fixed fee contracts. The actual, monthly fixed fee is allocated to all users of the database each month, and client charges for such usage are directly proportional to the actual research conducted on their behalf. Long Distance Telephone Calls: The charge for long distance calls is based on the actual time length of the call placed at rates that reasonably approximate our costs. Secretarial Overtime: As required by client specific circumstances, secretarial overtime will be charged at the Firm's average hourly rate for secretarial overtime. The following are examples of items that will be charged at their out -of- pocket cost to Pacifica Law Group: Courier (Federal Express, UPS, etc.) Business Meals Off -site Storage Retrieval