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Home My WebLink AboutLW12-313 - Original - Pacifica Law Group - Bond Counsel & Public Records Counsel - 10/22/2012 i YM470- Records M PDocument r' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Pacifica Law Group Vendor Number: JD Edwards Number Contract Number: fv\j 1i -3117 This is assigned by City Clerk's Office Project Name: Bond counsel for LTGO refunding bonds and public records counsel. Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 10/12/12 Termination Date: Notice Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Kim Komoto Department: Law Contract Amount: Hourly Rate for PRR Case and Bond Fee Schedule (attached) Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): _ I As of: 08/27/14 1191 2nd Avenue,Suite 2100 PAC I F I CA Seattle,Washington 96101.2945 T 206.245.1700 LAW GROUP - F 206.245.1750 pacificalawgroup.com October 12,2012 City of Kent c/o Tom Brubaker, City Attorney Civil Division, Law Department 220 Fourth Avenue South Kent, WA 98032 Re: Legal Representation Dear Tom: Thank you for selecting Pacifica Law Group LLP to serve as legal counsel for the City of Kent. Presently, you have asked the firm to serve as bond counsel on the City's limited tax general obligation refunding bonds, and litigation counsel on a public records dispute. 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. The principal factors in determining our fees on the public records matter will be the time and effort devoted to the matter and the hourly rates of the lawyers and paralegals involved. J will have primary oversight for Pacifica Law Group's representation of the City of Kent,but we assign other firm lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to meet the time constraints of the matter. My hourly rate for this work will be $300 and Greg Wong's hourly rate will be $225. Billing rates may be adjusted not more frequently than annually,usually on January 1. Pacifica will provide at least 30-days prior written notice of any billing rate increase. With regards to the public records matter,the above-stated rates are fixed,unless the City provides its prior,written approval to a billing rate increase. Subsequent to these preceding conditions, services performed after the effective date of the new rates will be charged at the new applicable rates. We do not charge for costs incurred internally (photocopying, long distance telephone charges, electronic legal research services and the like). However,to the extent we incur costs from outside vendors directly related to your work,these costs will be passed through to you without mark-up. We issue invoices for our fees and any disbursements on a monthly basis. These invoices include detail that most of our clients find sufficient,but please let me know at any time if more detailed information is needed on our invoices. We will provide you separate invoices for each individual matter handled by our firm. You can reach me at the office at 206.245.1718. For our services as bond counsel to the City of Kent, our fees are payable only upon closing of the bonds, based on the fixed fee schedule attached as Exhibit A. Stacey Lewis will have 10069 00002 bj12es14ms Tom Brubaker October 12, 2012 Page 2 primary oversight of bond counsel services for the City of Kent, and Deanna Gregory (partner), Mae McCullough(tax partner) and Kristin Patterson(paralegal) will also provide services as part of the City's bond counsel team. We issue invoices for our bond counsel fee at bond closing. As lawyers, we are of course regulated by ethical rules, including piles governing conflicts of interest, in the jurisdictions in which we practice. Based on our review of our records and the information you have provided regarding adverse or potentially adverse parties,the representation of the City of Kent on this initial public records litigation matter and as bond counsel on the City's limited tax general obligation refunding bonds does not create a conflict of interest for Pacifica Law Group. Please let us know immediately if you know of any other adverse or potentially adverse party names to check., or other names that you believe we should cheek. If you learn about significant name changes of any of the entities or about other parties you think may be adverse or potentially adverse,please advise us so our records can be updated. Our representation of the City of Kent does not include acting as counsel for any other entity related to the City of Kent or any official, employee, or other person unless such additional representation is separately and clearly undertaken by us. Pacifica Law Group represents many other companies, individuals and government agencies ("clients"). During the time we are representing the City of Kent we may be asked to represent: (1) other present or future clients in transactions, litigation or other disputes adverse to the City of Kent that are not substantially related to our representation of the City of Kent; and/or (2) in matters not substantially related to our work for the City of Kent,parties who have interests adverse to the City of Kent in matters we are handling for the City of Kent. We will not represent these persons or entities without your prior, written approval under the Rules of Professional Conduct. During our representation of you,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 I 10069 00002 bj12es14ins Tom Brubaker October 12, 2012 Page 3 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 of Kent,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. This letter confirms the terms and conditions on which Pacifica Law Group LLP will provide legal services to the City of Kent. Unless otherwise agreed in writing,the terms of this letter will also apply to any additional matters that we undertake at the City of Kent's request. If this letter correctly sets forth our understanding,please sign and date a copy of this letter and promptly retu n 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 ACCEPTED AND AGREED: THE CITY of KENT Na e: Tom Brubaker Title: City Attorney Date: 10069 00002 bjl2esl4ms Tom Brubaker October 12, 2012 Page 4 Exhibit A: Bond Counsel Fee Schedule I �sSye Size' r Gencral Obhgatton Revenue " Improvement '! Short term Revenue 60% of regular fee schedule below Notes or Loans $0-$500,000 (1) — — $10,000+$0.10 per $1,000 of issue size $500,00041,000,000 — — $12,000 + $0.10 per (1) $1,000 of issue size Less than$1,000,000 $8,000+ $0.10 per $10,000+ $0.10 — (2) $1,000 of issue size per$1,000 of issue size $1,000,00045,000,000 $15,000+$0.10 per $18,000 1 $0.10 $15,000 +$0.10 per $1,000 of issue size per$1,000 of $1,000 of issue size issue size $5,000,000- $20,000+ $0.10 per $23,000 +$0.10 $20,000 +$0.10 per $10,000,000 $1,000 of issue size per$1,000 of $1,000 of issue size issue size $10,000,000 and above $23,000 -{-$0.10 per $25,000+$0.10 $25,000 + $0.10 per $1,000 of issue size per$1,000 of $1,000 of issue size 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 charge 60%of the regular schedule. All bond counsel fees are included in fee matrix above. If the City requests that we serve as Disclosure Counsel for a bond issue in addition to serving as Bond Counsel, we propose a $15,000 fee per bond issue to prepare the preliminary and final official statements and deliver a 10b-5 opinion as Disclosure Counsel. 10069 00002 bjl2es14ms