HomeMy WebLinkAboutCAG2022-418 - Original - Stoel Rives, LLP Nathan Luce - Assistance With The Sale Of Naden Avenue Property to Avenue 55 - 10/24/2022Ap
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rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
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* Memo to Mayor must be attached
116903317.2 0099865-10006
Nathan A. Luce
600 University Street, Suite 3600
Seattle, WA 98101
D. 206.386.7611
nathan.luce@stoel.com October 18, 2022
VIA EMAIL
City of Kent
Christina Schuck, Deputy City Attorney
Civil Division | Office of the City Attorney
220 Fourth Avenue South, Kent, WA 98032
cschuck@KentWA.gov
Re: Engagement Letter and Request for Advance Waiver of Conflicts of Interest
Thank you for selecting Stoel Rives LLP (“Stoel Rives” or “Firm”) to represent the City of Kent (“Client”
or “you”). We appreciate the opportunity to act as counsel for you. This letter, and the attached Standard
Terms of Representation, set forth the terms on which Stoel Rives will provide legal services to you (“Terms
of Engagement”).
Scope of Engagement. You have engaged Stoel Rives to represent and advise you as counsel in connection
with the development of the Naden Assemblage (“Engagement”). As we discussed, by signing this
engagement letter, you acknowledge the limited scope of our engagement and the attendant risks in
proceeding without a full review. Unless otherwise agreed in writing, Stoel Rives has not agreed to represent
you in any other matter. If you engage Stoel Rives to represent you in any matters beyond the scope of the
Engagement, these Terms of Engagement shall apply to those matters.
Client Relationship. As we have discussed, you will be our client in the Engagement. To the extent that
you have affiliates not otherwise defined in this letter as clients, you agree that our representation of such
affiliate in the Engagement does not give rise to an attorney-client relationship between Stoel Rives and
any of these affiliates, and that Stoel Rives may represent clients adverse to these affiliates in matters
unrelated to this Engagement.
Advance Waiver. Stoel Rives represents companies, individuals, and government agencies in many
matters throughout many jurisdictions. During the time we are representing you, we may represent other
clients (“Firm clients”) in disputes or transactions adverse to you that are not substantially related to the
Engagement and do not materially limit our ability to represent you.
By signing this letter, you consent to our present and future representation of these Firm clients and other
adversaries/competitors pursuing developments in the City of Kent (including, by way of example, in
connection with land use, SEPA, development permits, and similar entitlement processes). This waiver
specifically does not apply to representation in any eminent domain matters, for which we would seek
separate waivers if and where appropriate. This consent, if provided, also allows Stoel Rives to take
positions adverse to either you, or any of your affiliates, in any of the above-described matters (whether
involving the same substantive areas of law for which you have retained the Firm or some other unrelated
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areas of law, and whether involving transactional, litigation, or advisory matters), so long as two conditions
are met: (1) the representation does not involve any work that we have done for you; and (2) the
representation would not place us in a position to use your confidential information adversely to you. This
consent, if provided, also allows Stoel Rives to disclose and/or characterize on behalf of i ts current and
future clients any publicly available information, such as your issued patents, published patent applications,
other publications, products, and the like, including in proceedings involving prosecution of patents and
trademarks before U.S. and foreign IP authorities.
Because the work that we have been asked to perform on the Engagement is unrelated to any present matter
we are handling adverse to you and under the terms of our agreement would be unrelated to any future
matters we may take on adverse to you, we do not believe that there is a material risk that your confidential
information will be used adversely to you. Similarly, the lack of a relationship between our work for you
under the Engagement and our work for other clients – current and future – suggests to us that there is little
risk that our efforts on your behalf will be affected. Although we do not believe that these factors would
affect your representation, you should review this yourself.
To ensure that any consent you provide is fully informed, I welcome any questions you have and
recommend that you review the issue of consent with independent counsel. Whether you do, however, is
up to you.
Principal Attorneys Handling Your Matter(s). I will be the attorney principally responsible for the
Engagement. However, as our representation progresses and issues arise, other attorneys at Stoel Rives may
become responsible for and handle certain aspects of our work for you. If you ever have any questions or
concerns about how we staff matters, please do not hesitate to let me know. Otherwise, we will use our
judgment to determine how to staff matters in the most cost-effective manner possible.
Fees. Unless we agree to other arrangements, the principal factors that determine our fees incurre d in
connection with the Engagement are the time devoted to the matter and the hourly rates of the attorneys
and staff involved in the matter. Our hourly billing rates for lawyers currently range from $265 per hour for
associates to $795 per hour for partners. My rate is $505 per hour. Time devoted by other professional staff
is charged at billing rates ranging from $210 to $380 per hour. These billing rates are subject to change
from time to time and are adjusted at least annually. Legal services provided after the effective date of the
new rates will be charged at the new applicable rates. As explained in the enclosed Standard Terms of
Representation, we may take other factors into consideration in determining our fees.
Billing and Payment. Unless otherwise agreed, we will send invoices for our legal fees and expenses on a
monthly basis. Our invoices include narratives of the legal services performed and itemize expenses
incurred by Stoel Rives in connection with the Engagement. If you would like additional information about
any of our invoices, please let me know. Payment is due within 30 days after the date of the invoice. The
enclosed Standard Terms of Representation contains additional information regarding our billing processes
and payment terms.
In-Firm Communications. From time to time, issues may arise relating to our duties under the professional
conduct rules that apply to lawyers. These issues may involve conflict of interest questions or even a dispute
between Stoel Rives and a client over how we have handled a client matter. When such issues arise, we
may seek the advice of our Firm Counsel and loss prevention partners. We consider such consultations to
be attorney-client privileged communications. We believe that it is in our clients’ interests, as well as Stoel
Rives’ interest, that when legal ethics or related issues arise during a representation, we obtain expert
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analysis of our obligations. Accordingly, 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 internal or outside
counsel, we have your consent to do so and that our representation of you shall not waive any attorney -
client privilege Stoel Rives may have regarding the confidentiality of our communications with counsel.
If the Terms of Engagement meet with your approval, please promptly sign the letter in the space below
and return a copy to me so that we may begin work. Please call or email me if you have any questions.
Once again, let me say how pleased we are that you have entrusted Stoel Rives to represent you in the
Engagement. We look forward to working with you.
Very truly yours,
Nathan A. Luce
THE UNDERSIGNED ACKNOWLEDGES AND ACCEPTS THE TERMS OF ENGAGEMENT,
AND CONSENTS TO STOEL RIVES’ REPRESENTATION NOTWITHSTANDING THE
CONFLICTS OF INTEREST DESCRIBED ABOVE.
CITY OF KENT
By: _____________________________________
Title: _____________________________________
Date: _____________________________________
City Attorney10/24/2022
October 18, 2022
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116903317.2 0099865-10006
STANDARD TERMS OF REPRESENTATION
Fees. Unless otherwise agreed to in writing by the Client and Stoel Rives, the principal basis for computing our fees
for the legal services we provide will be the amount of time spent on the matter by various lawyers and legal assistants
multiplied by their individual hourly billing rates. Other factors we may consider in setting our fee include the novelty
and difficulty of the questions involved; the skill required to perform the services properly; the experience, reputation,
and ability of those performing the services; the time limitations imposed by the Client or the circumstances; the
amount involved; and the results obtained.
Costs. We will include in our statements separate charges for services such as copying, messenger and delivery
service, travel, and filing fees. Unless otherwise agreed to in writing, the Client authorizes us to retain any
investigators, consultants, or experts necessary in our judgment to represent the Client’s interests in the specified
matter. Their fees and expenses generally will not be paid by us but will be billed directly to the Client.
Estimates. We are often requested to estimate the amount of fees and costs likely to be incurred in connection with a
particular matter. Because fees and costs are usually not predictable, we ge nerally make no commitment to the Client
concerning the maximum fees and costs that will be necessary to resolve or complete the matter. Any mention by us
of fees and costs is only an estimate. It is also expressly understood that your obligation to pay ou r fees and costs is
in no way contingent on the ultimate outcome of the matter.
Client Responsibilities. You agree to pay our statements for services and expenses as agreed in the Terms of
Engagement. In addition, you agree to be candid and cooperative wit h us and keep us informed with complete and
accurate factual information, documents, communications, and other material relevant to the subject matter of our
representation or otherwise reasonably requested by us. You also agree to make any necessary busin ess and strategy
decisions in a timely manner. Because we need to be able to communicate with you regarding the representation, you
agree to keep us advised of name, address, telephone number, contact person, or email address changes.
Advice about Possible Outcomes. From time to time, we may express opinions or beliefs concerning the matter or
various courses of action and the results that might be anticipated. Any such statement made by any of our lawyers is
an expression of opinion only, based on informa tion available to us at the time, and should not be construed by you
as a promise or guarantee.
Electronic Communications. It is likely that, during the course of this engagement, you and Stoel Rives will use
electronic devices and internet services (which may include unencrypted email, mobile phones, voice over Internet,
electronic data/document websites, and other technology) to communicate and transfer documents. Although the use
of this technology involves some degree of risk that third parties may access confidential communications, we believe
and, by signing the engagement letter, you agree that the benefits of using this technology outweigh the risk of
accidental disclosure. Nevertheless, just as we have policies and systems in place designed to make our electronic
communications with you reasonably secure, it is equally important that you communicate with us in a manner that
reasonably protects the confidentiality of information we share and any attorney-client privilege that may apply to our
communications. This means that you should not use any computers or other electronic devices, networks, or internet
addresses that are owned, controlled, or may be accessed by others to send or receive confidential information to or
from us. Any device you use should be password protected and not accessible for use by any third party.
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Responding to Subpoenas and Other Requests for Information. If we are required to respond to a subpoena or
other formal request from a third party or a governmental agency for our rec ords or other information relating to
services, we have performed for you, or to testify by deposition or otherwise concerning such services, we will first
consult with you as to whether you wish to provide the information demanded or assert the attorney -client privilege
to the extent you may properly do so. In such circumstances, you agree that you will reimburse us for our time and
expense incurred in responding to any such demand, including, but not limited to, time and expense incurred in
searching for information and photocopying costs, reviewing documents, appearing at depositions or hearings, and
otherwise litigating issues raised by the request.
Termination of Engagement. You may, at any time, terminate our representation upon written notice to us. We
reserve the right to withdraw from our representation as required or permitted by the applicable rules of professional
conduct upon written notice to you. Your termination or our withdrawal will not relieve you of your obligation to pay
for services already rendered, including work in progress and incomplete at the time of termination, and to pay for all
expenses incurred on your behalf by us through the termination or withdrawal date.
Conclusion of Representation; Retention and Disposition of Documents. Unless previously terminated or
otherwise agreed, our representation will conclude and the attorney -client relationship will terminate automatically
upon the occurrence of either of the following: first, 30 days following the date on which we send you a f inal statement
for services rendered in the matter(s); or second, in the event a final statement for services is not sent, when 12 months
have elapsed with no meaningful billable services provided to the Client. Thereafter, should you reengage us to
represent you, you agree that the terms of this letter shall apply to any matters that we handle for you unless a new
engagement letter has been signed. At your request, client documents and property will be returned to you upon receipt
of payment for outstanding fees and costs, although we reserve the right to copy any documents we deem appropriate.
Our files and documents pertaining to the matter will be retained by us for ten years after the termination of a matter,
without further notice to the Client.
Post-engagement Matters. The Client is engaging us to provide legal services in connection with a specific matter.
After completion of the matter, changes may occur in the applicable laws or regulations that could impact the
Client’s future rights and liabilities. Unless the Client engages us after the completion of the matter to provide
additional legal advice or services on issues arising from the matter, we have no continuing obligation to advise the
Client on such issues or on future legal developments, including docketing milestones, making additional or
continuation filings, monitoring renewal or notice dates or similar deadlines that may arise with respect to the
matter, pursuing appeals, or taking other steps on the Client’s behalf to protect its interests .
1
Finn, Kelly
From:Ralph, Dana
Sent:Friday, October 21, 2022 3:26 PM
To:Schuck, Christina
Cc:Fitzpatrick, Pat; White, Tammy; Finn, Kelly
Subject:RE: Naden - Ave 55 - New Attorney Engagement Letter
Christina,
Thank you for the background on this request. Please consider this my approval to move forward with retaining the
services of Mr. Luce for Naden related assistance.
Thanks,
Dana Ralph, Mayor
Administration | Office of Mayor Dana Ralph
220 Fourth Avenue South, Kent, WA 98032
Phone 253-856-5700 | Fax 253-856-6700
dralph@KentWA.gov
CITY OF KENT, WASHINGTON
KentTV21.com Facebook Twitter YouTube Instagram
From: Schuck, Christina <CSchuck@kentwa.gov>
Sent: Friday, October 21, 2022 2:43 PM
To: Ralph, Dana <DRalph@kentwa.gov>
Cc: Fitzpatrick, Pat <PFitzpatrick@kentwa.gov>; White, Tammy <TWhite@kentwa.gov>; Finn, Kelly <KFinn@kentwa.gov>
Subject: Naden ‐ Ave 55 ‐ New Attorney Engagement Letter
Mayor,
We are seeking your approval to retain Nathan Luce as our outside counsel to assist with the
sale of the City’s Naden Avenue property to Avenue 55. Previously, we had consulted with Beth
Clark on this matter, but she has since retired. Nathan worked with Beth at Stoel Rives and
before that when they were both at Foster Pepper (now Foster Garvey).
Under KCC 3.70.220(E), Tammy has the authority to retain Mr. Luce and his firm Stoel Rives
without further approval of Council, if you approve and expenses stay within established
budgets. As I understand it, previously, ECD paid Beth Clark through existing budgeted funds. I
talked with Kurt about hiring Mr. Luce now that Beth has retired.
Mr. Luce’s hourly rate is $505 per hour. This is higher than our usual outside counsel rates for
things like employment matters and eminent domain, but competitive for his practice area. Beth
Clark’s rate was $565. We plan to use his services judiciously and as back up for the work we
will do in-house.
If you grant approval for our retention of Nathan Luce, can you please confirm that approval by
responding to this email? Tammy will then sign off on the engagement letter and we’ll route a
copy to the Clerk’s Office to retain.
2
Thank you,
Christina
Christina Schuck, Deputy City Attorney
Civil Division | Office of the City Attorney
220 Fourth Avenue South, Kent, WA 98032
Desk: 253-856-5788
Cell: 206-532-3225
cschuck@KentWA.gov
CITY OF KENT, WASHINGTON
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