HomeMy WebLinkAboutCAG2023-603 - Original - Ogden Murphy Wallace, PLLC - Defense in Kent's Half Lion Public House, LLC Bankruptcy Claim - 11/30/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
T. Reyes-Selden for T. White Law
Date Sent: Date Required:
0 12/04/2023 N/A
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant? Yes ZNo
TBD
Budget?:Yes:No Type: N/A
Vendor Name: Category:
Ogden Murphy Wallace, PLLC Contract
Vendor Number: Sub-Category:
= 34908 Original
0
Project Name: Half Lion Public House, LLC
E
0 Project Details: Half Lion Public House has filed bankruptcy and it is necessary to
� p Y Y
C retain an attorney to defend the City's claims in bankruptcy court.
C
a)
4) Agreement Amount: N/A Basis for Selection of Contractor: Direct Negotiation
4) *Memo to Mayor must be attached
3- Start Date: 11/30/2023 Termination Date: Unknown
Im
Q �No* If meets requirements perKCC3.70.700,pleosecomplete"VendorPurchase-LocolExceptions"formonCityspoce.
Local Business?�Yes
Business License Verification:Yes:ln-Process[Z]Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
E:]Yes�✓ No CAG2023-603
Comments:
Approved, 11/30/2023, TW.
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Date Routed to the City Clerk's Office: 12/4/23 Interlocal Agreement has been uploaded to website:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
CEDE N OGDEN MURPHY WALLACE,PLLC T 206.447.7000 OMWLAW.COM
901 FIFTH AVENUE,SUITE 3500 F 206.447.0215
MU P H Y SEATTLE,WA 98164-2008
WALLACE
ATTORNEYS
William F. Malaier, Jr.
206-447-2237
wmalaier@omwlaw.com
November 30, 2023
VIA ELECTRONIC MAIL TO: along@kentwa.gov
Ms. Tammy White
City Attorney
City of Kent, Washington
220 4th Ave. S.
Kent, WA 98032
Re: Engagement Agreement
Dear Ms. White:
Thank you for engaging our firm to represent the City of Kent, Washington (hereafter, the "City"),
in connection with the Chapter 11 bankruptcy case filed by Half Lion Public House, LLC in the
United States Bankruptcy Court for the Western District of Washington under Bankruptcy Case No.
23-42006-MJH (the "Bankruptcy Case"). The purpose of this letter is to confirm that we represent
the City, to outline how our services will be provided, and to welcome the City as a client of our
firm.
Terms of Engagement
In our representation of clients, we think it is critical that our clients and the firm share the same
understanding of the attorney-client relationship. To that end, you will find enclosed a copy of our
Terms of Engagement. The Terms of Engagement describes more particularly how we will serve
the City. This engagement letter and the Terms of Engagement set forth our agreement with the
City. Please review both carefully and let us know whether you have any questions or comments
regarding this relationship.
Legal Fees
The City will be billed for our services on an hourly basis. My present billing rate for this matter,
which is subject to change without notice, is $500.00 per hour. Associate attorney billing rates vary
from$320.00 to $360.00 per hour. Members' billing rates range up to $725.00 per hour.
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Ms. Tammy White
November 30, 2023
Page 2
Advance Fee Deposit To Commence Representation
My firm will not require its customary advance fee deposit to commence representation of the
City in connection with the matters identified in the "Scope of Services" set forth herein. Our
fees and costs will be billed to the City on a monthly basis. However, as our representation
progresses, we may require the City to advance additional funds in order to maintain a balance in
the trust account. That decision will be made periodically as we move forward.
Supervising Attorney and Assistance
As supervising attorney, I will be responsible for seeing that the work is carried out in an
efficient and economical manner. I may be assisted by other attorneys and legal assistants in our
office. They are all bound to the City by the same duties of loyalty and confidentiality that bind
me.
Scope of Services
You have agreed that we should undertake the following services as are reasonably required to
assist the City. By your signature on this letter you acknowledge that we represent the City
regarding:
Preparation and filing of a proof of claim in the Bankruptcy Case; advice and
counsel, on an as-needed basis, in connection with the City's unsecured claim
against the bankruptcy estate in the Bankruptcy Case, including but not limited to
issues pertaining to assumption or rejection of the City's lease with the Debtor;
Excluded Services
The fee does not include appearance on the City's behalf in any other litigation in state or federal
courts (including any adversary proceeding in the Bankruptcy Case), nor representation of the
City in a receivership, bankruptcy or insolvency proceeding instituted on its behalf. While we
would be happy to represent the City in those regards (to the extent possible and upon mutually
agreeable terms), any such work would require execution of a distinct fee agreement, as well as
an additional advance fee deposit as we may determine on a case by case basis.
Other Matters
The provisions of this letter and the attached Terms of Engagement shall apply to any other work or
matter for which the City engages us, except to the extent contingent fees or flat fees are otherwise
agreed.
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Ms. Tammy White
November 30, 2023
Page 3
We appreciate your expression of confidence in Ogden Murphy Wallace,P.L.L.C. and would like to
assure you that we will do our best to provide the City with high quality legal services. If you have
any questions or concerns during the course of our relationship, we encourage you to raise them
with me or our Managing Member, Geoff Bridgman.
If you are in agreement with the provisions of this engagement letter and the attached Terms and
Conditions,please sign this letter where indicated below and return it to me for our file.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
WILLIAM F. MALAIER, JR.
AGREED AND ACKNOWLEDGED
I HEREBY ACCEPT AND AGREE TO the Terms and Conditions as stated herein.
CITY OF I� 'NT,WASHINGTON
By:
Prin : Ta . y W site
Its: CA l Atto ley
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OGDEN MURPHY WALLACE,P.L.L.C.
TERMS OF ENGAGEMENT
General Rates
The usual basis for determining our fees is the time expended by attorneys, paralegals and legal
assistants of the firm. The rates for our services may change from time to time without notice,
usually in September. Our current rate schedule is always available upon request. Whenever it is
appropriate, we will use associate attorneys, law clerks or legal assistants in our office to keep your
costs as low as possible.
Other Factors in Rates
Although time expended and costs incurred are usually the sole basis for determining our fees, by
mutual agreement billings to you for legal services may, in some instances, be based on a more
comprehensive evaluation of the reasonable value of the firm's services. The firm is committed to
charging reasonable fees for its services. In certain situations, factors other than the amount of time
required will have a significant bearing on the reasonable value of the services performed. Such
factors include: the novelty and complexity of the questions involved; the skill required to provide
proper legal representation; familiarity with the specific areas of law involved; the preclusion of
other engagements caused by your work; the magnitude of the matter; the results achieved;
customary fees for similar legal services; time limitations imposed by you or by circumstances; and
the extent to which office forms and procedures have produced a high quality product efficiently.
In circumstances where our fees will be based on or include factors other than our normal hourly
charges and costs, we will notify you promptly and prior to proceeding. Any basic document fee
which we may charge in your business matters has been and will be set in light of these various
factors.
Billine Fees and Costs
We will bill you on a regular basis, normally each month, for all the time spent on your project and
for other costs incurred relating to our work or on your behalf. The activities for which our time
will be billed will include: conference time, whether in person or on the telephone; document
preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and
legal research and analysis; travel on your behalf, and other matters directly pertinent to and related
to your business and/or litigation matters handled by our firm. Typical of the costs for which you
will be billed would be: filing fees; delivery fees; computer assisted legal research; copying; long
distance telephone charges; charges of outside experts and consultants; and travel.
Payment; Interest
You agree to make payment within thirty (30) days of receipt of our monthly statement.
Outstanding balances that are not paid when due will accrue interest at the rate of one percent
compounded monthly from the date of invoice until paid.
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Advance Fee Deposit
New clients are usually requested to provide an advance fee deposit to the firm. The advance fee
deposit is placed in a trust account as described below, and fees and expenses for legal services are
then charged against the account. Paying an advance fee deposit does not relieve the client's
obligation to pay monthly invoices. If an invoice remains unpaid, the firm reserves the right to
apply the advance fee deposit to the unpaid balance and require an additional advance fee deposit
before commencing further work. At the conclusion of our legal representation or at such time as
the deposit is unnecessary,the remaining balance or an appropriate part of it will be returned to you.
Trust Deposits
All trust deposits from you will be held in a client trust account. By court rule in Washington, funds
deposited to a trust account are subject to IOLTA(Interest on Lawyers Trust Account)participation
in a pooled trust account. The exception is when the deposit is large enough to earn interest in
excess of bank and administrative costs, and you request that it be held in a separate account, in
which case the interest earned will be added to the deposit for your benefit and will be taxable
income to you. IOLTA funds are used to support law-related charitable and educational activities.
Termination
You may terminate our representation at any time, with or without cause, by notifying us. Upon
such action, all fees and expenses incurred before the termination are due to the firm. If such
termination occurs, your original papers will be returned to you promptly upon receipt of payment
for outstanding fees and costs. If you wish to have a copy of your file at the conclusion of our
representation,we will provide it to you at the current copy rate per page then in effect at this firm.
Estimates
You may, from time to time, ask us for estimates of our fees and expenses either in whole or in part.
We are hesitant to give estimates because of their potential inaccuracy. However, if you require it,
and if we do provide you with such estimates, they will be based upon our professional judgment,
but always with a clear understanding that it is not a maximum or fixed fee quotation. We cannot
guarantee that the actual fees and expenses will be at or below the estimates because of factors
outside the control of the firm.
Confidentiality and Electronic Communications
We owe a duty of confidentiality to all of our clients. Accordingly, you acknowledge that we
will not be required to disclose to you, or to use on your behalf, any information in our
possession with respect to which we owe a duty of confidentiality to another current or former
client. In addition, unless you advise us to use some other form of communication, we intend to
use various communications devices in the normal course (which may include wired or wireless
e-mail, cellular telephones, voice over Internet and electronic data/document web sites) to
communicate with and send or make available documents to you and others. Absent special
arrangements or circumstances, we do not employ encryption technologies in our electronic
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communications. Although there is some security risk with the current technology, we believe
the benefits from using this technology outweigh the risk of accidental disclosure. By signing
this letter,you consent to the use of these communication methods without encryption.
Dispute Resolution
If you disagree with the amount of our fee, please take up the question with your principal attorney
contact or with the firm's managing member. Typically such disagreements are resolved to the
satisfaction of both sides with little inconvenience or formality. Any disputes relating to these
Terms of Engagement or the accompanying engagement letter(collectively this "agreement") or the
amount of legal fees related thereto, will be submitted to arbitration through the American
Arbitration Association (the "AAA") in Seattle, Washington, according to its then-effective rules,
and Ogden Murphy Wallace, P.L.L.C. and you agree to be bound by the results of such arbitration.
Arbitration expenses shall be borne equally by the parties. In the event of non-payment such that we
have to pursue collection of your account, you agree to pay the costs of collecting the debt,
including court costs and fees, and a reasonable attorney's fee.
Withdrawal
We reserve the right to withdraw from representing you if, for any reason, our fees are not timely
paid in accordance with this agreement, or for any other appropriate cause.
Disclaimer
You acknowledge that we have made no guarantees regarding the disposition, outcome, or results of
your legal or business matters, and all expressions we have made relevant thereto are only our
opinions as lawyers based upon the information available to us at the time. Our beginning work on
your behalf will constitute your acceptance of this agreement unless we receive a written objection
from you within fourteen(14)days of the date of the accompanying engagement letter.
Conclusion
Thank you for retaining our firm. We look forward to working with you.
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