HomeMy WebLinkAboutCAG2024-050 - Original - Foster Garvey, PC - Legal Services Engagement Letter - 02/05/2024 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T 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:
c 02/06/2024 N/A
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant?[:]YesZNo
Budget?R]Yes:No Type: N/A
Vendor Name: Category:
Foster Garvey, PC Contract
Vendor Number: Sub-Category:
= 2168481 Original
0
Project Name: Legal Services - Engagement Letter
E
C Project Details:Retention of Foster Garvey, PC to provide legal services in the form of legal
C assistance and advice to the City of Kent regarding updates to the Civil Service Rules
*, and related issues.
C
d
E Agreement Amount: Basis for Selection of Contractor: Other
47 `Memo to Mayor must be attached
3- Start Date: 2/5/2024 Termination Date:
Im
Q Local Business?F_1YesP'1No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
F1YesF]No CAG2024-050
Comments:
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Date Routed to the City Clerk's Office: 2/7/24 Interlocal Agreement has been uploaded to website:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
Foster1111 Third Avenue Main!206.447.4400
Carve Suite 3000 Fax:206.447.9700
Y Seattle,WA 98101 foster.com
Direct Phone: 206.447.8971
steve.diiulio65�foster.com
February 5, 2024
SENT VIA EMAIL -twhite&kentwa.gov
City of Kent
Tammy White
City Attorney
220 Fourth Ave. S.
Kent, WA 98032
Re: Foster Garvey PC Engagement for Legal Services
Dear Ms. White:
Thank you for the continuing opportunity to represent the City of Kent ("you" "Kent" or the
"City") in the matter described below. This letter and the enclosed Terms of Engagement confirm our
agreement regarding the terms under which you further engage Foster Garvey P.C.
Our Engagement
Our engagement will be limited to assistance and advice to the City regarding updates to its Civil
Service Rules and related issues. Of course, the scope of our engagement may be expanded by written
mutual agreement. This letter and enclosure will govern any additional matter or service we undertake
for you, except as otherwise specified in a separate letter or email addressing that matter.
Our Fee Arrangement
Our fees are principally based on hourly rates. My hourly rate for this engagement is $800.00. We
review and adjust our billing rates from time to time, typically on January 1. The enclosed Terms of
Engagement provides additional information regarding fees, disbursements, billing and payment, and
termination of our representation should payment not be made or other circumstances warrant.
Other Agreements
You agree to pay our invoices on a timely basis. You also agree to provide us with complete and
accurate information relevant to our representation of you, to cooperate fully, and to make any necessary
decisions in a timely manner. In addition,you agree to notify us promptly of any change of circumstances
affecting the representation or our ability to contact you.
FG: 102377107.2
SEATTLE PORTLAND WASHINGTON,D.C. NEW YORK SPOKANE BEIANG
City of Kent
February 5, 2024
Page 2
From time to time, either at the outset of our representation or as the matter proceeds, we may
express opinions or beliefs concerning various courses of action and the results that might be anticipated.
You acknowledge that any such statement is an expression of opinion only,based on information available
to us at the time, and is not a guarantee.
In some engagements questions may arise regarding our duties under the rules of professional
conduct that apply to lawyers. These questions might concern a potential conflict of interest or a dispute
between the firm and a client over the handling of a matter. Generally, when such issues arise, we seek
the advice of our firm counsel, who has expertise in such matters. We consider such consultations to be
attorney-client privileged communications between firm personnel and counsel for the firm. We believe
it is in our clients' interest, as well as the firm's interest that we obtain expert analysis of our obligations
when legal ethics or related issues arise during a representation. Accordingly, you agree that, if we
determine in our own discretion that it is necessary or appropriate to consult with our internal or outside
counsel during the course of the representation, we have your consent to do so, at our expense, and that
our representation of you shall not, thereby, waive any attorney-client privilege that we may have to
protect the confidentiality of our communications with firm counsel.
Foster Garvey represents many other companies, individuals and government agencies, including
King County, the Kent School District, and the City of Auburn, as discussed below. During the time we
represent you, we may be asked to represent:
(1) other present or future clients in transactions, litigation or other disputes that are directly
adverse to you but are not substantially related to our representation of you;
(2) parties who are considered directly adverse parties in matters we handle for you, provided
that our work for these directly adverse parties would be limited to matters that are not
substantially related to our work for you; and/or
(3) you in future transactions,litigation, or other disputes adverse to other firm clients in matters
not substantially related to our work for those other firm clients.
Your signature below constitutes your consent to allow Foster Garvey to undertake such future
representations without the need to obtain any further or separate approval from you, as long as the
representations described in(1)and(2)above: (a)are not substantially related to, and are not concurrently
handled by firm lawyers and paralegals who have participated in,work we have done or are doing for you;
and (b) subject to the rules of professional conduct, we notify you as promptly as practicable after our
undertaking of such representations. Of course, we will not use any proprietary or other confidential
nonpublic information concerning you that we acquired as a result of our representation of you in any
matter in which we represent another client adverse to you.
Conflict of Interest
Foster Garvey currently represents the City of Auburn("Auburn")in an annexation of a municipal
island property in proximity to the City of Kent, which means Kent is adverse to Auburn. We understand
that Kent and Auburn have been working on this issuefor some time, prior to our recent engagement as
Interim Auburn City Attorney. But these concurrent representations give rise to a conflict of interest.
In accordance with Washington's Rules of Professional Conduct, our firm may not represent
another client adverse to a current client without the informed consent of each affected client. As you
know,although our representation of Kent and Auburn are unrelated,Rule 1.7 of the Rules of Professional
FG: 102377107.2
City of Kent
February 5, 2024
Page 3
Conduct nevertheless precludes Foster Garvey from representing one client regarding its interests adverse
to those of another client unless: (1)we reasonably believe that we will be able to provide competent and
diligent representation to each client and(2) each client gives informed consent. This means that the firm
must explain to Kent and Auburn the material risks.
In deciding whether to consent, Kent should consider whether Foster Garvey's representation of
Auburn in unrelated matters might adversely affect Kent. For example, clients that are asked to waive or
consent to conflicts typically should consider whether there is any material risk that their attorneys will
be less diligent advocates on their behalf due to the conflict. Similarly, clients should consider whether
there is any material risk that their confidences will be used to their detriment.
In the present case, we do not believe that there is a material risk of either type because Foster
Garvey's representation of Auburn is unrelated to Foster Garvey's representation of Kent, and all clients'
confidences are maintained. You should, however, review this issue from Kent's perspective and, we
encourage you to consult independent counsel. If you have any questions you would like us to answer
before you reach a decision,please let me know.
Beginning Our Representation
Thank you for entrusting this work to Foster Garvey. If this letter and the enclosed Terms of
Engagement meet with your approval, please confirm our engagement by signing and dating below and
returning a copy, together with requested advance deposit, to me so that we may begin work promptly.
We look forward to working with you.
Sincerely,
FOSTER GARVEY PC
P. Stephen DiJulio
Principal
Enclosure: Terms of Engagement
RPC 1.7
AGREED:
City of Kent
By:
Nam . Ta White
Title: City Attorney
FG: 102377107.2
City of Kent
February 5, 2024
Page 4
Date: 02/05/2024
FG: 102377107.2
City of Kent
February 5, 2024
Page 5
Washington State RPC RULE 1.7
Conflict of Interest; Current Clients
(September 1, 2006)
(a) Except as provided in paragraph(b), a lawyer shall not represent a client if the representation
involves a concurrent conflict of interest. A concurrent conflict of interest exists if.
(1)the representation of one client will be directly adverse to another client; or
(2) there is a significant risk that the representation of one or more clients will be materially
limited by the lawyer's responsibilities to another client, a former client or a third person or by a
personal interest of the lawyer.
(b)Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer may
represent a client if-
(1)the lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client;
(2)the representation is not prohibited by law;
(3)the representation does not involve the assertion of a claim by one client against another
client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed in writing (following authorization
from the other client to make any required disclosures).
FG: 102377107.2