Loading...
HomeMy WebLinkAboutCAG2024-285 - Original - Eisenhower Carlson PLLC - Legal Services Engagement Letter - 06/10/2024 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 06/10/2024 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: Eisenhower Carlson PLLC Contract Vendor Number: Sub-Category: = 2258393 Original 0 Project Name: Legal Services - Engagement Letter E C Project Details:Retention of Eisenhower Carlson, PLLC to provide legal services and advice, as = needed, to the City of Kent related to a dispute with King County regarding the Asylee Camp on the former EconoLodge property. C d Agreement Amount: N/A Basis for Selection of Contractor: Direct Negotiation 47 `Memo to Mayor must be attached 3- Start Date: 6/10/2024 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: Yes No CAG2024-285 Comments: a1 G 3 4) H •� i N 3 f0 C V1 Date Routed to the City Clerk's Office: 6/10/24 Interlocal Agreement has been uploaded to website: adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 PEISENHOWER CARLSON F'LLC Attorneys at Law 909 A St.,Suite 600 Tel 253.572.4500 A Pacific Northwest Law Firm Tacoma,WA 98402 Fax 253.272.5732 www.eisenhowerlaw.com NEIL A.DIAL ndial@eisenhowerlaw.com June 10, 2024 Sent Via E-Mail Tammy White Deputy City Attorney City of Kent E-Mail: twhite@kentwa.gov RE: Engagement and Fee Agreement Dear Ms. White: Thank you for retaining Eisenhower Carlson PLLC to assist the City of Kent in its dispute with King County regarding the Asylee Camp on the former EconoLodge property. As discussed, my regular rate is $510.00 per hour. Collin Gantz will assist me on this matter at his rate of$330.00. As appropriate,we may use other attorneys or paralegals at their regular hourly rates. We bill by the hour at our established rates,which we adjust annually. Enclosed is a copy of our Terms for Engagement of Services describing terms and conditions that apply to this engagement. Please review the Terms for Engagement of Services and, if these are agreeable to you,please countersign this letter to confirm the engagement and return to me via email or regular mail. Feel free to contact me if you have any questions. Thanks again, and we look forward to working with you. Sincerely, V Neil A. Dial Enclosure BY SIGNING BELOW,WE CONFIRM THAT WE HAVE READ AND AGREE TO THE CONDITIONS DESCRIBED IN THE TERMS FOR ENGAGEMENT OF SERVICES. CITY O, 4NT/DATED: 6/10/2024T mmr Wh� Attorney EISENHOWER ,CARLSON, CAttorneys at Law Terms for Engagement of Services Thank you for choosing Eisenhower Carlson PLLC (the "Firm") to represent you. You should receive an initial engagement letter ("Engagement Letter"), along with these Terms for Engagement of Services (the "Terms"), which together constitute our entire agreement with you for performing the work described in that letter. We pride ourselves on responsive and vigorous representation and strive to develop excellent working relationships with our clients. Therefore, we wish to share with you the terms of our engagement as your lawyers and tell you about the Firm. Our web page (www.eisenhowerlaw.com) contains additional information about the Firm and its capabilities. If you have questions or concerns,please contact us immediately. Scope of Work The scope of our work will be limited to the scope determined between you and the responsible attorney, which is described in your Engagement Letter. If there is work you wish us to do that is not specified in your Engagement Letter, you should discuss this with your responsible attorney. Agreements to expand the scope of any engagement must be in writing,and require us to review whether we would have a conflict of interest. Generally, one lawyer will be responsible for and will oversee your representation. Other lawyers and legal assistants may work on your behalf— especially when special skill or expertise is required or when delegation is more expeditious and cost-effective, or for other appropriate reasons. Your responsible lawyer will be your point of contact for all aspects of your representation. If at any time you are unhappy with any person working on your behalf, please tell your responsible lawyer or the Firm's Managing Member. The situation will be addressed immediately. We need your help to represent you. We rely on you to be candid with and responsive to us. Please inform us immediately of any change of circumstance affecting the representation or our ability to contact you. We expect you to respond promptly and completely to inquiries and requests to enable us to represent you effectively. You may terminate our representation of you at any time and for any reason. In addition,we may choose to withdraw from the representation, but only in accordance with the applicable Rules of Professional Conduct in effect in the jurisdiction where our relationship exists. If we choose to withdraw as your lawyers,we will notify you in writing. At termination or withdrawal, you will remain obligated to pay us promptly for all charges for legal services rendered as well as charges resulting from the termination or withdrawal, including working with any successor counsel. We will cooperate with successor counsel to assure a smooth transfer of the representation. Conflicts of Interest Because our representation of you is limited in scope and because we have a large number of clients,we wish to clarify the extent to which our representation of you may affect our ability to represent other clients in other matters,including matters in which you may be involved. We employ internal procedures to ensure that our representation of other clients will not cause a conflict of interest with you. Your identity as our client is the person or entity named as the client in our Engagement Letter and does not include any of your affiliates, officers, directors,principals or other related parties unless so specified. Accordingly, we may represent another client with interests adverse to any such affiliate or person without obtaining your consent, and we respectfully decline to be bound by any contrary policy. If we discover any actual or potential conflict of interest affecting our representation of you,we will notify you promptly. Depending upon our relationship, at the conclusion of the engagement described in the Engagement Letter, you will no longer be considered a current client of the Firm. As a former client, you may expect that we will not represent another person in the same or a substantially related matter if that client's interests are adverse to your interests unless you have consented in writing to the representation after consultation and full disclosure of material facts. You may also expect that we will preserve appropriately the confidentiality of your information and secrets. Without your prior written consent, we will not represent a client adverse to you in a different matter if we have obtained confidences or secrets from you that are material to that matter. -1- EC_TERMS_OF_ENGAGEMENT.DOCX EISENHOWER ,CARLSON, CAttorneys at Law Records Retention We maintain policies regarding retention and destruction of records. Records include our files and related electronic documentation, including e-mails. Records (including materials provided by you to us and all electronic documentation) relating to this engagement will be destroyed according to our policies unless you request that they be returned to you. Our own files pertaining to the matter will be retained in accordance with the policies. Our own files include,for example,Firm administrative records, time and expense reports, personnel and staffing materials, credit and accounting records, internal lawyers' work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports,prepared by or for the internal use of lawyers. We reserve the right to destroy records including originals, without further notice to you,after your matter has concluded, consistent with our policies. If you would like your files returned to you,please make arrangements with us once your matter is complete. Fees and Costs for Services The following discussion sets forth our general policies on fees, billings and payments. You are urged to raise any questions or concerns regarding these policies as soon as they occur. Attorney Fees. Our office expends time and materials on your behalf. The time spent by an attorney provides the primary basis for the attorney's fees. However, final billing in any matter will take into consideration not only the time involved, but the responsibility assumed and priority given to your representation during the course of this engagement. After the end of each month,you will receive an invoice statement setting forth those services rendered. Unless otherwise agreed, fees will be based on our regular hourly rates. Your bill will reflect the amount of time spent on your representation in six-minute increments. This will include drafting and revising appropriate documents and correspondence, researching relevant legal issues, making appearances as necessary to adequately protect your interests, and any communications with you (via telephone, e-mail, mail, in person, etc.). In addition to the primarily responsible attorney, other attorneys within the office may also work on your case and they will charge their established hourly fees. Such fees are subject to change annually and will be reflected on your billing. We may also utilize paralegals to assist on your case, and they are billed at their established rates. Our rates for legal services will be based on our standard rates for services of the type we will be performing for you. These rates are reviewed and adjusted periodically. Advance Fee and Trust Deposits. If required by your Engagement Letter,you must pay an advance fee deposit. Advance fee deposits are held as security to either pay or be applied to our last billing or,if necessary,to any unpaid balance due. If your deposits are applied to outstanding invoices,you may be asked to replenish the deposit. Any amount remaining at the conclusion of the engagement will be returned to you. If, after commencing work, it appears the advance fee deposit is insufficient security,you may be asked to advance additional amounts. Amounts you pay to us in trust, including advance payments for fees and costs, will be deposited in a trust account that we maintain for the benefit of our clients as required by the Rules of Professional Conduct. Advance fee deposits held in our client trust account are comingled with funds paid by other clients and do not earn interest. In situations where you have an unusually large amount on deposit with the Firm(either as pre-paid fees or other funds paid to the Firm on your account), we will hold your funds in a separate trust account which will earn interest. Please note that in cases where the amount on deposit exceeds$250,000.00,such funds may not be insured or guaranteed by the FDIC or any federal agency. If you wish us to place such funds into a segregated account for your benefit, you must provide us with your Federal Tax Identification Number. Fee Estimates. Charges for certain types of work involve fees and expenses that are difficult to estimate with precision. In such instances, we endeavor to disclose to you the major factors that would influence the costs and expenses, including potential but unpredictable circumstances that may arise. We may request pre-payment for services to be rendered in the amount of our estimate or an appropriate portion thereof. A client may occasionally request an estimate of anticipated fees for a particular matter. Unless specifically agreed to, the estimates we give are not a guarantee of the maximum fee and events often occur which can alter our predictions. Actual fees may, and frequently do, exceed any estimates given. You should be aware that most legal matters involve many inexact and unpredictable factors and we cannot make any guaranties of success. -2- EC_TERMS_OF_ENGAGEMENT.DOCX EISENHOWER ,CARLSON, CAttorneys at Law At our client's request, we are sometimes asked to render opinions as to the probability of success or failure of a particular matter. Such opinions are not guarantees of the result to be obtained but simply reflect our professional judgment. Costs. Costs are those expenses incurred by the Firm for items that are fixed in amount. Filing fees, transcripts, expert witness fees, copy charges, facsimile machine charges, service fees,mileage, long distance telephone charges, etc.,will be itemized and reflected on your monthly bill as separate charges. Billings and Payments. A summary of your account billings and transactions will be sent to you each month in the form of an invoice. This invoice details the activities relating to your account, including a description of services rendered. We strive to keep fees and charges at a level appropriate to the task. If you have any questions regarding your invoice,please promptly call your responsible attorney or our accounting department. Upon receipt of the invoice, you are required to ensure that we receive payment by cash or check any outstanding balance due on your account. Invoices are due immediately upon receipt of our invoice. Unless specifically otherwise agreed to by a written document signed by the Firm and yourself, an account that is unpaid more than 30 days from the date of the invoice shall incur a service charge of the lower of either(a) 1%per month for an annual percentage rate of 12%,or(b)the highest rate permitted by law. In such an event, it is the Firm's policy that we may decline to render future legal services and reserve the right to withdraw from representation on any ongoing work until such unpaid account is paid in full. If we are jointly representing more than one client on the same matter, each of you is jointly and severally liable for our fees unless otherwise agreed by us in writing. This means that if one of the other clients in this representation does not contribute to our invoices, you are nevertheless required to pay our fees. You, not us, should look to any non-paying client(s) for contribution should you feel you have paid more than your share. If requested, we may pro-rate our invoices for convenience,but this does not release you of your obligation to pay our fees. Until our account is fully paid, you will remain obligated to pay any unpaid fees and charges incurred on your behalf, including fees and charges associated with the cessation of work, withdrawal from representation, and/or collection activities. If our office initiates suit or other collection action against you, you agree to pay all court costs, expenses and attorneys' fees related to the collection action in addition to your underlying obligation on the unpaid balance. In the event litigation is necessary to collect amounts due and owing to the Firm pursuant to this agreement,the parties agree that venue for any action filed will be in Pierce County. Attorney-Client Relationship As we mentioned before,the attorney-client relationship is a special relationship. It requires open communications and an environment of confidence and faith. It is because of this very nature that the attorney-client privilege exists. This legally recognized relationship protects communications between a client and an attorney. The following topics further describe this relationship. Expectations. As your attorneys and advocate, we expect your full cooperation in matters related to your representation. Effective legal representation can occur only when a client provides all information known by or available to him or her that could affect that representation. This is where the confidence described above becomes paramount. For our part, we will strive to act with diligence and promptness in representing you. We will keep you informed of all significant developments and consult you in advance as to any significant decisions attendant to those developments. Duration. Our representation is at will—either party may terminate the relationship at any time. Should the relationship terminate prior to our completing your representation needs, we will cooperate with any successor attorney(s)representing you to accommodate a smooth transition. We will transfer to such new counsel copies of all files and records held in respect to this matter, and prepare for you a final statement for services rendered and other fees, charges, and expenses incurred in matters covered by this agreement. You will remain responsible for payment of any outstanding balance reflected on such a final statement. -3- EC_TERMS_OF_ENGAGEMENT.DOCX EISENHOWER ,CARLSON, CAttorneys at Law Dispute Resolution In the event that a dispute arises over the quality of our work, including claims for legal malpractice, such dispute shall be submitted to binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. Each party shall be initially responsible for its share of the arbitration fees in accordance with the applicable rules of arbitration. The arbitrator shall,in the award,allocate all or part of the costs of the arbitration,including the fees of the arbitrator and reasonable attorneys' fees and costs, to the prevailing party. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award or fails to comply with the arbitrator's award, the other party shall be entitled to costs of suit, including reasonable attorneys' fees, for having to compel arbitration or defend or enforce the award. The foregoing shall in no way limit the Firm's entitlement to collect on unpaid legal fees using judicial means. In the event judicial collection is necessary, or any party is required to bring suit to enforce any provision of this Agreement,the parties agree that venue is proper in Pierce County,Washington;provided that the claims that are subject to the arbitration requirements above may be resolved at the offices of JAMS in Seattle, Washington, or such other appropriate location as JAMS may require. Attorney-Client Privilege Our attorneys and staff recognize our duty to maintain confidentiality. The attorney-client privilege protects communications between us, whether oral or written, as long as neither of us discloses those communications to anyone else. Privileged communications cannot be used in court without your consent. Therefore, to preserve the privilege and confidentiality of our communications, you should not share our written communications or discuss any oral communications between us with anyone. Furthermore,certain communications and documents prepared in anticipation of litigation are also privileged even if no attorney is involved. Because disputes can arise as to whether certain communications are privileged, if you have any questions regarding what you can do, be sure to seek advice from the lawyer with whom you are working. We are not acting as your counsel with respect to the provisions of this statement of Terms for Engagement of Services and to do so would be a conflict of interest. If you wish to seek advice from independent counsel of your choice about whether you should agree to these terms,please do so. In addition, if you have any questions or would like additional information, we are happy to discuss this statement with you further. These terms of engagement will govern our relationship, however, unless we reach a different agreement in writing. We understand that you have selected us not only for our legal experience, but also for our reputation as responsive and creative counsel. Be assured that we will strive to live up to your expectations. If you have any questions,please do not hesitate to contact us. -4- EC_TERMS_OF_ENGAGEMENT.DOCX