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HomeMy WebLinkAboutResolution No. 2025-08 - PSA for Legal Services with Cable Huston LLPRESOLUTION NO.2025-08 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD, APPROVING THE PERSONAL SERVICES AGREEMENT FOR LEGAL SERVICES BETWEEN THE PASCO PUBLIC FACILITIES DISTRICT AND CABLE HUSTON, LLP. WHEREAS, the Pasco Public Facilities District (PPFD) was duly formed pursuant to Chapter 35.57 of the Revised Code of Washington on July 15, 2002, by the adoption of City of Pasco Ordinance No. 3558, and granted all powers provided by law pursuant to RCW 35.57.010; and WHEREAS, pursuant of RCW 35.57, the District may make provision for legal counsel, on any reasonable contractual arrangement for such professional services in accordance with RCW 35.57.070 for service provider agreements; and WHEREAS, the PPFD has historically used the City of Pasco's City Attorney, Kerr Ferguson Law, PLLC for its legal counsel services; and WHEREAS, the PPFD will, by reasonable contractual arrangement, make such provision for its PPFD Attorney to provide for such professional services in accordance with RCW 35.57.070; and WHEREAS, the PPFD, in accordance with RCW 35.57.070, conducted a request for proposals to obtain the best proposal and services from an attorney or firm to provide legal services; and WHEREAS, the Pasco Public Facilities District Board of Pasco, Washington, has after due consideration, determined that it is in the best interest of the PPFD to enter into a Personal Services Agreement with Cable Huston, LLP. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC FACILITIES DISTRICT as follows: Section 1. The Pasco Public Facilities District Board of Directors does hereby the terms and conditions of the Personal Services Agreement between the PPFD and Cable Huston, LLP, as attached hereto and incorporated, attached hereto as Exhibit A. Section 2. That the PPFD Executive Director is hereby authorized, empowered, and directed to execute said Agreement on behalf of the PPFD Board of Directors; and to make minor substantive changes as necessary to execute said Agreement. Section 3. That this Resolution shall take effect immediately. Resolution — 2025-08 PSA for Legal Counsel Srvs - 1 PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, this / day of JJ{ c-e rl�� , 2025. PASCO PUBLIC FACILITIES DISTRICT C Mark orrissette, oard President ATTEST: Caro me Bowdish Secretary/Treasurer Pasco Public Facilities District Resolution — 2025-08 PSA for Legal Counsel Srvs - 2 APPROVED AS TO FORM: Kerr Fer n Law, PLLC Attfor PPFD Exhibit A PASCO PUBLIC FACILITIES DISTRICT, WASHINGTON PPFD Attorney General Legal Services PERSONAL SERVICES AGREEMENT Pasco Public Facilities District Attorney General Legal Services THIS AGREEMENT is made and entered into between the Pasco Public Facilities District of Pasco, a Washington Municipal Corporation, hereinafter referred to as "PPFD", and Cable Huston LLP, an Oregon limited liability partnership, hereinafter referred to as "Consultant," on [date of execution] RECITALS WHEREAS, the PPFD desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the PPFD is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: Scope of Services. The Consultant shall perform legal services as more particularly described in Engagement Letter attached as Exhibit A, which is incorporated and made a part of this Agreement (the "Services"). 2. Term. The Services shall begin on the execution date listed above and continue until terminated by either party. 3. Compensation and Payment. 3.1 Payment for Services provided hereunder shall be made following the performance of such Services. Such payment shall be full compensation for work performed or Services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any Services rendered by the Consultant except for Services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the PPFD. 3.3 The PPFD shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing Services performed and expenses for which reimbursement is sought. The PPFD shall approve all invoices before payment is issued. Payment shall occur within thirty (3o) days of receipt and approval of an invoice. 3.4 The PPFD shall pay the Consultant for all Services performed and expenses incurred under this Agreement, as follows. ❑ Hourly (Single Rate): $ per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ without prior written authorization by the PPFD; or Page 11 ® Hourly (Multiple Rate): Such rates as identified in Exhibit A, plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ without the prior written authorization by the PPFD. Consultant may update its rates on an annual basis by providing written notice to PPFD. In the event of any conflict between the terms in the body of this Agreement and the terms in Exhibit A, the terms in the body of this Agreement shall control. ❑ Fixed Sum: A total of $ ❑ Other: 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the PPFD may require, shall furnish to the PPFD such statements, records, reports, data, and information as the PPFD may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the PPFD or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the PPFD, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The PPFD shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The PPFD may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of Services at its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver to the PPFD copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books, records, documents, or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the PPFD, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings, and documents made, collected, or prepared by the Consultant for performing the Services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be treated as confidential by Consultant. Consultant may not use them except in connection with the performance of the Services under this Agreement or with the prior written consent of the PPFD. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the Services under this Agreement, or embedded in with the materials, products and Services provided thereunder, shall remain the property of the Consultant subject to a license granted to the PPFD for their continued use of the products and Services provided under this Agreement. 5.2 Upon termination of this Agreement, PPFD shall be entitled to a copy of Consultant's client file for PPFD, consistent with Washington Rule of Professional Conduct 1.16(d) (and related Washington State Bar Association advisory opinions), and subject to Consultant's statutory lien for unpaid attorney fees and costs. Page 12 6. Public Records. 6.r Consultant acknowledges that the PPFD is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the PPFD or public citation by the PPFD in connection with PPFD action. 6.2 If the Consultant becomes a custodian of public records of the PPFD and request for such records is received by the PPFD, the Consultant shall respond to the request by the PPFD for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (2o) business days unless extraordinary good cause is shown. 6.3 In the event the PPFD receives a public records request for protected work product of the Consultant within its possession, the PPFD shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (ro) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, officer, or representative of the PPFD for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the PPFD provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the Services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the PPFD and shall be subject to the PPFD's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all applicable State and Federal laws and shall, if required, obtain a City of Pasco business license. 7.4 The PPFD may, at its sole discretion, require the Consultant to disallow any employee, agent or servant from providing Services for PPFD if that person, in the PPFD's sole discretion, may be detrimental to the PPFD's interest. 7.5 Consultant as an independent contractor and not an employee shall not be entitled to any employee benefits including but not limited to vacation time, sick leave, paid time off, or paid holidays. 8. fReservedl 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the PPFD's recourse to any remedy available at law or in equity. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: Page 13 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA o0 w. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG o0 or and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The PPFD shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the PPFD using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® $2,000,00o each occurrence; and ® $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: ® $2,000,000 per claim; and © $2,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the PPFD. Any insurance, self-insurance, or self -insured pool coverage maintained by the PPFD shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by standard mail, return receipt requested, has been given to the PPFD. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Coverage. Consultant shall furnish the PPFD with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 9.6 Notice of Cancellation. The Consultant shall provide the PPFD with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 [Reserved] 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the PPFD may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the PPFD on demand, or at the sole discretion of the PPFD, offset against funds due the Consultant from the PPFD. Page 14 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the PPFD shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The PPFD has awarded this Agreement to the Consultant due to its unique qualifications to perform these Services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the PPFD, which consent must be sought at least thirty (3o) days prior to the date of any proposed assignment. 12.2 Any work or Services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section lo, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the PPFD. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (1o) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the PPFD may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for Services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e- mail addresses designated for the parties below. Page 15 14.3 The Project Administrator for the purpose of this Agreement shall be: For the PPFD: NAME, Accreditation(s)., or designee TITLE 525 N 3rd Ave Pasco, WA, 99301 e-mail address 15. Dispute Resolution. For the Consultant: Tyler Whitney Cable Huston LLP 1455 SW Broadway, Suite 1500 Portland, OR 97201 twhitney@ cablehuston. com 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each parry hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.o4A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing parry shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the PPFD of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the PPFD and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. PPFD, WASHINGTON CABLE HUSTON LLP Matt Watkins, Executive Director Tyler Whitney, Partner ATTEST: APPROVED AS TO FORM: Debra C. Barham, City of Pasco Clerk Kerr Furguson Attorneys at Law, PLLC Page 16 ��--_ Exhibit A to PSA CABLE HUSTONLLP TrLER R. WHITNEY Admitted to Practice in Washington, Idaho, and Oregon December 13, 2025 VL4 ELECTRONIC DELIVERY Pasco Public Facilities District Matt Watkins, Executive Director pfd-watkins@pasco-wa.gov Re: Legal Representation Agreement Dear Mr. Watkins: TWHITNEY@CABLEHUSTON.COM Thank you for choosing Cable Huston LLP ("Cable Huston") to provide legal services to the Pasco Public Facilities District (the "PPFD"). We appreciate your confidence in our firm. This letter, together with the accompanying General Terms of Engagement, sets forth the terms governing our representation. Please carefully review both documents. If the terms are acceptable to the PPFD, please have a copy of this letter signed and returned to me. A copy of the letter with a scanned signature sent by e-mail in .pdf format is sufficient. Please note that we will not represent the PPFD unless and until this engagement letter is signed and returned. Scope of Engagement. Cable Huston will provide the PPFD with general counsel legal services as described in the PPFD's Request for Proposals for General Legal Services. We understand that Mr. Watkins will be the PPFD's primary point of contact for this engagement. At your direction, it would be our pleasure to assist the PPFD with other legal matters not specifically identified in this engagement letter. Should the need arise, we can determine if any such additional matters are covered by this engagement letter, or whether a separate engagement letter would be necessary. Billing. I will be the lead attorney for this engagement. My current rate is $460 per hour. Rates for the various levels of attorneys and paralegals are identified in Appendix A attached hereto. We will review the bill each month to make sure it accurately and fairly reflects the work performed. If you have any questions or concerns about a bill, please feel free to call me. We will send a bill monthly to the PPFD for legal services performed in the preceding month. We appreciate payment within thirty (30) days after receipt of the bill. If payment is not timely made for a bill, we reserve the right to suspend work and to withdraw from further representation of the PPFD. If a substantial amount of work will be involved, the firm reserves the right to request an advance fee deposit before performing any further work. December 13, 2025 Page 2 Entity Representation. It is important to understand that the firm is undertaking to represent the PPFD as an entity. The firm's representation of the PPFD does not include representation of any of the PPFD's individual directors, officers, employees, or agents, unless specifically agreed otherwise in writing. If you have any questions about this letter or the General Terms of Engagement, please give me a call. Thank you for asking our firm to assist with this matter. We appreciate the opportunity to work with the PPFD. Very truly yours, Tyler R. Whitney ACCEPTED AND AGREED BY AND ON BEHALF OF THE PASCO PUBLIC FACILITIES DISTRICT: Signature: Printed Name: Title: Date: Enclosures GENERAL TERMS OF ENGAGEMENT We explain our client service practices and billing procedures below. These practices and procedures will govern our relationship unless you have reached a different written understanding with us. We encourage you to discuss them with our attorneys at the start of an engagement and whenever you have any questions during that engagement. BACKGROUND. Our firm was formed with the express purpose of providing clients superior legal guidance without the overhead, hierarchy, and inaccessibility that are common at some law firms. We adhere to this philosophy, and it has been successful. Since our founding, largely through the generous word-of-mouth marketing of our clients, Cable Huston has grown into one of the strongest law firms in the Pacific Northwest serving public -entity clients. We take great pride in our work and in the clients we have earned through that work. Over our history, the vision of Cable Huston's founders has been validated — the firm's focus on delivering top legal services without unnecessary costs has proven ideal for our private- and public -sector clients in the "new economy." Transparency and direct access have been key to Cable Huston's success. Our attorneys focus on the process of getting to know our clients' needs, motivations, and vulnerabilities so that we understand the contingencies they face and provide optimal solutions. You can find more information about the firm on our website at www.cablehuston.com. GENERAL PHILOSOPHY AND CONCEPT OF REPRESENTATION. The firm operates as a team. While a client's primary relationship might be with one firm lawyer, we share work and will involve other lawyers and personnel as circumstances warrant. Our goal is to see that your legal needs are met and that your questions are answered. ADVICE ABOUT POSSIBLE OUTCOMES. Either at the commencement or during the course of our representation, we may express opinions or beliefs concerning litigation or various courses of action and the results that might be anticipated. Any such statement made by any partner or employee of our firm is intended to be an expression of opinion only, based on information available to us at the time, and should not be construed by you as a promise or guarantee. We will endeavor to assist you in a professional manner and to the best of our abilities, but we cannot guarantee the outcome of any given matter. COPIES OF DOCUMENTS AND CORRESPONDENCE. Unless otherwise instructed, we will send you copies of significant correspondence and legal documents that we prepare for you or receive from a court, agency or party. When this matter is closed, we will return to you any original documents or property you have provided us upon your request. FIRM PUBLICATIONS AND SEMINARS. On selected legal developments, from time to time we publish electronic updates to inform clients of important legal or case law developments. The communications are free to clients. BILLING PRACTICES. We bill monthly for work done in the prior month and will send you a statement itemizing the services performed and the costs incurred. Upon request, we will modify the format of the statement to fit your particular needs. We bill our time in increments of one -tenth of an hour. Your payment is due within 30 days of mailing. Interest on overdue bills is charged at a rate of 1% per month. Late charges apply to specific monthly bills on an individual bill basis. Any payments made on past due bills are applied first to the oldest outstanding bill. We are entitled to attorneys' fees and expenses if collection activities are necessary. FLAT FEES. If our engagement expressly includes any flat fee matters, those flat fees would not go into the firm's trust account, and would become the firm's property upon receipt. Please note that, pursuant to RPC 1.5(i)(2), should any portion of the flat fee be paid in advance of services, such advance payment would not affect your right to terminate the attorney -client relationship, and you may or may not have a right to a refund of a portion of fees paid before the agreed -upon legal services have been completed. COSTS AND EXPENSES. We will serve you through the most effective support systems available. Our internal charges typically include such items as courier services, certain charges for computer research and complex document production (including electronic data processing fees associated with electronic document collection and production), and charges for photocopying materials. We may request an advance cost deposit when we expect that we will be required to incur substantial advanced costs on your behalf. We pass along out-of-pocket expenses, including travel expenses, at cost. We do not charge for long-distance telephone calls, facsimile transmissions, or internal copy costs. Although such expenses are your responsibility, Cable Huston generally will, for administrative ease, advance payment to these providers if your account is current. We cannot continue advancing these charges, however, when accounts are in arrears; and even on current accounts, we may forward larger invoices to you for direct payment. During the course of our representation and with your specific authorization, it may be necessary to hire third parties to provide services on your behalf. These services may include such things as consulting or testifying experts, investigators, providers of computerized litigation support, and court reporters. Because of the legal "work product" protection that may be afforded to services that an attorney requests from third parties; in certain situations our firm may assume responsibility for retaining the appropriate service providers. Even if we do so, you will be responsible for paying all fees and expenses directly to the service providers or reimbursing us for these expenses. RATE AND RATE CHANGES. Rates for attorneys will be those described in the engagement letter. We adjust our standard rates and chargeable costs from time to time and after notice to our clients. Such adjusted rates will be charged for time spent only after the effective date of the adjustment. If you have any questions or concerns regarding billing matters or our rates, please contact us. TRUST ACCOUNT. All trust deposits from clients (including advance fee deposits) are held in a client trust account. By court rule, funds deposited into a trust account are subject to IOLTA (Interest on Lawyer's Trust Account) participation. The only exception is when the deposit is large enough to earn interest in excess of bank and administrative costs. IOLTA funds are used to support law related charitable and educational activities. The firm's trust account is held at the Bank of America. Our trust account is FDIC insured. Your funds being held in our trust account count towards the maximum FDIC insurance amount of $250,000 available for accounts held at the Bank of America. If you have additional funds in the same institution approaching or exceeding the insurable limit, you may wish to make other arrangements so that all of your deposits there will remain insured. CONFLICTS OF INTEREST. We have checked a list of our other clients to see whether representing you would create a conflict of interest. We are not aware of any such conflicts, other than that disclosed in the attached engagement letter. Please inform us immediately if you become aware of any actual or potential conflict of interest that may arise, or if you use other names or have affiliated companies that we should enter into our conflict checking system. Further, we also note that we are a full -service law firm with many clients. There may be times where we are asked to represent a client with respect to interests that are adverse to those of another client who is represented by the firm in connection with another matter. Just as you would not wish to be prevented in an appropriate situation from retaining a law firm that competes with Cable Huston LLP, our firm is not prevented from representing other persons who may be competitors in your industry or who may have interests that are potentially adverse to yours, but with respect to matters that are not related in any way to our representation of you. PRIVACY/CONFIDENTIALITY POLICY. Attorneys have been and continue to be bound by professional standards of confidentiality that are even more stringent than other privacy laws. We have always protected each client's right to privacy and will continue to do so. In the course of providing legal advice to a client, we may receive significant personal financial information about the client, which we retain to assist the client with its professional needs and in, some cases, to comply with professional guidelines. We want you to know that all information that we receive from a client is held in confidence, and is not released to people outside the firm, except as agreed by the client, or as required under applicable law. To accomplish this, we maintain physical, electronic, and procedural safeguards that comply with our professional standards. FILES. You have the right to the contents of your files at any time; however, your rights are subject to our statutory lien for unpaid attorney fees and costs. You consent to and agree that we can destroy your file if ten or more years have passed since your last contact with this firm. If we represent you on an ongoing basis involving different matters, you consent to and agree that we can destroy the file for any particular matter if it has been completed for ten or more years provided we first notify you that we intend to destroy the file and you have not given us contrary instructions within thirty days. "Files" for this purpose include electronic and paper files. TERMINATION OF SERVICES. You have the right to terminate our representation at any time by notifying us. We retain the right to stop performing legal services and to terminate our legal representation for any reason consistent with the applicable ethical rules, including unanticipated conflicts of interest or unpaid legal fees and expenses. In some cases, we may be required to give you reasonable notice to arrange alternative representation or obtain permission of the judge before whom a litigation matter is pending. You agree that if you discharge the firm or we terminate our legal representation as provided above, you remain liable for all fees, costs, and expenses actually incurred under this contract, and that you will make payment in full. QUESTIONS. We take pride in delivering legal services effectively and efficiently and in providing accurate and understandable billings. Please direct any questions about our services or billing practices to the lawyer responsible for your account. Any questions regarding the billing or payment status of your account should be promptly directed to the primary attorney on your matter or to Sue Marcus at (503) 224-3092. DISCLOSURE. We are not acting as your counsel with respect to the provisions of this engagement letter, including these General Terms of Engagement, 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. Appendix A 2025-2026 Rates Level Hourly Rate Senior Partner $490 Mid -level Partner $460 Entry Partner $445 Senior Associate $375 Junior Associate $335 Paralegal $235 *The Lead Attorney will be billed at $460 per hour. Senior Partner: Cable Huston's Senior Partners lead their practice areas at the firm. Senior Partners have at least twenty years of experience as a practicing attorney and more than ten years of experience at the partner level. Senior Partners are demonstrated leaders in their field and have the highest level of skill in that field. Mid -Level Partner: A Mid -Level Partner has at least ten years of experience as a practicing attorney and five years of experience at the partner level. Mid -Level Partners are developing leaders in their field and have demonstrated experience representing a wide variety of clients in that field. Entry -Level Partner: An Entry -Level Partner is an attorney that has demonstrated a high level of skill and expertise in one or more practice areas and the ability to lead a team of attorneys and staff on individual projects. Entry -Level Partners typically have a minimum of five years of experience as a practicing attorney in addition to those qualities. Senior Associate: A Senior Associate has more than three years of experience as a practicing attorney. Senior Associates continue to operate under the close supervision of a partner -level attorney, but with much greater autonomy. Junior Associate: A Junior Associate has up to three years of experience as a practicing attorney and may work in a wide variety of practice areas assisting other attorneys. Cable Huston primarily utilizes Junior Associates to conduct cost-effective research and analysis.