HomeMy WebLinkAboutFoster Pepper PLLC - Chapel Hill Boulevard LID, Attorney Services~ FOSTER PEPPER PLLC
VIA EMAIL and U.S. MAIL
Dave Zabell
City Manager
City of Pasco
525 N. 3rd Avenue
Pasco, WA 99301
February 9, 2016
Re: Chapel Hill Boulevard LID
Dear Dave:
Direct Phone (206) 447-8971
Direct Facsimile (206) 749-1927
E-Mail dijup@foster.com
Pasco City Hall
RECEIVED
FEB 12 2016
City Manager's Office
This is to confirm our further engagement by the City of Pasco to assist on matters
relating to the Chapel Hill Boulevard Extension LID. We have talked with Interim Finance
Director Ron Musson regarding this matter. Initially, we will prepare an ordinance providing for
the formation of the LID, for consideration by the City Council after its public hearing on LID
formation on March 7, 2016. As you know, our services as special counsel for the LID are
separate from our services as bond counsel. In the event that there is financing for the project
(e.g., the issuance of LID bonds), that will be subject to a separate engagement.
We will bill hourly for our services regarding this matter, with invoices sent monthly
following the month in which services are provided. Again, this is consistent with our past
practices and engagements by the City of Pasco. Attached for your reference is a copy of our
current Terms for Engagement of Services. If at any time you have any questions regarding
these matters, please do not hesitate to contact us.
For our current engagement, we understand we will be working through the Finance
Department, and the Public Works Department as necessary. The City will advise us if there are
additional points of contact that we need to be aware of.
Please confirm this engagement by executing a duplicate original of this letter and
returning it to this office. A duplicate original is enclosed for your files. We appreciate the
opportunity to be of continuing service to the City of Pasco.
TEL: 206.447.4400 FAX: 206.447. 9700 1111 rnrno AVENUE, SUITE 3400 SEATTLE, WASHINGTON 9s101-3299 www.FOSTER.coM
51501482.1
SEATTLE WASHINGTON SPOKANE WASHINGTON
Dave Zabell
February 9, 2016
Page 2
Very truly yours,
cc: Ron Musson, Interim Finance Director
AC~':11:WLEDGED & ACCEPTED
this -day of February 2016.
CITY OF PASCO
51501482.l
~ FOSTER PEPPERmc
Terms for Engagement of Services
Thank you for choosing Foster Pepper PLLC. Our Engagement Letter and these "Terms" constitute our agreement with
you for performing the engagement 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 our firm. Our web page (www.foster.com) contains additional
information about the frrm and its capabilities. If you have questions or concerns, please contact us immediately.
Scope of Work
Our policy-and the foundation of a sound client-attorney relationship-is to ensure that we understand your legal needs and
that you understand the nature of the services we will provide. Communication between us is critical. We regularly will
keep you informed of our activities on your behalf and will act in your interest at all times to the best of our abilities,
subject to our knowledge of the facts and the state of the law during the representation.
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 Chair of the frrm's Executive Committee. The situation will be addressed immediately.
We need your help to represent you to the best of our abilities. We rely on you to be candid with and responsive to us, as
we will be with you. Please inform us immediately of any change of circumstance affecting the representation or our
ability to contact you. We both must respond promptly and completely to inquiries and requests to enable us to represent
you effectively. While we cannot assure a successful result in any engagement, we pledge to use our best efforts on your
behalf.
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 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.
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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 retain client files for ten years after a matter is closed. We will
endeavor to remind you of this policy on completion of the engagement, but we reserve the right to destroy records in
accordance with our policy without further notice to you.
Fees for Services
We generally charge on an hourly basis for time expended on your behalf. This includes, for example, telephone
conversations, face-to-face conferences, strategy development and planning, document preparation and review, research,
drafting, negotiating, court appearances and travel. Through hourly billing, you pay only for work performed on your
behalf. We maintain daily time records that include a brief description of the work done so that you will understand why
you are being billed. We record our time in units of tenths ofan hour.
Upon request, we will work with you to produce an estimate of the anticipated legal fees and costs for a particular
engagement. Any such estimate will be based on our prior experience with similar engagements as well as information you
provide us about your particular needs. Unless we reach a clear, written understanding that the fee will be a fixed amount,
any estimate we make may be revised based upon the facts and circumstances we encounter during your representation.
Our rates (which are subject to change prospectively with notice) should always be discussed in advance with your
responsible attorney. Generally, rates are revised annually and adjustments will be reflected in our invoices in the month
following any adjustment. On occasion, and after discussion with you, we may perform services on a non-hourly basis.
Our agreement with you to do so will be in writing. We strive to keep fees and charges at a level appropriate to the task.
Expenses
In addition to fees for legal services, you will be charged for expenses advanced on your behalf and ancillary costs incurred
by us during the course of your representation. Such charges may be revised from time to time without notice and will be
reflected in our invoice in the month following any revision. These charges include such things as photocopying, document
binding, external messenger service, electronic records searches, special mailing or courier services, and costs associated
with managing electronically stored information [e.g., scanning, image processing, data collection, database services, web
hosting, document summaries, etc.]. We may add an administrative charge to some or all of these costs. The firm's
Automated Legal Support Services team may perform some of the services associated with managing electronically stored
information. Charges for these services are part of the costs you agree to pay in connection with our representation of you.
You will not be billed for long distance telephone charges, facsimile transmissions or standard postage charges. Please note
that should your work require secretarial overtime (not caused by a secretary working for another client during the regular
work day), you will be charged for such service.
You may be asked to pay certain non-routine expenses directly to the service provider. These may include travel expenses,
filing fees, and fees and expenses of independent professionals such as appraisers, accountants, investigators, court
reporters, and other consultants and experts. Often, these expenses must be paid in advance. Normally, we will send the
charge directly to you for payment or obtain in advance funds from you to pay such costs. While we are under no
obligation to do so, we may advance payment of such expenses and subsequently bill you for the charges.
Billing Policy
Usually, you will be billed monthly. For your convenience, the billing statement will describe briefly the matter and legal
services performed and will set forth the fees and expenses relating to the legal services provided. The bill typically will
contain charges incurred during the prior month. Charges for some expense items such as copy and delivery charges may
not be processed and billed until some time after the expense has been incurred. Bills are due upon receipt, and may be
paid by check, wire transfer, Visa, MasterCard or American Express. Any past due amounts will bear interest at twelve
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percent per year. We strive to provide clear and prompt billing statements. If you have any questions regarding your
invoice, please promptly call your responsible attorney or our accounting department.
Advance Fee and Trust Deposits
If required by your Engagement Letter, you must pay in advance an amount equal to our estimate of the fees and costs for
some or all of the work contemplated by the scope of the engagement. Any amount remaining at the conclusion of the
engagement will be returned to you. If, after commencing work, it appears the advance payment will be insufficient to
cover legal fees and costs, you may be asked to advance additional amounts.
If required by your Engagement Letter, you must pay a retainer to secure our availability for a given period of time, which
is considered earned by us when paid.
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. Under these rules, if your deposit
is not expected to earn a "positive net return" given its size, the expected duration of the deposit and prevailing interest
rates (less reasonable bank and administrative charges), we will place the deposit into a pooled account. The interest earned
on this account must be paid to a charitable foundation established by court rule. If your deposit likely will earn a "positive
net return", you may request that it be placed into a segregated account and interest earned on that account will be added to
your deposit and will be reported by our bank to the Internal Revenue Service as taxable income to you. 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.
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 show 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 expertise, 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
call.
Seattle: Foster Pepper PLLC
1111 Third A venue, Suite 3400
Seattle, Washington 98101-3299
Phone: (206) 447-4400 or (800) 995-5902
Facsimile: (206) 447-9700 or 9283
Revised: 01/08/13
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Spokane: Foster Pepper PLLC
US Bank Bldg.
422 West Riverside A venue, Suite 1310
Spokane, Washington 99201-0302
Phone: (509) 777-1600
Facsimile: (509) 777-1616