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HomeMy WebLinkAbout4497 +--------------------------------------------------------------------------+ +press Esc Key to Insert new record, Ctrl-Z to Clear form + +Press Del Key to Terminate Insert Mode + INSERT Contract Maintenance + Contract Number 4497 + + + + ::Vendor Name : :Subj ect : :Department +Status Code + + + Press Fl for valid insurance type codes J: -,- + Comments MONTGOMERY PURDUE BLANKINSHIP REPRESENTATION - FEES & COSTS LEGAL LGL & AUSTIN PLLC - KPS SALE + 08/09/2005 .': 08/31/2005 02/15/2007 -.- + + + + + + $0.00 -.- + +--------------------------------------------------------------------------+ Insurance Type Amount Amount Begin Date End Date Review Date Insurance Total Insurance Review Date VAULT 01/01/2007 MONTGOMERY PURDUE BLANKINSHIP & AUSTIN PLLC .w MPBA 5500 BANK OF AMERICA TOWER 701 FIFTH AVENUE SEATTLE, WA 98104-7096 (206) 682-7090 TEL (206) 625-9534 FAX Attorneys/Seattle SCOTT B. EASTER VMAIL (:;06) 682-7097 EXT. 177 easter@mpba.com August 8, 2005 ADVANCE COPY VIA F ACSIMILE/ ORIGINAL MAILED Roger A. Lubovich City Attorney City ofBremerton 345 Sixth St., Ste. 600 Bremerton, VVA 98337-1873 Re: Legal Representation, Fees and Costs Dear Roger: Mike Gossler and I enjoyed meeting with you and members of your staff on VVednesday, June 29, 2005, and appreciate the decision by the City of Bremerton ("the City") to retain us to assist in connection with the Kitsap Physician's Services ("KPS") matter, and our various discussions with you since that time. VV e understand that you share common concerns with Kitsap County Medical Society and Kitsap County regarding the proposed acquisition ofKPS by Group Health, and that we also have been asked by those persons to represent their interests. We submit to you this engagement letter to set forth the terms and conditions of our employment and our conflicts waiver. Conflict Disclosure and Consent to Continuing Representation. As I believe Timothy Parker communicated to you, my partner Mike Gossler and I met with Tim on Wednesday, June 22, 2005, to discuss the possibility of our firm substituting in for Tim's firm on this matter, due to Group Health's refusal to consent to his firm's continued involvement on behalf of the City and Kitsap County Medical Society. We subsequently met with you and members of your staff on June 29,2005. We indicated that we were willing to take the matter on, subject to the City's consent and waiver of any conflicts in connection with our law firm's pre-existing and ongoing representation of the Bremerton Housing Authority ("BRA"). While that is an unrelated matter, my partner Bill Goodwin indicates that the City is contemplating action that would result in the abolition of the BHA. Should that occur, and if the BHA Board decides to resist that action, it is conceivable that litigation could ensue between the BHA and the City. I f that occurs, our film will be representing the BHA and therefore will be adverse to the City of Bremerton with respect to that unrelated matter. MONTGOMERY PURDUE BLANKINSHIP & AUSTIN PLLC Roger A. Lubovich August 9,2005 Page 2 VVe have disclosed this potential conflict to both you and BHA and requested each client consent to this potential dual role, waive any potential conflicts of interest, and consent to our firm continuing as counsel for BHA. We do not believe that this representation will adversely affect the relationship with either client or that it will materially limit our representation of either client. Obviously, if at any time in the future we determine that out ability to act as zealous advocates for each client is compromised, or for any other reason it is not appropriate to continue representation for either client, we will notify each of you and take appropriate action, which likely would be withdrawing from the KPS rnatter and continuing on with the BHA representation, assuming ethical rules permit it. Needless to say, we advise and encourage the City to seek the advice of independent counsel in making this decision. Assuming the City consents to waiver of actual or potential conflicts, please signify by your signature and that of the Mayor, on the extra copy of this letter, and fax and mail the executed copy back to us. Similarly, you have indicated that the Kitsap County Medical Society and Kitsap County also wish to join in and participate with the City of Bremerton in its discovery of the basis for the proposed sale and the details on the proposed transaction, and depending on what is discovered, in opposing the proposed sale. The City, the Medical Society and Kitsap County each share a common interest in seeing that keep KPS remain a viable independent provider of medical insurance within the city of Bremerton, Kitsap County and the greater Kitsap Peninsula. As such, you have represented to us that neither the City, Kitsap County nor the Kitsap County Medical Society believe there to be any adverse interest among them, and by their signature below they waive any potential conflict of interest. By signing below, the City, Kitsap County and the Kitsap County Medical Society confirm they have been advised of their right to obtain the advice of independent counsel in making this decision to waive any potential conflicts, and that they do so voluntarily. Introduction. Because our primary emphasis and concern lie in resolution of the legal issues, we often fail to take sufficient time to reach a clear understanding as to the basis of payment for services rendered by our firm. While I apologize for the apparent formality of this letter, it is important that the financial aspects of the relationship are clearly understood. Therefore, we prefer to reach a written agreement with you regarding payment of fees and costs before undertaking your representation. When the addendum to this letter is countersigned by you and returned to us, it will serve as confirmation of that agreement. Our Approach to Practice. Montgomery Purdue tends philosophically to be practical and result-oriented in its approach to handling clients' affairs. Thus, it is not our general style to send two, three, or four lawyers to a meeting or hearing simply for the convenience of the lawyers when one lawyer can efficiently handle the matter. And although we believe that our lawyers, hired from among the best and brightest graduates available, are capable of first-class, highly innovative work,. we realize that not every job requires innovative work in order to be well done, and that not every client is willing or able to pay lawyers to search for the ultimate or absolute best answer on every project. We will discuss with you on a case-by-case basis alternate approaches and the costs and benefits of each approach. We therefore try to accomplish each proj ect in the most efficient manner possible, considering the nature and significance of the task at hand, and considering any time or other restraints imposed. To that end, we are interactive in assisting each other where, by virtue of Roger A. Lubovich August 9, 2005 Page 3 MONTGOMERY PURDUE BLANKINSHIP &1' AUSTIN PLtc training or experience, another lawyer in the firm has special abilities in a particular area. We believe that the combination of technological applications and an interactive, result-'oriented approach to problem solving gives us both the flexibility and the ability to handle our clients' needs efficiently, competitively, and well. Conclusion. We hope the discussion of billing matters, as outlined in the addendum following, will help you understand the financial side of our relationship. If you have any questions whatsoever regarding it, please do not hesitate to ask. We are always available to discuss your bill, and are glad to make our billing records available to you for inspection. We do not charge for time spent discussing billing matters. After you have read and understood this letter, please sign and return the extra copy enclosed. A stamped preaddressed envelope is also enclosed for your convenience. We appreciate this opportunity to be of service to you, and look forward to working with you. Weare pleased you are considering our firm as your legal counsel. Sincerely, Scott B. Easter S B E :jma \:c:lmpballetterslbremertonclientengage050808Itr.doc Enclosure cc: Michael E. Gossler Benjamin 1. VandenBerghe MONTGOMERY PURDUE BLANKINSHIP & AUSTIN PLLC Roger A. Lubovich August 9,2005 Page 4 ADDENDUM TO RETAINER LETTEJl. Scope of Services. We shall advise you as to procedural options available to force disclosure of additional information; In connection with the current operations of KPS and its ability to keep operating on a going concern basis, as well as the proposed transfer to Group Health, if so directed we will take steps to oppose the pending transfer of KHS to Group Health; and all matters reasonably related thereto. In requesting our services, you have authorized us to take all actions in connection with those services deemed by us to be reasonable or appropriate. We understand at this time that you are only engaging us to handle this specific matter. If you want us to undertake other matters, please advise us. Professional Staff"mg. Mike Gossler and I will be principally responsible for your case, although we may be supported by other lawyers, as well as by nonlawyers; such as law clerks and paralegals working under our supervision. This division of responsibility enables us to render a work product for you more efficiently, hence at less cost. It is anticipated that Benjamin 1. VandenBerghe, an associate in the firm, will perform some of the work on your behalf under the direction and supervision of Mike Gossler and me. Professional Fees and Costs. The fees will be based upon the actual time spent by the attorney or attorneys and, where appropriate, law clerks and paralegals performing the work, including time expended on telephone calls. My current hourly billing rate is $300.00; the hourly rate for Michael E. Gossler is $300.00; and the hourly rate for Benjamin 1. VandenBerghe is $150.00. We will send you itemized monthly statements for fees incurred and costs we have advanced on your behalf. While we understand that the City has entered into contribution agreements with others, including Kitsap County Medical Society and Kitsap County, with respect to payment of fees and costs incurred by our firm, you have agreed that invoices should be sent to the City and paid by the City, subject to its rights to pursue contribution from others. Those statements can be as general or as detailed in nature as you desire. Your statements will also include costs advanced on your behalf for photocopying, long-distance charges, travel expenses, mileage, filing fees, court reporter fees, messenger fees, process service fees, computer-assisted legal research, recording fees, and the like. Since copying charges can be significant on an active matter, please indicate to me your preference as to whether you want me to copy you with everything that is received or sent by our office, or simply those letters, memos, or pleadings that are particularly significant. If you do not express a preference, we will assume you want to receive a copy of everything. Obviously, we can adjust this at any time, consistent with your wishes. You have asked that we direct client copies to your attention and that you will distribute copies as appropriate, to other clients, which we are happy to do to help minimize copying charges. Termination of Service. You are, of course, free to terminate our services at any time, just as we are free to withdraw from representing you upon giving you reasonable notice and an opportunity to secure other counsel. At such time as our representation is terminated, however, " Roger A. Lubovich August 9, 2005 Page 5 MONTGOMERY PURDUE BLANKINSHIP & AUSTIN "nc we will expect payment in full from you for all fees and costs then unpaid. It is understood that the files maintained by our firm in support of our legal efforts are the property of the firm. Upon request, you will be provided with copies of your files, at your expense for our normal photocopy charges. APPROVED AND ACCEPTED: CITY OF BREMERTON ~. --- / ~ (~J: "Koger A. LUbO~~ AUo,:;:--' ~~~ ~y: . D6z.vmcill, M OJ ~~ L I YiMelf "'f/I;/;(fV^~ t t. 1-,4-4 { I p~ KITSAP COUNTY MEDICAL SOCIETY By: Jason C. Cheung, M.D. KITSAP COUNTY By: ...---'. D t .'!4 I I' C( 7" /~ a e: fi \..1. V- \ ( C(h,l) Date: dur. r, ~ ~ Date: Date: