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HomeMy WebLinkAbout5708FREYBUCK R S. 1200 Fifth Avenue, Ste. 1900 Seattle, WA 98101 TEL (206) 486-8000 LEGAL SERVICES AGREEMENT This Legal Services Agreement ("Agreement") is a contract between the law firm of Frey Buck, P.S. ("firm," "we," "our," or "us") as your legal counsel and you as the client. This contract describes the nature and scope of our representation of you and how we charge for legal services. If you want to enter into this Agreement for legal services and agree with the terms as stated below, please sign and date the bottom of this document where indicated. 1. Client. The City of Bremerton is engaging with us to provide legal services for its law enforcement employees on an as -needed basis, as requested by the chief of police or his/her designee. Hereinafter, "you" or "your" shall refer to the City of Bremerton or its law enforcement employees, as appropriate. Note that the City of Bremerton will be acting as a third party payor; we will not represent the city itself. We will limit our representation to those city employees in need of assistance as requested in the manner described. Our representation will be limited to the designated employee(s), and we will not be representing any of your affiliates, owners, members, directors, officers, other employees, partners or family members unless we are specifically engaged to do so. Accordingly, absent a specific, separate engagement to represent other persons or entities, you agree that our representation of you does not create an attorney- client relationship between the firm and any other persons or entities. 2. Scope of Engagement. We have been engaged to represent you in connection with Police Officer Consultant Services on an as -needed basis, as requested by the chief of police or his/her designee (the "Matter"), and do not represent you generally or with regard to another matter unless otherwise agreed in writing. Any material change in the nature or scope of our engagement is subject to our mutual agreement, confirmed in writing. If the nature or scope of our engagement changes, the terms set out in this contract will apply to the new or expanded engagement unless we enter into a further agreement with respect to the new or expanded engagement. You understand that, unless we agree separately, we will not be undertaking any action on your behalf on any other actual or potential claims or litigation, and will not be responsible for anything associated with such claims, including assuring that any such claim is timely filed to protect any rights you may have. 2.5. Term. This Agreement commences upon execution by both parties and shall continue in full force and effect until terminated pursuant to paragraph twelve (12). 3. Scope of Legal Services and Attorney Discretion. You are our client and we endeavor to perform those services that are necessary and prudent given the nature of the Matter. We shall perform such legal services that in our discretion may be necessary to obtain your objectives in the Matter. Our services may include correspondence, conferences and telephone calls with you, attorneys representing other parties, consultants, and third parties who have relevant 1200 FTM AVENUE SUITE 1900 • SEAME, WA 98101 - P: 206186-1200 • F: 206-902-9660 100274581;11 information, legal research, drafting documents, court appearances, and other activities appropriate to our efforts on your behalf relevant to the matter. Our charges may include travel time necessary to perform our services. We shall endeavor to keep you reasonably informed on the status of the Mattel`, but in certain circumstances we may act without consulting you if the action is common in the course of such representation or where we are required to take actions to protect your interests. You may contact us at any point in the representation to inquire as to the status, strategy, costs or any other matter relevant to our representation. We may render opinions as to the merits and weaknesses of your position or objectives in the Matter to assist you in weighing your options. While -'we will endeavor to provide you the best possible direction on the Matter, our opinions do not constitute a guaranty or assurance of any particular result. We will not settle or compromise your Matter without your consent. 4. Staffing. The lawyer signing below on behalf of Frey Buck, P.S. will have primary responsibility for the firm's work on this Matter. That lawyer may ask other lawyers or legal assistants to work on your Matter to assist that lawyer. Fees. Our attorneys charge between $250 and $450 per hour, depending on experience, expertise and area of practice. The primary attorney on this matter at this time, Ted Buck, will charge $295 per hour on this matter. We may also utilize paralegals or law clerks in relation to the Matter as a means of providing you more efficient service. Our rate for paralegals and law clerks ranges from $75 to $175 per hour depending on experience and expertise. Time is billed at one-tenth (1/10) hour increments. We may from time to time increase our rates, and will inform you of any such increase in our billing statements. We will keep an itemized record of all legal services performed, expenses advanced, and overhead expenses incurred on your behalf. This detailed itemized record will describe the work we perform, and the length of time we take to perform the work. We will record this work at our professionals' standard hourly rates. 6. Costs and Expenses. In addition to the fees described in paragraph 5, you understand that there will be costs incurred related to the Matter. Costs may include but are not limited to court filing fees, court reporter fees, deposition transcription charges, fees of consultants and expert witnesses, travel expenses, special exhibit preparation, and reprographic services. We will advance payment on your behalf for all costs less than $500; we will provide you the invoice for costs greater than $500. You agree to pay all costs, including any costs that are advanced by us. If we advance costs for more than thirty (30) days, you agree to pay interest on costs advanced at one percent (1%) per month. Unless otherwise agreed, we shall charge you the following amounts incurred on your behalf: for in -office services (and messenger services provided by outside vendors at a flat monthly fee to us): FEE AGREEMENT — City of Bremerton Page 2 of 7 {002745131;11 a. Reprographic Services: $0.15 per page where time permits; volume copy projects or rush projects may be sent to an outside vendor and billed at our actual cost. b. PostagelAir Courier: We do not charge for routine postage, but will charge for extraordinary postage or overnight packages at our actual cost. C. Computer Legal Research: Our actual cost (prorated on flat monthly fee). d. TelecommunicationlVideo Conferencing: We do not ask you to pay for anything associated with routine telephone calls beyond the time of our timekeepers who are involved in the calls. If we utilized videoconferencing services or other extraordinary technology for conferencing, we will charge you at our actual cost, if any. e. Messenger Delivery: Our actual cost. f. Travel Expenses: Hotel, airfare, taxi, car rental, meals, and other travel expenses are billed at our actual cost. Mileage on vehicles owned by our personnel utilized in our representation of you is billed at the then -current I.R.S. reimbursement'rate. g. Overtime Wages of our Non-exempt Employees: In unusual circumstances, if we need additional assistance beyond the working day from our non-exempt employees, we will bill you for our extra costs associated with that effort at our actual cost, including employer's taxes and fringe benefits. Except in extraordinary circumstances, we will inform you of the need for such extra assistance ahead of time. h. Exceptional use of Ofj`ice Supplies: We do not charge for routine office supplies. However, in particular cases involving unusual document volumes or other extraordinary circumstances, we may charge you for exceptional use of specialty supplies including three-ring binders, index tabs and overhead transparencies, at our actual cost. You understand that we utilize experts or consultants ("experts") from time to time; you agree to pay the fees and costs associated with the expert's work on the Matter. You may be billed directly by the expert, in which case you agree to pay the expert's invoices directly to the expert. We may also advance the costs associated with the expert on your behalf and include those charges on our invoices to you. We may retain consultants including architects, engineers, physicians, accountants, appraisers and other professionals as appropriate to your Matter. Except in unusual circumstances, we will seek your pre -authorization to retain any necessary consultants. You understand that, to preserve confidentiality of communication between our firm and a consultant, it may be advantageous for the consultant to have been retained directly by us. You agree to indemnify and hold us harmless from any claim for non-payment of amounts charged by any expert or consultant. FEE AGREEMENT — City of Bremerton Page 3 of 7 {00274581;1} written notice to you if, among other things, you fail to honor the terms of this Agreement (including your obligation to make timely payments), fail to cooperate, or if any facts or circumstances would, in our view, render our continuing representation unlawful, unethical or ineffective. Absent express notice of termination, our representation of you will terminate (i) with respect to a particular matter for which we have been engaged, upon completion of our work on such matter, or (ii) after a period of six (6) consecutive months in which no work has been performed by our attorneys on your behalf (if no further work is then contemplated). Upon the conclusion of such period, you agree that our representation has ended absent written agreement between us extending to supplanting this Agreement. B. If either you or we terminate our representation of you for any reason, and unless you object to our termination of our representation, you will take all steps necessary to free us of any obligation to perform further services for you, including the execution of any documents necessary to substitute counsel, and to consent to our withdrawal as your counsel in any proceeding. C. The 'termination of our attorney-client relationship will not affect your ongoing responsibility for any fees or other charges incurred through the date of termination. In the event of termination, you agree to pay us is the reasonable value for services rendered plus un -reimbursed costs. You agree to pay in full the amount due within thirty (30) days of receipt of the itemized bill for services rendered and costs incurred. Calculation of a reasonable attorney fee shall be made pursuant to Washington law, including those factors enumerated in Rule of Professional Conduct 1.5, and is not limited to the time expended at customary hourly rates and costs :incurred. Fees may be calculated on a percentage basis if appropriate under Washington law. D. Upon termination of our active involvement in a particular matter, we will have no duty to inform you of new developments or changes in law that may be relevant to such matter. Further, unless you and the firm agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines that may arise with respect to . such matter. If your matter involves obtaining a judgment and such judgment is obtained, we will only be responsible for those post judgment services (such as recording abstracts, filing judgment liens, and calendaring renewal of judgments) as are expressly agreed to by the firm and for which you will be obligated to pay. You agree that you understand that collecting on a judgment can be a lengthy process, and that the ability to collect may change over time; we will assist you in such action only if we agree to the scope of such effort. 13. Document Retention. Upon the conclusion of our representation of you on a particular matter, your original hard copy documents and property related to the matter (such as executed agreements, releases, deeds, title documents, insurance documents, stock certificates, wills, trusts, powers of attorney and other final estate planning documents) will be delivered to you unless we agree to retain the same on your behalf. At that time, you may also request that we deliver to you the remainder of your client file on the matter (excluding internal work product not related to our efforts on your behalf). If you do not request the remainder of your file at that time, you hereby authorize us to destroy your file in accordance with our retention policy then in effect for client files without further notice to you. The firm retains the right to make copies of FEE AGREEMENT — City of Bremerton Page 5 of 7 {00274581;1} your file for our own information and retention purposes. We advise you to preserve both paper and electronic files returned to you that may be related to a matter that might end up in litigation. This litigation hold should be implemented immediately upon knowledge of reasonably anticipated litigation. 14. Tax Advice. U.S. Treasury Regulations require that, when we render certain types of written tax advice, we follow detailed specified procedures, unless the advice contains a disclaimer that it cannot be relied upon to avoid penalties that may be imposed under the Internal Revenue Code. We now attach such a disclaimer to many forms of routine client communications to avoid subjecting clients to undue expense or delay. The disclaimer will not appear in instances where we have been engaged by you to render tax advice and you have instructed us to follow the procedures mandated by the Treasury Regulations so that you may rely on such advice for purposes of avoiding penalties under the Internal Revenue Code. 15. Probate and Guardianship. N/A 16. Medical Subrogation. N/A . 17. Dispute Resolution. If you have any questions or concerns about our work for you, please raise them with the lawyer signing below or with the firm's president. We will investigate any concerns promptly and do what we reasonably can to resolve the issue to your satisfaction. If a satisfactory resolution cannot be reached informally, you agree to mediate the dispute with us using an agreed-upon mediator. If mediation fails, the Parties agree to venue for any action in the courts of Kitsap County. Both the furn and you agree that each party shall be responsible for its own attorney fees, and agree to split the costs associated with mediation. 18. Lien, Assignment and Power of Attorney. You grant the firm a lien against any proceeds that may become payable to you in connection with the Matter for payment of any amount due us under this Agreement, if applicable. You authorize us to act for you in your name, including authority to receive any monies or other property to which you are entitled, and this Agreement shall operate as an assignment to us of said money or property to the extent of any amount then due us. You agree to cooperate with us in providing a power of attorney to assist in the Matter as necessary. 19. Individual Guaranty. N/A 20. Governing Law. This engagement letter Agreement will be governed by and construed in accordance with the laws of the State of Washington. 21. No Guarantee. As with any matter, attorneys cannot guarantee results, and, as such, we provide no guarantee of any particular outcome. 22. Insurance. We will provide to your designee proof of professional liability insurance evidencing coverage of at least $1,000,000.00 for errors and omissions that may occur in the course of our representation of your employees. We will provide evidence of renewal on an annual basis. FEE AGREEMENT — City of Bremerton Page 6 of 7 (00274581;1) 22. Entire Agreement . This Agreement contains the entire agreement between you and the firm, and may not be modified except by written agreement signed by both you and the firm. This Agreement is binding on the respective heirs, successors and assigns of both you and the firm. As previously noted, by signing this, you are entering into a contract for legal services. Please review this contract carefully. You have the right to seek independent counsel to review this contract. We encourage you to let us know if you have any concerns or questions about this Agreement. Agreed to this -1 day ofJ� 2011 Agreed to this 7 day 2011 CITY of BREMERTON FREY BUCK, P.S. By By: Ted Buck Address: Phone: Email: FEE AGREEMENT — City of Bremerton Page 7 of 7 (00274581;1)