HomeMy WebLinkAboutContract CAG-18-10
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AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT, dated May 25, 2018, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Perkins Coie LLP ("Consultant"), a Washington Limited
Liability Partnership. The City and the Consultant are referred to collectively in this Agreement as
the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties.
1. Scope of Work: Consultant agrees to provide legal services as specified in Exhibit A,which
is attached and incorporated herein and may hereinafter be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions,deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement upon
approval of this Agreement and continue performance for the duration of the litigation
in the underlying case referenced in Exhibit A, or until either party terminates
representation in a manner consistent with Consultant's applicable rules of professional
conduct.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $35,000, plus any applicable state and local sales taxes,
unless otherwise authoirzed in writing by the City. Compensation shall be paid based
upon Work actually performed according to the rate(s)or amounts specified in Exhibit
A. The Consultant agrees that any hourly or flat rate charged by it for its Work shall
remain locked at the negotiated rate(s) unless otherwise agreed to in writing or
provided in Exhibit A. Except as specifically provided herein, the Consultant shall be
solely responsible for payment of any taxes imposed as a result of the performance
and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed,the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant's performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement.The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10)calendar days' notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data,studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City,the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
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workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
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A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee.The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law,the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
11. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cros/One.aspx?portalld=7922741&pageld=9824882
PAGE 4 OF 9
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
12. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
13. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur,the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
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14. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
15. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON CONSULTANT
Shane Moloney, City Attorney Andrew L. Greene
1055 South Grady Way 1201 Third Avenue, Suite 4900
Renton, WA 98057 Seattle, WA 98101-3099
Phone: (425) 430-8487 Phone: 206-359-3234
smoloney@rentonwa.gov agreene@perkinscoie.com
Fax: (425) 430-6498 Fax: 206-359-4234
16. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
PAGE 6 OF 9
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
17. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
18. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Shane
Moloney. In providing Work, Consultant shall coordinate with the City's contract
manager or his/her designee.
PAGE 70F9
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort.This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
PAGE 8 OF 9
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties,and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
BY jt..'A �!
/f i
er By:
Gregg Zim -rm. ' Andrew L. Greene
Public Works Administrator Partner
///2.6)2.C./11 r),2*(9. Mii))
Date Date
Approved as to Legal Form
Shane Moloney
Renton City Attorney
Contract Template Updated 04/10/2018—customized for Perkins
PAGE 9 or 9
Legal Services Agreement - Exhibit A
Per .a ���� 1201 Third Avenue 0 +1.206.359 8000
t'" t"'C.( Suite 4900 0 +1.206.359.9000
Seattle,WA 98101-3099 i'erkinsGoie.corn
May 24, 2018 Andrew L.Greene
AGreene@perkinscoie.com
D. +206.359.3234
F. +206.359.4234
VIA E-MAIL
Mr. Shane Moloney
City Attorney
City of Renton
1055 S. Grady Way
Renton, WA 98057
Re: Legal Representation
Dear Shane:
We are delighted that the City of Renton ("the City," "you" or"your")has selected
Perkins Coie LLP as legal counsel. This letter describes the scope and terms of our engagement.
Although this letter addresses the formalities of our engagement, along with the City's
professional services agreement, we want you to know how honored we are to be working with
the City.
Perkins Coie will represent the City in connection with the recently filed Jansen Inc. construction
lawsuit. This letter will also apply to any additional matters that we undertake at the City's
request, unless otherwise specified in a separate engagement letter addressing that matter.
Unless other arrangements are made, the principal factors in determining our fees will be the
time and effort devoted to the matter and the hourly rates of the lawyers and paralegals involved.
I will have primary oversight for Perkins Coie's representation of the City, but we assign other
firm lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to
meet the time constraints of the matter. My current hourly rate for this initial matter, before a
discount is applied, is $575,but we have agreed to provide the City with a discount of 15% from
our regular rates. (This discount will be reflected on your monthly invoices.) Our hourly rates in
Seattle range from $995 per hour for our most specialized and experienced partners to $155 for
junior paralegals, depending on their experience levels. Our rates are adjusted at least annually,
usually on January 1. Services performed after the effective date of the new rates will be
charged at the new applicable rates unless otherwise agreed. We normally issue invoices for our
fees and disbursements on a monthly basis. These invoices include detail that most of our clients
find sufficient,but please let me know at any time if more detailed information is needed on our
invoices. Please also refer to the enclosed Information for Clients for specifics regarding fees,
disbursements,billing, payment, and termination of our representation should payment not be
made or other circumstances warrant.
LEGAL140000393.1
k.rhirs cor=I t:,
Mr. Shane Moloney
May 24, 2018
Page 2
Our representation of the City does not include acting as counsel for any entity in which the City
holds equity or any subsidiary, affiliate, equity-holder, employee, family member or other person
(collectively, "Affiliates"), unless such additional representation is separately and clearly
undertaken by us. If in the future we and the City mutually agree to expand our representation of
the City to include any of the City's Affiliates, it is agreed that the terms, conditions and
consents contained herein will apply to such representation(s).
Perkins Coie represents many other companies, individuals and government agencies ("clients").
During the time we are representing the City we may be asked to represent:
(1) other present or future clients in transactions, litigation or other disputes directly
adverse to the City that are not substantially related to our representation of the City;
and/or
(2) parties who are considered directly adverse parties in matters we handle for the City.
Our work for these directly adverse parties would be in matters that are not
substantially related to our work for the City; and/or
(3) the City in future transactions, litigation or other disputes directly adverse to other firm
clients in matters not substantially related to our work for the other firm clients.
We request the City's consent to allow Perkins Coie to undertake such future representations
without the need to obtain any further or separate approval from the City, as long as the
representations described in(1) and (2) above are not substantially related to work Perkins Coie
has done, or is doing, for the City. Your signature below constitutes the City's consent to such
representation(s). We agree not to use any proprietary or other confidential nonpublic
information concerning the City acquired by us as a result of our representation of the City in
connection with any litigation or other matter in which we represent a party directly adverse to
the City.
As I mentioned, we also have identified actual and potential conflicts of interest involving other
clients and the City. Perkins Coie currently represents the following clients in matters adverse,
or potentially adverse, to the City:
1. The Boeing Company, its subsidiaries and affiliates (collectively, "Boeing") in land use
matters adverse to the City. Boeing is adverse (or potentially adverse) to the City as the
land use regulatory body that governs permits and approvals that affect certain Boeing
properties located in Renton(the"Boeing Waived Matters")
By this letter, we seek confirmation that Perkins Coie has the informed consent of the
City to continue our representation of Boeing, as described below, in matters adverse to
the City, while undertaking representation of the City in unrelated matters.
LEGAL 140000393.1
Mr. Shane Moloney
May 24, 2018
Page 3
Under the rules governing professional responsibility and conflicts of interest, Perkins
Coie may represent Boeing in the Boeing Waived Matters adverse to the City and
simultaneously undertake the representation of the City in unrelated matters only under
certain conditions. First, we must have the written consent of each client. Second, we
must reasonably believe that our representation will not be adversely affected and that
we will be able to provide competent and diligent representation to each client. To the
best of our knowledge, the work we are now being asked to undertake for the City is
not related to any legal services that Perkins Coie has performed or is performing for
Boeing adverse to the City.
To ensure the protection of each client's confidences and secrets, we confirm that all
data and files relating to Boeing will be kept separate from the data and files relating to
work that we are doing for the City. Further, it is confirmed that the attorneys for the
City have not and are not doing any work for Boeing on the Boeing Waived Matters.
To further ensure each client's confidentiality, lawyers and staff representing the City
will not concurrently participate in the representation of Boeing in the Boeing Waived
Matters or discuss the Boeing Waived Matters with lawyers and staff representing
Boeing on the Boeing Waived Matters. Similarly, lawyers and staff representing
Boeing on the Boeing Waived Matters will not concurrently participate in the
representation of the City or discuss matters concerning the City with lawyers and staff
working on matters for the City. Based on these precautions, we are confident in our
ability to represent each client's interests without limitation or compromise across all
matters. Boeing is not involved in the work we have been asked to undertake for the
City, and we do not expect that Boeing will become involved. In the event that Boeing
does become involved in the matters we handle for the City, we will notify Boeing and
give Boeing an opportunity to review the ethical wall and other protocols that Perkins
Coie has put in place. If a dispute were to arise between Boeing and the City in
connection with the matters we handle for the City, Perkins Coie would not represent
either party.
By your signature below, you confirm that you understand that Boeing's consent is
contingent on the City agreeing not to use Perkins Coie's representation of it as a basis
for seeking to conflict Perkins Coie out of the Boeing Waived Matters or any other
current or future work for Boeing that is unrelated to our representation of the City.
2. Perkins Coie represents Puget Sound Energy, Inc., and its parent company, Puget
Energy, Inc., and their subsidiaries and affiliates, (collectively, "PSE"). Our current
and anticipated future work for PSE includes real and personal property matters,
bankruptcy, tax, litigation, Bonneville Power Administration, environment, contract,
transmission, interconnection, energy, utility, facilities, licensing, permitting, land use,
LEGAL 140000393.1
krir t:.caztI
Mr. Shane Moloney
May 24, 2018
Page 4
regulatory, corporate, administrative, safety, employment, business, financing, and
other matters. Adversities to the City on behalf of PSE might arise, for example, in
connection with matters of the type described above, including matters involving
disputes, claims, or litigation(or regulatory, administrative or arbitration proceedings),
which arise out of the foregoing matters or which may arise under tort, contract,
condemnation,bankruptcy, or other law or statute. Currently, Perkins Coie is advising
PSE in connection with several matters adverse or potentially adverse to the City,
including, but not limited to, land use matters and electric and gas franchise matters.
Additionally, the firm anticipates that PSE will continue to interact with the City. This
consent is intended to cover all matters in which the City might be adverse, including
regulatory matters before the WUTC and environmental and land use matters.
Under the rules governing professional responsibility and conflicts of interest, Perkins
Coie may represent PSE directly adverse to the City in the matters outlined above, and
simultaneously represent the City in unrelated matters, only under certain conditions.
First, we must have the written consent of each client. Second, we must reasonably
believe that our representation of each client will not be adversely affected and that we
will be able to provide competent and diligent representation to each client. We are
confident that our relationships will not be adversely affected and in our ability to
represent each client's interests without limitation or compromise. Your signature
below will confirm that the City consents on an informed basis, after full disclosure of
the conflicts of interest, to Perkins Coie's representation of PSE as outlined above in
matters adverse to the City, while simultaneously undertaking representation of the City
in unrelated matters.
If, in the future, the City wishes to withdraw or limit any of the consents provided in
this letter, Perkins Coie may withdraw from representation of the City. Such
withdrawal will be the City's sole remedy. The City agrees that it will not seek to
recover attorneys' fees expended prior to Perkins Coie's withdrawal and will not seek
to disqualify Perkins Coie from continued representation of other firm clients, including
PSE, on current and future matters.
3. Renton School District - Perkins Coie currently represents the Renton School District in
real estate and other land use matters adverse, or at least potentially adverse, to the
City.
4. S Properties - Perkins Coie currently represents S Properties in land use and other
matters related to potential Sound Transit's condemnation of property in Renton, WA
Under the rules governing professional responsibility and conflicts of interest, Perkins
Coie may represent the Renton School District and S Properties in the matters described
LEGAL140000393.1
Mr. Shane Moloney
May 24, 2018
Page 5
above adverse, or potentially adverse, to the City and simultaneously undertake
representation of the City in unrelated matters only under certain conditions. First, we
must have the written consent of each client. Second, we must reasonably believe that
our representation will not be adversely affected and that we will be able to provide
competent and diligent representation to each client. To the best of our knowledge, the
work we are now being asked to undertake for the City is not related to any legal
services that Perkins Coie has performed or is performing for the Renton School
District or for S Properties adverse to the City.
In light of the foregoing, your signature below will confirm that you consent, on an
informed basis, to Perkins Coie's representation of Renton School District and S
Properties in matters adverse to the City and simultaneous representation of the City in
unrelated matters.
None of the specific consents sought for the firm's active adversities are intended to limit the
prospective consent above.
Perkins Coie may need to consult with or secure consent from its other current or prospective
clients who are or may become adverse to you in order to clear or address actual or potential
conflicts of interest. You agree and consent that to the extent it is reasonably necessary in such
communications, Perkins Coie may disclose to each such current or prospective client the fact
that Perkins Coie has or has had an attorney-client relationship with you.
During our representation of the City, there may be issues that raise questions about our duties
under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict
of interest issues, and could even include issues raised because of a dispute between us and a
client over the handling of a matter. Normally when such issues arise we would seek the advice
of our Professional Standards Counsel, Loss Prevention partners or Professional Standards
Conflicts Attorneys who are experts in such matters. Consistent with the rulings of courts in
many jurisdictions, we consider such consultations to be attorney-client privileged conversations
between firm personnel and counsel for the firm. However, there have been judicial decisions
indicating that under some circumstances such conversations involve a conflict of interest
between the client and Perkins Coie and that our consultation with Perkins Coie's counsel may
not be privileged, unless we either withdraw from the representation of the client or obtain the
client's consent to consult on a privileged basis with Perkins Coie's counsel.
We believe that it is in our clients' interests, as well as ours, that in the event legal ethics or
professional responsibility issues arise during a representation, we receive expert analysis.
Accordingly, as part of our agreement concerning our representation of the City, you agree that if
we determine in our own discretion during the representation that it is appropriate to consult with
our firm counsel (either Perkins Coie's internal counsel or, if we choose, outside counsel) we
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Mr. Shane Moloney
May 24, 2018
Page 6
have your consent to do so on a privileged basis despite any alleged conflict of interest. You
further agree that our continuing to represent you at the time of such consultation shall not
thereby waive or otherwise limit any attorney-client privilege that Perkins Coie has regarding the
confidentiality of our communications with our own in-firm or outside counsel. The costs
associated with such legal counsel for Perkins Coie will be paid solely by Perkins Coie and will
not be charged to you in any way.
This letter, along with the City's professional services agreement and the enclosed Information
for Clients,confirms the terms and conditions under which Perkins Coie LLP will provide legal
services to the City. Unless otherwise agreed in writing,the terms of this letter and the enclosed
Information for Clients will also apply to any additional matters that we undertake at the City's
request. If you agree that this letter correctly describes the terms of our engagement,please sign
and date a copy of this letter and return it to me. Should you have any questions about this letter,
our services or fees,or if you have any other concerns,please call me at any time. We look
forward to working with you and are gratified by your confidence in Perkins Coie.
Sincerely,
Andrew L. Greene
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Enclosures: Information for Clients
Perkins Coie IRS form W-9
ACCEPTED AND AGREED:
CITY OF RENTON
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Its: City Attorney ,/•' "
Date: ? V--
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Information for Clients
Perkins Coie LLP is pleased to serve you. The following information explains the terms that apply to our
engagements(except to the extent that you have reached a different written understanding with us about particular
terms)for legal services provided by Perkins Coie LLP. No changes or additions to these terms will be binding
unless confirmed in writing sent by us or signed by us. We encourage you to discuss this information with our
lawyers at the inception of a matter and whenever you have questions during the course of that matter. Section
headings are for convenience of reference only and not intended to affect the interpretation of the provisions of such
sections.
Personnel. We generally assign one lawyer primary responsibility for seeing that your requests for legal services
are met,but additional lawyers,paralegals and technology professionals may assist in rendering the most appropriate
and efficient legal services. We attempt to assign personnel to each matter based on the nature and scope of the
issues raised by the matter and our lawyers' experience and expertise.
Basis for Fees. We charge for legal services rendered by our firm at applicable hourly rates. Each attorney,
paralegal,and other timekeeper records time at assigned billing rates. Because hourly rates vary among personnel,
each statement typically reflects a composite of several hourly rates. Those rates are reviewed periodically and
change at least annually(usually on January 1)based on economic factors and the changing experience levels of our
personnel. Services performed after the effective date of the new rates will be charged at the new rates.
Disbursements and Other Charges. In the course of performing legal services for you,various services may be
provided by third parties. Examples include messenger and courier charges,filing and recording fees,foreign agent
fees,court reporters and transcript costs, expert and other witness fees,discovery vendor costs,charges for outside
consultants and research services,and travel expenses. You are responsible for these third-party charges,and we
reserve the right to forward their invoices directly to you for payment. For administrative ease,however,we may
advance payment to the third-party provider and include the charge on our invoice to you,with no markup for
handling. We will retain and not allocate to clients relatively insignificant discounts we receive for prompt payment
or volume usage. For patent,trademark and other matters that may involve significant third-party payments,you
may be required to maintain a minimum balance in a trust account to fund such payments. You will be advised of
any such requirements,and we will not be obligated to request or pay for third-party services not fully covered by
such deposits.
We will also charge you for certain internal services we provide in connection with our legal services. As noted
below,because we both invest in specialized equipment and commit to long-term contracts with computer research
vendors(such as Westlaw)and other vendors,we achieve savings in exchange for guaranteed payment,usage or
other obligations undertaken at our risk. This allows us to charge our clients for certain services at rates discounted
below standard rates. However,the payments we receive from clients for these services may exceed our total
payments to the vendors. This excess is used to partially offset the costs we incur for related equipment and
personnel and the risks we assume in entering into these contracts.
We currently charge specific internal costs in the following manner:
1. Photocopying,Printing,and Facsimile. In our U.S. offices,clients are charged ten cents per
page for photocopying. These charges are higher in our non-U.S. offices. We do not charge for facsimiles
sent or received.
2. Computer Research. There is no extra charge to clients for our use of the firm's internal work
product retrieval system. Clients are charged for computer-assisted research from outside services,other
than many Westlaw Services,at the vendors' standard rates. For many services from Westlaw,our primary
outside computer-research source,we are able to charge clients just 37%of Westlaw's standard rates as of
2016 because we committed to a long-term contract with monthly minimum payments. We may
occasionally be able to pass along other discounted rates for computer-assisted research from outside
sources when we can negotiate volume discounts.
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3. Telecommunications. We do not charge for local or long-distance calls or for any email
communications. Credit card and cell phone calls necessitated by work on your matters are charged at our
actual cost.
4. Mail/Messengers. In our larger offices,we may use firm messengers whenever appropriate to
shorten delivery times and offer greater flexibility. Charges for such internal messengers are equal to or
below rates charged by outside messengers for similar services. We do not charge for regular mail. Bulk
mailings,packages,overnight deliveries,and special postal services are charged at our actual cost.
5. Overtime. Clients are charged for staff overtime,meals,and transportation only when(a)the
client specifically requests after-hours effort or(b)the nature of the work necessitates overtime and such
work could not have been done during normal work hours.
6. Discovery Services and Database Hosting. Certain matters,particularly large-scale litigation,
may require certain discovery and ancillary support services such as data processing,data hosting and
certain software solutions that you instruct us to use. In some instances we may be able to reduce costs by
contracting with vendors,including discovery and data storage vendors on whose servers and other media
your information may be stored,to purchase a quantity of service over time that is beyond the needs of a
single client. Because these services require us to incur management and other overhead expenses,we may
bill you at a reduced per-unit rate that does not fully reflect the quantity of discounts we ultimately obtain.
Invoices and Payment. We typically bill monthly,and payment is due upon receipt of the invoice. Payment of an
invoice will reflect your agreement to the amount charged on that invoice,and you must bring any misbilling or
other charge that you believe is inappropriate to our attention within 45 days of presentation of the invoice. To the
fullest extent permitted by law,you agree that we have an attorneys' lien(including,without limitation,in the results
of our services)to secure payment of the obligations owed us and that we may take steps to inform others of any
attorneys' lien rights we might have. For accounts not paid within 30 days of the invoice date,we add a late
payment charge of 1%per month(or such lower rate as required by applicable law)on unpaid balances from the
invoice date. Unless otherwise agreed upon,we may apply payments first to our own attorneys' fees and costs of
collection, second to our late charges,third to our invoiced fees,and finally to our invoiced disbursement charges.
Our election not to exercise any rights or not to require punctual performance of each provision of this agreement
will not be construed as a waiver or relinquishment of our rights. We do not and cannot guarantee the outcome of
any matter or particular results,and payment of our fees and disbursements is not conditioned on any particular
outcome. If we are required to bring an action or proceeding to collect fees or disbursements due us,we will also be
entitled to recover certain fees and costs. These include,but are not limited to,our own outside attorneys' fees,
expert witness fees,other costs of collection billed to us,and the value of legal services Perkins Coie's own
attorneys perform in analyzing or prosecuting a collection action if such circumstances arise on your account. You
consent to venue and jurisdiction wherever we have an office with attorneys who worked on your behalf. Also,if
we are required to testify,produce documents,or respond to other requests in connection with litigation or other
proceedings commenced by third parties that relate to our representation of you,you will pay us our reasonable fees
and costs incurred in connection with such activities. For matters handled by our New York lawyers, the client may
have a right to arbitrate fee disputes under Part 137 of the Rules of the Chief Administrator of the New York
Supreme Court,Appellate Division.
E-billing Set-Up. We understand that our clients often use e-billing services. In many instances,those e-billing
services electronically send our clients' Outside Counsel Guidelines as part of the procedure to set up the account.
Acceptance of Outside Counsel Guidelines by our finance/billing personnel through e-billing services set-up is to
facilitate invoicing. To the extent that there may be provisions within those guidelines that conflict with this
engagement letter or the Information for Clients attachment,this engagement letter and attachment will control
unless we otherwise mutually agree in writing.
Insurance Coverage. You may have insurance policies relating to a matter for which you engage us that might
cover,among other things,reimbursement of attorneys' fees and costs. If coverage is potentially available,
including coverage for our fees and costs,your appropriate insurance company must be notified as soon as possible.
We can advise you on the availability of insurance coverage only if you expressly and timely request that we do so,
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we do not have a conflict of interest,and we agree to undertake such additional work. You would then need to
furnish us copies of all relevant insurance policies and related documents. Regardless whether,when,and to what
the extent insurance coverage might be available to reimburse all or a portion of our fees and costs,you nevertheless
remain primarily obligated for amounts owed us,including any late charges that accrue during any delay in payment
by others.
Advance Payments and Estimates. We may require advance payments before working or continuing work on a
matter. Of course,the amount of work we are called upon to perform may subsequently exceed our prior
expectations. Regardless of whether you make an advance payment,you agree that any budget,estimate,or similar
range for potential charges is nothing more than a forecast based on then-current assumptions,and any such forecast
may be high or low due to changed or unforeseen circumstances. We reserve the right,as a condition of providing
additional services,to require an increase in any advance payment.
Legal Service Provider. We provide strictly legal services to you in connection with this agreement. You are not
relying on us for any services other than legal services,and we are specifically not providing any business,
investment,insurance,or accounting advice or any investigation of the character or credit of persons with whom you
may be dealing.
Identity of Client. You confirm that we are being engaged by you and not any of your subsidiaries, affiliates,
equityholders,employees,members of your family,or other persons(collectively,"Affiliates"),unless we
separately and explicitly undertake such representation. You also expressly confirm that,as our representation is
limited to you and does not include acting as counsel for your Affiliates,we may represent other clients adverse to
your Affiliates without disclosing those matters to you or obtaining your consent. If in the future we agreed to
expand our representation of you to include one or more of your Affiliates,you,and Affiliate(s),agree that the
terms,conditions and consents contained in our engagement letter with you will apply to such representation(s).
Conflicts of Interest. We have performed a search of our other clients to determine whether representing you might
create a potential conflict of interest with any other clients. That check was done using your name and any other
names you gave us. Please inform us immediately if you use other names or have affiliated companies that we
should enter into our conflicts system.
Cooperation/Reliance on Accurate Information. To enable us to represent you effectively,you will cooperate
fully with us in your matter(s). You and your agents will fully and accurately disclose to us all facts and documents
that may be relevant to a matter we undertake or which we may otherwise request. This information will form the
basis of our legal advice.
Email Communication Disclaimer. Many of our legal professionals receive hundreds of email messages per day
(in addition to spam). Although email is an efficient method for many communications,it can also be delayed in
transit or otherwise missed(e.g.,blocked by our anti-spam software). If you have not received a response or
acknowledgement of receipt of an email,please notify the intended recipient.
Termination of Services. We retain the right to cease performing legal services and to terminate our legal
representation for any reason consistent with ethical rules,including conflicts of interest or your failure to pay our
legal fees and expenses when due. Our representation in any matter will also cease on completion of our work on
that matter unless you ask us to perform additional work that we agree to undertake. Performing additional services
for you on the same or any other matter is subject to these terms and conditions,our mutual concurrence and
clearance of conflicts,if any. We are unable to assure you that matters for other clients will not conflict us out of
additional matters you might later ask us to undertake. On completion of a matter,we may close our files and,
absent a specific written undertaking to do so,will not thereafter be obligated to docket milestones,make additional
or continuation filings,pursue appeals,take other steps on your behalf on the matter,or monitor or advise you with
respect to changes in the law or circumstances that might bear upon or adversely affect the completed matter. If you
wish to have us return material from your files after the conclusion of a particular matter,we will provide you such
material at your request and expense. Some of our practice groups consider our electronic records to be the official
client file. Thus,requests for copies of client files may be provided in electronic form only. We will have no
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obligation to retain client files more than one year after the conclusion of a particular matter or our representation.
Our representation of you will be deemed concluded at the time that we have rendered our final bill for services on
the matter described in our engagement letter or any such additional matters that are clearly undertaken by us.
Whether we will undertake any further matters and form an attorney-client relationship again will depend upon your
request,our performance of a conflicts check and our expression to you of our willingness to accept any further
matters.
Alliances/Other Counsel. Many of our clients also have international or other legal needs we cannot fulfill. This
causes us from time to time to establish ongoing working relationships or strategic alliances with law firms in other
jurisdictions. While our close relationships with our legal colleagues at these firms have helped us provide
coordinated representation for many of our clients,these firms(and other firms we may recommend to our clients)
are separate from and independent of Perkins Coie. We do not share personnel or fees,do not have common
operations beyond occasional joint seminars and presentations,and must check any other firm's conflicts of interest
before that firm's lawyers may jointly represent any of our clients. Under rules in certain jurisdictions where we
practice,we must advise you that you may consult independent counsel to advise you regarding these documents
governing our relationship,and we encourage you to do so if you like. Also,you retain the right to consult with
independent counsel at any time while we represent you. However,we are not responsible for any advice an
independent counsel may give you,and such consultation will be entirely at your expense.
Questions. We endeavor to deliver legal services effectively and efficiently and to render accurate and
understandable billings. Please direct any questions about services or billing practices to your client service lawyer.
Questions regarding the billing or payment status of your account may also be directed to the Client Accounting
Department in our Seattle office at 1-800-261-3143 (206-359-3143 in the Seattle area).
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