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HomeMy WebLinkAboutAgreements/Contracts - Central Services7 Board of County Commissioners Re: Retainage of Legal Counsel in regard to the new jail construction and CPARB Grant County Centrg Services POBox 37 Ephrata WA 98823 (509) 754-2011 Ext -3276 July 5, 2022 (consent walk-on) As discussed in updates with the board, the process for the County to receive permission from the Capital Projects Advisory Review Board (CPARB) to perform a project through the General Contractor, Construction Manager (GCCM) delivery process requires a few specific guidelines that are meant to help the County achieve the best project possible. One is to hire a project manager who has documented experience in projects valued over ten million dollars. We achieved this by entering into an agreement with David Beaudine of CBRE/HEERY Who is well versed in these projects and is known to be a great asset to those on the project review committee (the sub committee of CPARB who will recommend the GCCM designation award). The other is an attorney who specializes in this type of construction law, who is experienced in the various types of construction contracts (which will be numerous) of projects valued above ten million dollars and is well known for representing public agencies in projects delivered through the GCCM process. A well-known attorney to the CPARB committee is Graehm Wallace of PerkinsCoie based in Seattle WA. By the recommendations of many he is one of (if not) the best-known attorney to have for our project. His engagement will be kept to a minimum but is an important part of the team and Central Services recommends we retain his services. Therefore, Central Services recommends the signing of this engagement letter which reviewed by our Prosecuting Attorney and been given his auth appreciate the Boards support in this next step of ensuring we av e going forward with this critically important project. JUL 12 2022 Respectfully Submitted, u0m &aincf Tom Gaines Director, Grant County WA Central Services Department Tom Gaines Director of Central Services tgaines@grantcountywa.gov ma • � 1°, se r s Fit.' f yi• I �C"pg, g�. ?�(�} � ' Bp ��j a.�+L @ ..d i VA". roG k €,c r° 0 f{ v Id 14JI d F�,i, +5,: I ��ee.. N E ....n,x.r.�n:1.a.s.+_+m.ir_:.e<r..o.a..-n..s.e•_+...r - - ...io,w-lr�crosnaarr_-_vaxan5 "To meet current and future needs, serving together with public and private entities, while fostering a respectful and successful work environment" June 29, 2022 VIA E-MAIL Grant County Commissioners Grant County 35 C Street NW PO Box 37 Ephrata, WA 98823 Re: Legal Representation Dear Grant County Commissioners: 1201 Third Avenue 0 -0.206.359.8000 Sure 4900 0 +1.206.359.9000 Seethe, WA 98101-3099 PerkinsCoie.Com Graehm C. Wallace GWallace@perkinscoie.com D. +206.359.3921 F. +206.359.4921 We are delighted that Grant County ("Grant County," "you" "your") yourrr) has selected Perkins Coie LLP as legal counsel for your upcoming GC/CM project. This letter describes the scope and terms of our engagement. Although this letter addresses the formalities of our engagement, we want you to know how honored we are that you have placed your trust in us. Perkins Coie will represent you in connection with construction related contracts. This letter will also apply to any additional matters that we undertake at Grant County'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 Grant County, 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 is $775, to which we will apply a discount of 10% as you are a public entity. This discount will be reflected on your monthly invoices. Our hourly rates range from $1,165 per hour for our most experienced partners to $325 for our most junior associates and $440 to $170 for paralegals, depending on their experience levels. These 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. 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. Perkins Coie LLP 153453338 Grant County Commissioners June 29, 2022 Page 2 Our representation of Grant County does not include acting as counsel for the Grant County PUD, Grant County CASA/GAL Program, the Grant County Housing Authority nor any other specific agency or entity with which Grant County is affiliated, 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 Grant County mutually agree to expand our representation of Grant County to include any of Grant County's Affiliates, it is agreed that the terms, conditions and consents contained herein will apply to such representation(s). Perkins Coie also represents many other companies, individuals and government agencies ("clients"). During the time we are representing Grant County we may be asked to represent: (1) other present or future clients in transactions, litigation or other disputes directly adverse to Grant County that are not substantially related to our representation of Grant County; and/or (2) parties who are considered directly adverse parties in matters we handle for Grant County. Our work for these directly adverse parties would be in matters that are not substantially related to our work for Grant County; and/or (3) Grant County 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 Grant County's consent to allow Perkins Coie to undertake such future representations without the need to obtain any further or separate approval from Grant County, as long as those representations described in (1) and (2) above are not substantially related to work Perkins Coie has done, or is doing, for Grant County. Your signature below constitutes Grant County's consent to such representation(s). We agree not to use any proprietary or other confidential nonpublic information concerning Grant County acquired by us as a result of our representation of Grant County in connection with any litigation or other matter in which we represent a party directly adverse to Grant County. 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 Grant County, 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 Perkins Coie LLP 153453338 Grant County Commissioners June 29, 2022 Page 3 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 Grant County, 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 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 enclosed Information for Clients, confirms the terms and conditions under which Perkins Coie LLP will provide legal services to you. 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 your 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, G ae m C. Wallace Enclosures: Information for Clients Perkins Coie IRS Form W-9 Perkins Coie LLP 153453338 Grant County Commissioners June 29, 2022 Page 4 ACCEPTED AND AGREED: GRANT COUNTY By: Danny Ston ,its District 1 Commissioner Date: /Z -12,Z By: Rob" es, i s District 2 Commissioner Date: •�%/�/ By: Cindy Carte -A. its District 3 Commissioner Date: —7 6 (7--z Perkins Coie LLP 153453338 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 anysuch 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 30% of Westlaw's standard rates 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. -1- Perkins Coie LLP 153453338 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. Entitlement to the recovery of the fees and costs noted above will vary by jurisdiction and, in some jurisdictions, may extend to either prevailing party. 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 -2- Perkins We LLP 153453338 advise you on the availability of insurance coverage only if you expressly and timely request that we do so, 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 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. Client Privacy Policy. We collect or receive information in the ordinary course of providing legal services to you, including personal information. For more information about how we collect, use, and disclose personal information in connection with our legal representation of clients, please review our Client Privacy Policy, which can be accessed here: htlps://www.perkinscoie.com/en/client-privacy-policy.html. 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, -3- Perkins Die LLP 153453338 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 we have only performed legal services for you on only a single discrete matter which has concluded or if six months have passed since we have performed legal services for you on any matter, you can be treated as a former client and we will not owe you any of the duties and obligations that attorneys owe to their current clients, including with respect to conflicts of interest. We of course will continue to respect our duties of confidentiality owed to you as a former client and, unless you consent, also will not take on matters for other clients in which their interests are materially adverse to your interests if those matters for other clients are substantially related to matters in which we previously represented you. 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 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 Cole. 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. Notice to Texas Clients. We provide this notice in accordance with Texas Government Code Section 81.079. The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar's Office of Chief Disciplinary Counsel will provide you with information about how to file a complaint. Please call 1-800-932- 1900 toll-free for more information. 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). -4- Perkins We LLP 153453338 I *1, a tt Mtwqw, b AwfiIhmenobamndifted mm, bu,61"k ikhhdl "ffvlgkt o.,r am um ":Aff ji'm m, It# we''I M. I b2 bov IWA dfafuikumWimport iMiresitordividmwi ow que—M M:b &vift. 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