HomeMy WebLinkAboutAgreements/Contracts - Central ServicesAugust 29, 2022
VIAE -MAIL
Grant County Commissioners
Grant County
3 5 C Street NW
PO Box 37
Ephrata, WA 98823
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Re: Legal Representation - Growth Management Act/Annexation
Dear Grant County Commissioners:
Kristine R. Wilson
KRWilson@perkinscoie.com
D. +425.635.1426
F. +425.635.2426
We are delighted that Grant County ("Grant County," "You" or "Your") has selected
Perkins Cole LLP as legal counsel to assist you. with Growth Management Act compliance and
annexation. issues for siting of an essential public facility, your new county jail facilities the
"GMA/Annexation Issues"). 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 u.s.
Perkins Coie will represent you in connection with planning and annexation actions related to the
siting of the jail. This letter is treated as a separate, stand-alone engagement letter addressing
this work on the GMA/Annexation Issues. It does not supersede our previous engagement for
construction -related work under a letter dated June 29, 2022 and executed on July '12, 2022.
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 law yers"'and paralegals involved.
I will have primary oversight for Perkins Coie's representation of Grant County for the GNLA,
Issues, 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 $715, to which we will apply a discount of 10% asyou are a public
entity. This discount will be reflected on your monthly invoices. Our hourly 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.
For this work on the GMA/Annexation Issues, we offer the following budget estimate for
potential actions:
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R E V E D
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• Analysis of GNIA Siting Requirements; Strategy Counseling: Research regarding status
of existing county and city comprehensive plans and review of related. compliance
concerns; provide advice and counsel regarding strategy for resolving issues with City of
Ephrata based on review of existing plans/facts and application of legal standards (cost
estimate - $5,000 to $7,000)
® 'Review Draft Application to Department of Commerce: Review application to
Department of Commerce regarding annexation of subject property into City of Ephrata;
draft cover letter to same addressing GNIA and plans/policies consistency of proposed
amendment (cost estimate - $4,000 to $7,000)
'Pre -pare Grant County Comprehensive Plan Amendment: Assist staff in preparing
amendment to Grant County Comprehensive Plan changing Urban Growth Area
boundary to include the subject property (cost estimate - $3,500 to $5,000)
Negotiate settlement: Communications with City of Ephrata and Department of
Commerce to document terms of a settlement agreement regarding changing Urban
Growth Area boundary to include the subject property and completing annexation into
City of Ephrata (cost estimate - $3,500 to $5,000)
Mediation/arbitration: If negotiations do not reach settlement by agreement, pursue a
mediation process in accordance with. Countywide Planning Policy I A; scalable
depending on formality of process and duration; assumption now is a full-day mediation
session with an independent mediator with briefing of legal issues before mediation (legal
cost estimate - $18,000 to $22,000; mediator cost estimate - $5X048p0)
The cost estimates above are based upon expected time to achieve these tasks. Before
undertaking any of these actions, we will get your agreement to move forward. If it looks like
the cost estimates should change based upon new information, we will let you know that before
we commence that action item.
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.
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
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Page 3
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 maybe 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, oris 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
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
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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 Cole'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 Cole has
regarding the confidentiality of our comm-nunications 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,
Kristine R. Wilson
Enclosures: Information for Clients; Perkins Coie IRS Form W-9
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Grant County Commissioners
August 29, 2022
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ACCEPTED AND AGREED:
GRANT COUNTY
By: Www
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Danny Stone
,/-its District I Commissioner
Date: P13e
By:
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Rob Jones, its Di's 2 6ommissioner
Date:
By( -I
Cindy Cart 'ts District 3 Commissioner'
Date: i� � %iZ
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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 (exceptto the extentthat youhave reached a different written understanding with us aboutparticular
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 am atter and whenever you have questions during the course of that matter. Section
headings are for convenience of reference only and not intendedto affect the interpretation of theprovisions of such
sections.
Personnel. We generally assign one lawyer primary responsibility for seeing that your requests for lega I services
are met, but additional lawyers, paralegals and technology professionals may assist in renderingthe most appropriate
and efficient legal services. We attempt to assign personnel to each matter based onthe nature and scope ofthe
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. Eachattomey,
paralegal, and other tim ek-eeper 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 ofthe new rates will be charged at the new rates.
Disbursements and Other Charges. In the course of performing legal services foryou, various services maybe
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 paymentto thethird-partyprovider 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 forprompt payment
orvolumeusage. For patent trademark and other matters that may involve significant third -party payments, you
maybe requiredto maintain a minimum balance in a trust account to fund such payments. You will be advised of
any such requirements, andwe will not be obligated to request or pay forthird-party services not fully covered by
such deposits.
Wewill also charge you for certain internal services we provide in connection with our lega I services. Asnoted
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 a.ndthe risks we assume in entering into these contracts.
We currently charge sp ecific internal co sts in the following in anner:
L 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. offi'
sent or received. ces. We do not charge for facsimiles
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 3 0 % ofWestlaw'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.
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3. Telecommunications. We do not charge for local or long-distance calls or for an
communications. Credit card and cell phone calls necessitated b work y email
actualcost. Y on your are charged at our
4. Mail/Messengers. In our larger offices, we may use firm messengers whenever appropriate
shorten delivery times and offer greater flexibility. Char es for such int greequ to
below rates charged by outside messengers fors' g internal messengers are equal to or
imilarservices. 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 trans transportation w
client specifically requests after-hours effort orb the nature ofth p Y when (a) the
O ework 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 thatyou instruct us to use. In some instances we maybe able t
contracting with vendors, including discovery and data storage o reduce costs by
your information maybe stored to g dors on whose servers and other media
Y purchase a quantity ofservice overtime that is beyond the needs ofa
single client. Because these services require us to incur management and other overh
bill you at a reducedper-unit rate that does not full r ead expenses, we may
y eflectthe quantity discounts we ultimatelyobtain.
Invoices and Payment. We typically bill monthly, and payment is due upon t of
invoice will reflect your agreement to the amount char p p he invoice. Payment of an
charged that invoice, and you must bring any misbillingor
other charge thatyou believe is inappropriateto our attention within 45 days of resen '
fullest extent permitted bylaw, you agree that we have an attorneys' ' Y � ta.tion of the invoice. To the
of our services to secure payment obligations
lien (including, without limitation, in the results
p ym ofthe obligations owed us and that we ma take steps to inform
attorneys' lien rights we might have. For accounts not aid within 3 0 days Y p others to any
p y of the invoice date, we add a late
payment charge of I% permonth (or such lowerrate as required byapplicable law on unpaid
invoice date. Unless otherwise agreedon we ma a )balances from the
� p Y pp1Y payments first to our own attorneys' fees and costs of
collection, secondto our late
charges, third to our invoiced fees, and finally to our invoiced disbursement char
Our election notto exercise anyrights ornot to require punctual performance of each r charges.
will not be construed asawaiver orrelinquishmentofourri hts. provision
any matter orparticularresults, and a g We do not and cannotguarantee the outcome of
p yment of our fees and disbursements is not conditioned on anyparticular
outcome. If we are required to bring an action or proceeding to collect fees ordisburseme
entitled to recover certain fees and costs. These include but creno disbursements due us, we will also be
t limitedto, our outside attorneys fees,
expert witness fees, other costs of collection billed to us, and the value ofleg�al services Perkins C ` '
attorneys perform in analyzing or prosecuting a collection action if such circumstances arise o oie s own
consent to venue andj urisdiction wherever we have anoffice with attorneys who worked n your account. You
we are required to testify, produce documents orres o Y d on your behalf. Also, if
respond to otherrequests in connection with litigationor other
proceedings commenced by third parties that relate to our representation ofou you will
and costs incurred in connection with such activities. Entitlement to the r Y ' Y pay us ourreasonable fees
will vary byjurisdiction and, in some jurisdictionsecovery of the fees and costs noted above
, may extend to either prevailing party. Formatters handled by
our New York lawyers, the client mayhave a right to arbitrate fee disputes underpart 13 7
AdministratoroftheNewYorl� Supreme A p ofthelZules ofthe Chief
p ppellateDivision.
E -billing Set -Up. We understand that our clients often use e-billin services. In man
services electronically send our clients' Outside Counsel Guidelines
Y instances, those e -billing
Ines as part ofthe procedure to setup the account.
Acceptance of Outside Counsel. Guidelines by our finance/billing personnelthrough -
billingservices set-up is tofacilitate invoicing. To the extentthattheremaybe provisions within those guidelines that conflict with this
engagement letter or the Information for Clients attachment, this engagement letter and attachment'
unless we otherwise mutually agree in writing. will control
Insurance Coverage. You may have insurance policies relatin to a matter ch you engage us thatmight
cover, among otherthings, reimbursement ofattorneys, fees and costs. If coverage is potentially available, includin
coverage for our fees and costs, your appropriate insurance company must be notified ass g
oon as possible. We can
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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 ofinterest and we agreeto undertake such additionalwork. You would then needto 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 ofour fees and costs, you at
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 ofwork we are called upon to perform may subsequently exceed our prior
expectations. Regardless ofwhether you make an advance payment, you agree that any budget estimate, or sim ilar
range for potential charges is nothing more than a forecastbased on then -current assumptions, and any such forecast
maybe 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. Youarenot
relying onus for any services other than legal services, and we are specifically notproviding any business,
investment, insurance, or accounting advice or any investigation ofthe character or credit of persons with whom you
may be dealing.
Identity of Client. You confirm thatwe are being engaged by you and not any of our subsidiaries, affiliates
equityholders, employees, members ofyourfamily, or otherpersons (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 ofyou. to include one or more ofyourAffiliates, 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 o four other clients to determine whether representing you mi,&
create a potential conflict of interest with any other clients. That check was done using your name and any other
namesyougave us. Please inform us immediately if you use other names or have affiliated companies that we
should enter into our conflicts system.
Co operation/Reliance on Accurate Information. To enable us to representyou effectively, youwill cooperate
fully with usinyourmatter(s). You and your agents willfully and accurately disclose to us all facts and documents
that may be relevant to am atter we undertake or which we may otherwise request. This info
basis o f our legal advice. rmation will form the
Email Communication Disclaimer. Many of our lega I professionals receive hundreds of email messages per day
(in additionto spam). Althoughemailis an efficient m etho, d form any communications, it can also be delayedin
transit or otherwise missed (e.g., blocked by our anti -spam software). If you have not received a response or
acknowledgement of receipt ofan email, please notify the intended recipient.
Client Privacy Policy. We collector receive information in the ordinary course of providing legal services to you,
including personal information. Form ore infonnation about how we collect, use, and disclose personal information
in connection with our lega I representation of clients, please review our Client Privacy Policy, which can be
accessed here: ht-tPs-:,//www-.oei-1,�iiiscoie.coni/eii/�clieiit-DI-ivacv-noli(-y.litnil.
Termination of Services. We retain the right to ceaseperforming legal services and to tenninate 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 additionalwork thatwe agree to undertake. Performing additional services
foryou on the same or any other matter is subject to these terms and conditionsour mutual concurrence and
clearanceof conflicts, if any. Weare unable to assure you that matters for othe, other clients will not conflict us out of
additional matters you might later ask us to undertake. On completion ofa matter, we may close our files and.,
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absent a specific written undertakingto do so, willnot thereafter be obligatedto docketmilestones, make additional
or continuation filings, pursue appeals, take other stepson your behalf on them atter, or m onitor or advise you with
respect to changes in the law or circumstances that might bear upon or adversely affect the completedmatter. If we
have only performed legal services foryou on only a single discrete matterwhich has concluded or if six months
have passed since we haveperformed 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 respectour duties ofconfidentiality 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 relatedto 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 ofour Practice groups
consider our electronic records to be the official client file. Thus, requests for copies of client files maybe provided
in electronic form only. We will have no obligationto 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 tim ethatwe have
rendered our final bill for services on the matter described in our engagement letter or any such additional matters
that are clearly undertakenby us. Whether we will undertake any further matters and form an attorney-client
relationship again will depend uponyourrequest ourperformance of conflicts check and our expressionto 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 form any ofour 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 nothave common
operations beyond occasional joint seminars and presentations, and must check any other firm's conflicts of interest
before that firm's lawyers may j ointly represent any of our clients. Underrules in certain jurisdictions where we
practice, we must advise you that you may consult independent counselto advise you regardingthese documents
governing our relationship, and we encourage youto 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 ordisputewith a lawyer involves professional misconduct, the State Bar's Office of.
Chief Disciplinary Counselwill provide you with information about howto file a complaint. Please call 1-800-932-
19 0 0 to 11 -free for m ore information.
Questions. We endeavor to deliver legal services effectively and efficiently andto 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 ofyour accountmay 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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