HomeMy WebLinkAboutManatt, Phelps & Phillips - Legal Services Agreementmanatt
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December 11, 2017
BY ELECTRONIC MAIL
Cliff Moore
City Manager
City of Yakima
129 N. Second Street
Yakima, CA 98901
Re: Engagement for Legal Services
Dear Mr. Moore
June L. DeHart
Manatt, Phelps & Phillips, LLP
Direct Dial: (202)585-6510
E-mail: jdehart@manatt.com
This letter describes the terms of our relationship, effective January 1, 2018. Manatt,
Phelps & Phillips, LLP ("we" or "us") will represent and advise City of Yakima ("you") in
connection with representation in Washington, D.C., before the U.S. Congress, Federal agencies,
and other government organizations as needed. For purposes of this engagement, we will be
representing you only and all duties and responsibilities created and imposed by this agreement
shall be owed solely to you and we will not be deemed to represent the interests of any of your
affiliates, subsidiaries, parent companies, joint ventures, officers, directors, partners, principals,
investors or employees (collectively, "Your Affiliates"), unless otherwise agreed to in writing.
Accordingly, we will be free to represent other firm clients adverse to or involving Your
Affiliates or their interests. Unless otherwise agreed in writing, the terms of this letter also will
apply to any additional matters we agree to handle on your behalf or at your direction. If this
agreement is acceptable to you, please sign and return the original to me. The enclosed copy is
for your files. In addition, please send a copy of the signed agreement to me by email as a .pdf
attachment, or by facsimile at (202) 585-6600. When you sign this letter, it becomes a contract
between you and us.
Rates. You agree to pay our fees for services, which are primarily determined by
multiplying the number of hours we spend working on your matters by the hourly rates then in
effect for the professional providing such services. Currently, these hourly rates vary from
$135.00 for the most junior legal assistant to $850.00 for the most senior professional likely to
perform services for you. We review our hourly rates annually and any changes normally
become effective on January 1. I will be primarily responsible for representing you, supported
by our Legislative Advisor to ensure efficiency and cost effectiveness. My current hourly rate is
$850.00. It may be necessary or desirable, from time to time, to utilize other professionals and
personnel employed by or associated with us to perform the services you require. In addition to
attorneys, the professionals whose services may be required in connection with our work on your
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behalf may include non -attorneys, such as consultants, advisors, litigation support specialists,
paralegals and legal assistants.
In addition to fees for services, you agree to pay all expenses incurred on your behalf and
for certain in-house administrative services. Expenses such as court filing fees, filing and
recording fees of other government agencies, fees and expenses of accountants or other experts
retained on your behalf, and charges for transcripts, depositions, parking, and travel expenses
generally will be billed at the actual cost incurred by us; however, you acknowledge your
responsibility to pay the fees and expenses of such third parties, and we may require retainers in
respect of such third party costs. You further agree that you will, at our request, contract directly
with such third party vendors or otherwise agree to be responsible directly to them for the
payment of their fees. Expenses such as document reproduction, on-line computerized research,
long-distance telephone, telecopies and fax transmissions, mileage, word processing, staff
overtime required to meet your imposed deadlines, and messenger services will be charged at our
standard rate in effect at the time the expense is incurred.
Billing Practices. We submit bills on a monthly basis shortly after services are rendered
so you will have a ready means of monitoring and controlling the expenses you are incurring.
Our bills itemize the services performed by date, time required, and the professional performing
the services. Payment is due within twenty (20) days of your receipt of the bill. Please note that
we do not accept foreign checks. If in the course of our representation we anticipate a significant
increase in the level of our activity on your behalf, we may bill you on a basis more frequent than
monthly. If you believe the expenses are mounting too rapidly, please contact us immediately so
we can discuss and evaluate your options. When we do not hear from you, we assume you
approve of the overall level of activity on our part in this matter on your behalf.
We understand that you may request that we submit our invoices electronically through a
designated e -billing vendor. While we will endeavor to accommodate any such request, we
cannot guarantee that we will be able to comply with all of the technical or other procedure
requirements of your designated vendor. We will consider any such request on a case-by-case
basis, and conversion to e -billing shall remain subject to our mutual agreement. In addition,
please note our submission to e -billing procedures will not alter our current billing cycle as
explained above.
Estimates. You may from time to time receive an estimate of the fees and expenses
likely to be incurred by you in connection with the services we are providing. An estimate is not
a fixed fee and does not constitute a commitment by us to perform services for that amount or an
obligation by you to pay that amount. The fees and expenses required ultimately are a function
of many conditions over which we have little or no control and may be more or less than any
estimate. You will be responsible for the actual fees and expenses on the basis described in this
agreement. Further, your obligation to pay such fees and expenses is not contingent upon
successful completion of any project.
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No Guarantee of Results. Either at the beginning or during the course of our
representation, we may express our opinions or beliefs concerning the matter or various courses
of action and the results that might be anticipated. Any such statement made by any attorney or
employee of our firm is intended to be an expression of opinion only, based on information
available to us at the time, and must not be construed by you as a promise or guarantee of any
particular result.
Late Charges. Each month we send to clients who have amounts outstanding an Unpaid
Statement notice listing all such amounts. A client will be assessed a late charge equal to one
percent (1%) of the amount included on each notice that has been outstanding more than sixty
(60) days. The amount of this late charge will be set forth on the notice. This late charge will be
imposed each month on amounts that continue to be outstanding for more than sixty (60) days,
including unpaid late charges. Unless a payment applies to a particular invoice, payments are
applied to statements that have been outstanding the longest period of time. The costs associated
with late payments go beyond a mere cost of funds calculation and make it impracticable or
extremely difficult to quantify the actual costs incurred in connection with late payments, and
you and we agree that this late charge is presumed to be the cost of a payment that is not made
on time. We also note that this late charge provision is not intended to provide our clients with a
means of financing their bills, and instead we continue to expect and require prompt payment of
our billing statements.
Termination of Engagement. Either of us can terminate this relationship at any time,
but if we find it necessary to terminate the relationship, we will, of course, comply with our
ethical obligations to protect your interests in the process of withdrawing. Upon termination of
this engagement, you will remain responsible for the payment of all fees and expenses incurred
on account of the representation. You also agree that we may apply to the court or other tribunal
to withdraw as your counsel in such matter(s) and you hereby consent to such withdrawal and to
cooperate fully and promptly in freeing us of any obligation to perform further work, including
the execution and delivery of a substitution of attorney form. In addition, you agree to
immediately advise the appropriate court or tribunal of replacement counsel.
Client Files. At the conclusion of our engagement, upon your request, we will turn over
documents in the file(s) for this matter to your custody. If you do not request the file, we will
retain it for a period of at least seven (7) years after the matter has concluded. If you do not
request delivery of the file before the end of the seven-year period, we will have no further
obligation to retain the file and may, at our sole discretion, destroy the file without further notice
to you.
Tax Reporting and Disclosure. Please be advised that certain federal and state tax laws
and regulations may require us to provide information to tax authorities about advice rendered by
us. If you have any questions about these requirements, an appropriate member of our tax
practice will be pleased to discuss them with you.
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Policy Regarding Sarbanes-Oxley Section 307. Please be advised that our firm has a
policy regarding compliance with Section 307 of the Sarbanes-Oxley Act of 2002, SEC Release
No. 33-8185, 17 CFR, Chapter II, Part 205. A copy of this policy is available for your review
upon request.
Conflicts of Interest. You understand and acknowledge that while Manatt is
representing you, that we may be asked to represent other clients in connection with non -
litigation matters adverse to or involving your interests. We represent a large number and variety
of clients across a wide array of industries and businesses, including, without limitation, local
municipalities. Given the scope of our practice, it is possible that we may be asked to represent,
one or more of these other clients in matters adverse to you or your interests. By executing this
letter, you acknowledge that we may represent other clients who directly, or through an affiliate,
are adverse to you in transactions, negotiations, regulatory, legislative and public policy matters.
You hereby acknowledge and agree that you have no objection to our representing such other
clients adverse to you or your interests in connection with any matter not directly related to those
matters for which we are representing or have represented you, and you waive any conflict of
interest that may exist by virtue of any such adverse representation. This consent and waiver
does not permit us to use any confidential information obtained during the course of our
representation of you in any matter, nor does it extend to our engaging in litigation, arbitration or
other formal dispute resolution proceedings adverse to you without your consent.
Arbitration of Fee Dispute. By signing this letter, you agree that, in the event of any fee
and expense dispute arising out of or relating to this agreement, our relationship, or the services
performed, such dispute shall be resolved by submission to binding arbitration pursuant to the
Attorney Client Arbitration Board ("ACAB") established by the District of Columbia Bar. The
prevailing party in such arbitration shall be entitled to recover from the losing party an amount
equal to the reasonable value of the attorney services (including the time of our own attorneys
representing us in such dispute) and costs, and the arbitrators shall be authorized to enter such an
award in favor of the prevailing party. The value of attorneys' reasonable services shall be
calculated on the basis of the attorneys' prevailing hourly rates at the time of the arbitration. We
encourage you to contact the ACAB for a copy of the ACAB rules at (202) 737-4700,
extension 238 and for counseling and other information pertaining to the process prior to
executing this agreement.
Attorneys' Fees. In the event a dispute arises between us relating to the amount or
payment of our fees, the prevailing party shall be entitled to recover from the losing party the
prevailing party's reasonable attorneys' fees, expert fees, expenses, and costs (whether or not
such fees, expenses, and costs are recoverable pursuant to the California Code of Civil
Procedure) in the arbitration or litigation of such dispute. You agree that, if we represent
ourselves in such arbitration or litigation and we are the prevailing party, we shall be entitled to
recover the reasonable value of the services of our attorneys representing us in such action
(based on their normal billing rates). Absent this agreement, we may be precluded from
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recovering attorney's fees unless we retain other counsel to represent us in such action.
Retainer. While we are not requiring a retainer at the outset of this engagement, we
reserve the right to require a retainer in the future if we determine that circumstances so warrant.
However, if there are outstanding fees due us for any other matters we may handle on your
behalf, by signing below you acknowledge and agree that we may apply such retainer against
any fees. Without limiting the foregoing, we may require retainers in advance to defray charges
of third parties engaged by us on your behalf (such as experts, consultants, engineers, litigation
support services and foreign counsel), which retainers will be applied to pay such third party
charges on a current basis. Except as otherwise agreed by you, any retainers so delivered by you
in respect of such third party charges will be applied exclusively to that purpose and not to the
payment of our legal fees. As security for the payment of the sums charged to you in connection
with our representation, and without prejudice to any other rights, recourse or remedies we may
have, you hereby grant us a security interest in and lien upon any retainer funds that we may
receive from you. In addition, as to any matters covered by this letter which involve litigation or
threatened litigation, or any administrative or alternative dispute resolution proceeding, you
hereby grant us a security interest in and a lien upon any sum or sums that may be recovered or
received by you or on your behalf (or to which you are, or become, entitled to recover or receive)
in connection with such litigation, threatened litigation or other proceeding, from any source or
for any reason, including without limitation pursuant to any judgment, arbitration decision,
settlement or insurance policy. You expressly authorize us to take appropriate action to perfect
these security interests or liens, if necessary, and to resort to such security interests or liens to
obtain partial or total satisfaction of any obligation or debt that you may have to us arising from
this engagement. You may seek the advice of an independent lawyer of your choice about this
lien provision and its consequences. By signing this agreement you acknowledge that you have
been advised of the terms of this lien agreement and of your right to consult independent counsel
and that you have been given a reasonable opportunity to seek such advice.
Wire Transfer. You may remit the retainer, if one is required for this engagement, and
any monthly payments to us via wire transfer as follows:
Comerica Bank — California
1021 Glendon Avenue
Los Angeles, CA 90024
Routing number: 121137522
For credit to the account of Manatt, Phelps & Phillips, LLP
Account number: 1890693698
Effective Date. This agreement will not take effect, and we will have no obligation to
provide services to you, until you return a signed copy of this agreement but the effective date of
this agreement will be retroactive to the date we first provided legal services to you. Even if this
agreement is not executed and returned by you, you will be obligated to pay the reasonable value
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of any services we may have performed for you at your direction. No modification to this
agreement will be effective unless it is in writing and signed by both of you and us. Facsimile
signatures are as effective as original signatures.
Please confirm your agreement to the terms of this engagement letter by signing and
returning this letter at your earliest opportunity. For your convenience, we have enclosed a
self-addressed, stamped envelope, or you can return it to me by email as a .pdf attachment, or by
fax at 202-585-6600.
We appreciate this opportunity to be of service to you.
Very truly yours,
0P/42
June L. De art
Manatt, Phelps & Phillips, LLP
We hereby agree to retain Manatt, Phelps & Phillips, LLP, on the terms described above.
By:
Its:
Dated:
204353200.
City of Yakima
City Manager
CITY CONTRACT NO: �0/.3/ /
RESOLUTION NO: dl 1 / 4