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HomeMy WebLinkAboutCSS 2024-10-14 Item 1C - Contract - 2025-2026 City Attorney Services with Ogden Murphy WallaceTO: City of Tukwila Thomas McLeod, Mayor INFORMATIONAL MEMORANDUM Mayor McLeod Community Services and Safety Committee FROM: Marty Wine City Administrator BY: Cheryl Thompson Executive Coordinator DATE: September 30, 2024 SUBJECT: 2025-2026 Contract for City Attorney Services ISSUE The current contract for City Attorney Services provided by Ogden Murphy Wallace expires December 31, 2024. The proposed contract for 2025-2026 is attached. DISCUSSION Ogden Murphy Wallace began providing City Attorney Services to the City of Tukwila in April 2020. The City currently pays a flat rate of $35,000 per month for general City Attorney services. Under the proposed 2025-2026 contract, general City Attorney services will be maintained at 28 hours per week with monthly compensation increasing by 4% in 2025 to $36,400 per month and by an additional 5% in 2026 to $38,220 per month in 2026. Litigation, contested administrative proceedings, and special services are subject to prior approval and are billed at the hourly rates of the staff involved. Hourly rates are listed in Exhibit B to the contract. RECOMMENDATION The Committee is being asked to move this contract forward to the October 21, 2024, consent agenda. ATTACHMENTS Draft 2025-2026 Contract for Legal Services 29 30 OGDEN MUVHY WALLACE ATTO RNEYS October 8, 2024 SENT VIA E-MAIL ONLY Thomas McLeod, Mayor City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Thomas.McLeod@TukwilaWA.gov Re: OGDEN MURPHY WALLACE, PLLC 901 FIFTH AVENUE, SUITE 3500 SEATTLE, WA 98164-2008 T 206.447.7000 F 206.447.0215 OMWLAW.COM KARI L. SAND 206.447.2250 ksand@omwlaw.com Engagement Letter for City Attorney Serviceough Decem'31, 2026 Dear Mayor McLeod: My team at OMW and I appreciate the op to continued service providing City Attorney services for the City of Tukwila fro , an 1 5 through December 31, 2026. The purpose of this letter is to confirm ho • se ill b- provided. In our representation of cl. understanding of the a Terms of Engageme set forth our agreemen questions regarding the p nk it is critical that our clients and the firm share the same onship. To that end, enclosed is a copy of our Standard me etter and the enclosed Standard Terms of Engagement ease review them carefully and let me know if you have any s. Legal Fees We will provide City Attorney services up to approximately 28-hours per week consistent with Exhibit A, the Scope of Services. I will serve as City Attorney and will be available, either in -person or remotely, as needed. Other Members and Associates also will be available, either on -site or remotely, as appropriate, as well as any other Member of my firm whose expertise may be needed, such as Member Karen Sutherland. Invoice statements will be sent monthly via regular mail or e- mail, unless you request otherwise. As supervising attorney, I will be responsible for seeing that the work is carried out in an efficient and economical manner. I will be assisted by other attorneys and legal assistants in our office. They are all bound to you by the same duties of loyalty and confidentiality that binds me. 31 Mayor Thomas McLeod October 8, 2024 Page 2 Hours of Work Staffing Model General Services Rate Flat monthly rate of $36,400 in 2025; Approx. 28 KLS = Supervising Lead City Attorney flat monthly rate of hours per week Other Member & Associate Attorneys, as $38,220 in 2026; and (varies) appropriate to the task other fees for separate & special services, as explained below. For 2025, the flat monthly billing rate will be $36,400 per month for City Attorney "General Services," as specified in Exhibits A (Scope of Services) and Payment). For representation on "Separate Services," such as litigation, and other project/site-specific land use work and agreements, as specified in Exhibits A and B, the Member mg r Associate billing rate will be $285 per hour. For repres ion on ` for reimbursement to the City from an applicant (e.g. nchisas (e.g., small cell ROW agreements, pole leases, etc.) w $300 per hour for Associates. We will not billir travel to other locations for City -related business ou hourly rates (e.g., travel to the Kent Regional Friday motion calendar). We appreciate your expression assure you that we will do our be questions or concerns d or our Managing Me the provisions of thi indicated below and re Very truly yours, ompensation and Method of inistrative and judicial appeals, n and drafting of development a - '11 be $385 per hour, and the `Spe ervices" that are eligible well as elecommunications work ed at $405 per hour for Members and to and from Tukwila City Hall. Travel ce hours will be billed at applicable r the King County Courthouse for the n Murphy Wallace, P.L.L.C. and would like to with high quality legal services. If you have any our relationship, we encourage you to raise them with me , or our Chair, Geoffrey J. Bridgman. If you agree with er and the attached Terms and Conditions, please sign where look forward to working with you. OGDEN MURPHY WALLACE, P.L.L.C. 11-&---ee______ Kari L. Sand KLS/ljv Enclosure — OMW Standard Terms of Engagement cc: Aaron BeMiller, Finance Director 32 Ogden Murphy Wallace City Attorney Services 2025-2026 Mayor Thomas McLeod October 8, 2024 Page 3 I HEREBY ACCEPT AND AGREE TO the foregoing letter and the attached Standard Terms of Engagement this day of October, 2024. By: Print Name: Thomas McLeod Its: Mayor (</S <2- e Ogden Murphy Wallace City Attorney Services 2025-2026 33 Mayor Thomas McLeod October 8, 2024 Page 4 OGDEN MURPHY WALLACE, P.L.L.C. STANDARD TERMS OF ENGAGEMENT General Rates The usual basis for determining our fees is the time expended by attorneys, paralegals, and legal assistants of the firm. The rates for our services presently range from $175 to $635 per hour and are subject to change from time to time. Our current rate schedule is always available upon request. Whenever it is appropriate, we will use associate attorneys, law clerks or legal assistants in our office. Other Factors in Rates Although time expended and costs incurred are usually t - Vle b or determining our fees, by mutual agreement billings to you for legal services m in some i ces, be based on a more comprehensive evaluation of the reasonable value o fi ' services. he firm is committed to charging reasonable fees for its services. In certai s, factors other than the amount of time required will have a significant bearing on the r- able value of the services performed. Such factors include: the novelty and comp • f the • tions involved; the skill required to provide proper legal representation; famili e • ecific areas of law involved; the preclusion of other engagements cau - • by y • rk; e magnitude of the matter; the results achieved; customary fees for si •' . al s- ces; time limitations imposed by you or by circumstances; and the extent t ich o , ce fo and procedures have produced a high quality product efficiently. There ma some ac ivi i hat we can do on a contingent or other basis; however, we will handle -rs . contingency or other basis only when and to the extent specifically agreed in g , va of the work. In circumstances whe charges and costs, we wi that we may charge you has be based on or include factors other than our normal hourly u promptly and prior to proceeding. Any basic document fee and will be set in light of these various factors. Billing Fees and Costs We will bill you on a regular basis, normally each month, for all the time spent on your project and for other costs incurred relating to our work or on your behalf. The activities for which our time will be billed will conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel on your behalf; and other matters directly pertinent to and related to your business and/or litigation matters handled by our firm. Typical of the costs for which you will be billed include filing fees; delivery fees; computer assisted legal research; copying; imaging; telephone conference charges; charges of outside experts and consultants; and travel. 34 Ogden Murphy Wallace City Attorney Services 2025-2026 Mayor Thomas McLeod October 8, 2024 Page 5 Payment; Interest You agree to make payment within thirty (30) days of receipt of our invoices. Outstanding balances that are not paid within thirty (30) days of receipt will accrue interest at the rate of one percent monthly from the date of invoice until paid. We impose a surcharge on credit cards only. The surcharge is not greater than our costs of acceptance. We impose an effective rate charge of 3% (three percent) on the transaction amounts on Visa, MC, Discover, and AMEX payments. We do not surcharge Gift Cards, Pre -Paid cards, or Visa, MC, Discover, and AMEX debit cards. Termination You may terminate our representation at any time, with such action, all fees and expenses incurred before t termination occurs, your original papers will be re for outstanding fees and costs. If you wish to have conclusion of our representation, we will prode it to in effect. You may, from time to time, part. We are hesitant to give require it, and if we do p judgment, but always We cannot guarante of factors outside the c E es ithou se, by notifying us. Upon rmination a ue to the firm. If such to promptl upon receipt of payment or electronic copy of your file at the at the current copy rate per page then f our fees and expenses either in whole or in of their potential inaccuracy. However, if you such estimates, they will be based upon our professional anding that it is not a maximum or fixed fee quotation. fees and expenses will be at or below the estimates because rm. Con tiality and Electronic Communications Ogden Murphy Wallace is committed to maintaining the security of our system and the communications with our clients. Unless you otherwise instruct us in writing, we intend to use various communications devices in the normal course (which may include wired or wireless devices, e-mail, cellular telephones, voice over Internet, texting, and electronic data/document web sites) to communicate with and send or make available documents to you and others. Though encryption is a security tool that we utilize, not all communications are encrypted. By signing this letter, you consent to the usage of a variety of communication methods even if such methods are not encrypted. It is important for us to maintain open communication with each other throughout the engagement. We will regularly keep you informed of the status of the matter and will promptly notify you of any major case developments. We will consult with you whenever appropriate. Ogden Murphy Wallace City Attorney Services 2025-2026 35 Mayor Thomas McLeod October 8, 2024 Page 6 You agree to communicate with and provide us with complete and accurate information as needed to further the case. Further, you will timely notify us of any changes in the structure of your organization, changes to the personal information or residence of any individuals related to this matter, or any extended periods of time when you will be unavailable. Dispute Resolution If you disagree with the amount of our fee, please take up the question with your principal attorney contact or with the firm's managing member. Typically, such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. ny disputes relating to these Terms of Engagement or the accompanying engagement lette s llectively this "agreement") or the amount of legal fees related thereto, will be submitte •tration through the American Arbitration Association (the "AAA") in Seattle, Washin, acco : to its then -effective rules, and to Ogden Murphy Wallace, P.L.L.C. and you -e to be bo. • by the results of such arbitration. Please be aware that by agreeing to ar ' . tion, u are wai ing the right to a trial by jury and your right to appeal. Although the arbitrato authorized to award any damages or relief that a court of law having jurisdiction •ver the . to could award, the arbitrator will be bound by the AAA rules and not by state o co - s, and discovery will be limited to what is allowed under the AAA rules. The g nds - •e.1 of an arbitration award are limited as compared to a court judgment o verrbitration fees and expenses shall be borne equally by the parties. In the eve - • n, -pay t such that we must pursue collection of your account, you agree to pay the - s of ► ctin: e debt, including court costs and fees, and a reasonable attorney's fee. The law of the state of it .ly to any such dispute. Withdrawal We reserve the right to withfrom representing you if, for any reason, our fees are not timely paid in accordance with this agreement, or for any other appropriate reason, as determined by the firm in accordance with applicable law and the Rules of Professional Conduct. Client Documents During the engagement, we will maintain certain documents relevant to this representation. At the conclusion of this engagement, we will retain your original documents for a period of ten years unless you request that they be returned to you. If you have not requested possession of the file or any of its contents at the end of ten years, the file may be destroyed in accordance with our record retention program. We may store some or all of your electronic files on a variety of platforms, including third -party cloud -based servers. You specifically consent to the use of these services for document storage 36 Ogden Murphy Wallace City Attorney Services 2025-2026 Mayor Thomas McLeod October 8, 2024 Page 7 and management, and to the conversion of all paper documents in your file to electronic form. You recognize that technology is ever evolving and that electronic communications cannot be fully protected from unauthorized interception. You acknowledge that our email system may be unencrypted, and you covenant and agree to proactively notify us in writing if you require that any of your deliverables or emails be sent to you with encryption. We caution you not to send or access any email or other electronic message to or from us, respectively, via any public or semi-public network, or network or devices owned or controlled by any third party. Nonetheless, for efficiency purposes, you authorize us to transmit information, including information of a confidential nature, to you (or your designated representative) by email to any address which you may provide to us for such purposes, including responding to the sending address of any such message that we may receive from you. In addition, you authorize our use of thi • arty cloud, back-up, client management, timekeeping, and file -sharing services, includ. ., but not limited to, ShareFile, Dropbox, DocuSign, Carpe Diem, Mimecast, and SurePoi - course of our representation. You acknowledge that we may be bound by certain third to d conditions related to the use of such services and that our use of such services i t without ri and you agree to assume such risks). Please note that if we represent you in a matt in litigai you have an obligation to preserve all documents that may be relevant to this matt You acknowledge that we hav of your legal or business matter opinions as lawyers base on your behalf will c objection from you regarding the disposition, outcome, or results ons we have made relevant thereto are only our ormation available to us at the time. Our beginning work tance of this agreement unless we receive a written ys • f the date of the accompanying engagement letter. Independent Advice Since the Engagement Agreement is legally binding and affects your legal rights, you may wish to seek the advice of independent counsel prior to executing it. Conclusion Thank you for retaining our firm. We look forward to working with you. Ogden Murphy Wallace City Attorney Services 2025-2026 37 Mayor Thomas McLeod October 8, 2024 Page 8 EXHIBIT A -SCOPE OF SERVICES Contractor agrees to provide a level of service equal to or greater than the level of service provided by an in-house city attorney working approximately 28 hours per week. Kari L. Sand is the designated member of Ogden Murphy Wallace that will serve as the lead City Attorney. Any changes in this position must be approved in advance by the City. 1. Flat Rate Fee for City Attorney General Services Contractor agrees to provide general city attorney serv' ' ., for a flat fee, including but not limited to: A. Attending regular meetings of the City ncil an . - cutive sessions scheduled for regular meetings of the City C s it and, upon uest, attending special meetings of the City Council, me. :s o e Committee of the Whole, other Committee meetings, and meetings o .: oards and Commissions. B. Preparation and/or legal revie e acts, -rlocal agreements, resolutions and ordinances and other city docu , - ials as requested. C. Practice "preventa ' - la in th orm of regular consultation with Mayor, City Councilmember ity 'stra , and staff. D. Except as litigati ection 2, defend and manage (for WCIA-related matters) e City. E. Providi , egal ad e relating to the Public Records Act and public records requests, i di -view and redaction of records and preparation and review of exemption lo requested. F. As requested, providing special classes and/or seminars for staff, elected officials, Boards, and Commissions on issues including, but not limited to, the PRA, OPMA, ethics, conflicts of interest, and the appearance of fairness doctrine. G. Such other general city attorney matters as are assigned. H. Work up to approximately 28 hours per week on average. I. Maintain comprehensive Internet and remote access capability, including e-mail, linking Contractor's office with City Hall. J. It is incumbent upon the City, in partnership with the City Attorney, to manage the general services within the estimated 28-hour work week staffing model. 38 Ogden Murphy Wallace City Attorney Services 2025-2026 Mayor Thomas McLeod October 8, 2024 Page 9 2. Separate Matter Services Contractor agrees to provide City Attorney Separate Matter Services for litigation and contested administrative proceedings, which include but are not limited to: A. Each individual civil action filed by or against the City, except matters for which WCIA has assigned primary, lead defense counsel, which the City Attorney shall manage as part of general city attorney services, and except that multiple condemnation lawsuits related to the same project shall constitute only one Separate Matter; B. All Code Enforcement matters conducted before t not including general code enforcement se Contractor's flat monthly fee; aring Examiner or in Court, but ich shall be included in C. All drug or other forfeiture matters collby or against the City; and D. All negotiations, drafting, and - etings development agreements; provided, however, that each development - u t sh first be authorized by the City for handling as a separate matter. For each such Separate Matte ont ors be paid hourly rates for 2025-2026 as set forth in Exhibit B, Section 2. 3. Special Services Contractor a limited to: Attorney Special Services, which include but are not Other specia municipal law services, including but not limited to franchise negotiations antelecommunications work (e.g., small cell ROW agreements, pole leases, etc.); provided, however, that any such Special Services shall first be authorized by the City. For such Special Services, Contractor shall be paid hourly rates for 2025-2026 as set forth in Exhibit B, Section 3. It is understood and agreed that the City Attorney shall not provide private legal services to any employee of the City of Tukwila during the term of this Agreement. Ogden Murphy Wallace City Attorney Services 2025-2026 39 Mayor Thomas McLeod October 8, 2024 Page 10 EXHIBIT B-COMPENSATION AND METHOD OF PAYMENT 1. City Attorney General Services For 2025, all city attorney general services set forth in Section 1 of Exhibit A, Contractor shall be paid a flat monthly fee of $36,400, plus extraordinary expenses. For 2026, all city attorney general services set forth in Section 1 of Exhibit A, Contractor shall be paid a flat monthly fee of $38,220, plus extraordinary expenses. Extraordinary expenses shall include court filing fees, depo ion and other discovery costs, parking, mileage costs other than to and from City Hall • ther locations within the City, and other similar expenses advanced by Contrac City's behalf. Extraordinary expenses shall not include routine photocopying, f� , or 1 • distance telephone charges. 2. City -Attorney Separate Matter Services All litigation and administrative proceedin i et forth in Section 2 of Exhibit A shall be considered Separate Matter Servic ontractor shall maintain its current practice of providing individual mo .iling ents for each Separate Matter. 2025 Hourly Rates for Sepa Member $385/hour Associates $285/hour 2026 Member Associates Hourly R $ e Services 3. City -Attorney cial Se ces Special Services s . ir• , e authorized by the City. Contractor shall be paid hourly rates for 2025-2026 as set below for authorized Special Services. 2025 Hourly Rates for Special Services Member $405/hour Associates $300/hour 2026 Hourly Rates for Special Services Member $425/hour Associates $315/hour Paralegal services for all matters will be billed at $155/hour. Summer clerk services for all matters will be billed at $200/hour. 40 Ogden Murphy Wallace City Attorney Services 2025-2026