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046-20 - Summit Law Group - Contract Amendment 1CITY OF PORT ORCHARD CONTRACT FOR PROFESSIONAL SERVICES Amendment No. I to Contract No. 046-20 THIS First Amendment to Contract No. 046-20, is made effective the I" day of January, 2021, by and between the City of Port Orchard, a Washington municipal corporation ("City"), and Summit Law Group ("Consultant") whose principal office is located at 315 5t" Ave. South, Suite 1000, Seattle, Washington 98104. WHEREAS, the parties hereto have entered into Contract No. 046-20 ("Agreement") for professional services, and desire to update the terns of the agreement to reflect Consultant's 2021 billing rates; NOW, THEREFORE, in consideration of the terms and provisions hereof, the parties agree as follows: Attachment I hereto is substituted as Exhibit A to Contract No. 046-20, to reflect Consultant's 2021 billing rates. In all other respects, the Agreement between the parties shall remain in full force and effect, amended as set forth herein, but only as set forth herein. IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year set forth below. CITY OF PORT ORCHARD, WASHINGTON By:_�.�r.� - Rob Putaansuu, Mayor Date: l 12:7 2 ATTEST/-NTICATED: Brandy Rinearson, MMC, City Clerk SUMMIT LAW GROUP By: Sofia Mabee, Partner Date: 01 /28/2021 SUMMIT LAW GROUP SOFIA D. MABEF. DID: (206) 676-7112 EMAIL: S0f1aM(a_)suntmi110w.Com Via email: dlund@cityofportorchard, us January 4, 2021 Mayor Robert Putaansuu City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Re: Engagement Letter Dear Mayor Putaansuu: 315 Fifth Ave S Su Re 1000 Seattle, Washington 98104 pho,se . 206.676.7000 fax 2W676.7001 Thank you for considering hiring Summit Law Group to represent the City of Port Orchard with regard to labor and employment matters. We will represent the City's interests vigorously and do our very best to be prompt, thoughtful and practical in everything we do on its behalf. If you have not yet had an opportunity to view the background of Summit Law Group, please take a moment to visit our website (www.summitlaw.com). Summit Law Group was founded on the principle that a modern law firm should be focused on its customers, not its lawyers. We designed Summit to be leaner, more efficient and more customer -responsive than traditional law firms. We want to form productive working partnerships with our customers, delivering a better product at greater value. Fee Arrangements. We will build a working partnership with you to enable you to maintain control over the scope and cost of the City's legal work. We are especially interested in fee arrangements that provide incentives for us to be cost effective and that reward us for superior results. Unless we agree otherwise, however, we will charge for our services by the billable hour. We encourage you to consider and suggest other ways of measuring the value of our services during the course of our relationship. Whether you choose to be billed by the hour, or some other fee arrangement, we, unlike any other law firm we know of in the country, invite the City to pay in accordance with its perception of the value of our legal services. To that end, within 30 days of our invoice, you are free to adjust our billed amount —upward or downward —based on your perception of the value that you have received. At present, my current hourly rate applicable to this engagement is $335. The billing rates and contact information of the Summit team members who are available to assist with this engagement are included in the Appendix to this letter. Mayor Putaansuu January 4, 2021 Page 2 Unless otherwise agreed in writing, we will provide you with full itemized electronic billing information on a monthly basis, including people working on your engagement, their hours and rates and a detailed description of services performed. Payment of our bill is due upon receipt of our invoice and bills not paid within thirty (30) days of the date of the invoice will accrue interest at a rate of 1% per month. We do not charge for telephone, photocopying, computerized legal research, local travel, or other costs that are properly part of our cost of doing business. We charge our actual costs for out-of-town travel and meals, working meals, and other vendor expenses (e.g., for high volume photocopying, courier and messenger services and other extraordinary expenses). We also charge for certain third -party vendor expenses related to document processing and discovery, electronic or otherwise (which may include the use of artificial intelligence). Our billings are monthly, unless otherwise agreed. Attached to this letter is an Appendix that includes additional terms of this engagement. Together, this letter and the Appendix constitutes the agreement between you and us regarding our professional services. If the terms of our representation as described above and in the Appendix are acceptable, please date and sign this letter where indicated below and return it to me via mail, facsimile or electronic mail. This agreement will take effect on the date of your signature or when we first perform services, whichever is earlier. Sincerely, SUMMIT LAW GROUP, PLLC Sofia D. Mabee AGREED AND ACCEPTED: City of Port Orchard 8y - �)� Title W Dated-1 ? APPENDIX TO ENGAGEMENT LETTER OF SUMMIT LAW GROUP, PLLC The term "you" below refers to the client in this engagement. If the client is an entity, then we have addressed the accompanying engagement letter to the client's authorized representative, but the term "you" below refers to the entity client. IDENTITY OF CLIENT. In representing a client which is an entity, we do not thereby also separately represent affiliates or other constituents of the entity, nor do we separately represent the owners, officers, directors, founders, managers, members, partners, fiduciaries, or employees of the entity in their individual capacities or with respect to their individual affairs. We will rely upon you to inform them of this fact where appropriate. Unless we agree otherwise in writing, we do not by virtue of our representation of you also represent any entity that controls you, is controlled by you or is under common control with you. We will look to the addressee of the engagement letter for our instructions on behalf of the entity, unless you inform us otherwise in writing. SCOPE OF ENGAGEMENT. The scope of this engagement is described in the accompanying engagement letter. The scope of our engagement may change if you ask us to provide different or additional services and we agree in writing to provide them or we actually proceed to provide them and bill you for them. If our engagement changes, the terms set out in the accompanying engagement letter and this Appendix will apply to the changed engagement, unless we enter into a further agreement modifying this one. Our engagement may be terminated by either one of us upon written notice to the other. SUMMIT TEAM ASSIGNED TO THIS ENGAGEMENT. At Summit Law Group, we assign a team to your engagement. Your team includes the individuals listed below: Professional Direct Dial Email Hourly Rate Sofia Mabee (206) 676-7012 sofiam@summitlaw.com 335 Otto Klein (206) 676-7034 ottok@summitlaw.com 360 Rodney Younker (206) 676-7080 rody@summitlaw.com 360 Shannon Phillips (206) 676-7092 shannonp@summitlaw.com 335 Beth Kennar (206) 676-7068 bethk@summitlaw.com 335 Kristin Anger (206) 676-7023 kristina@summitlaw.com 335 Mike Bolasina (206) 676-7006 mikeb@summitlaw.com 335 Seth Bernsten (206) 676-7020 sethb@summitlaw.com 335 Dan Swedlow (206) 676-7024 dans@summitlaw.com 330 Quinn Oppenheim (206) 676-7106 quinno@summitlaw.com 320 Professional Direct Dial Email Hourly Rate John Lee (206) 676-7057 johnl @ummitlaw.com 290 Rachael Curtis (206) 676-7022 rachaelc@summitlaw.com 280 Laura Davis (206) 676-7017 laurad(aummitlaw.com 265 Hathaway Burden (206) 676-7040 hathawayb*ummitlaw.com 265 Eva 5harf (206) 676-7013 evasgsummitlaw.com 240 We may in the future add other professionals to your team depending on the time and experience required by your matters, which may include contract personnel with appropriate credentials to complete certain work under our supervision. We will charge you for the time of these individuals at rates established by us based on their experience and expertise, the same as we do for our employees and partners. BILLING AND PAYMENT. We review and make changes to our hourly rates from time to time, usually on an annual basis. Changes may or may not apply across the board to all timekeepers. Timely payment in full is a condition to our continuing provision of services. You agree that we may suspend or terminate our services and may withdraw from this engagement in the event our fees and other charges are not timely paid, subject to applicable rules governing attorney withdrawal. In extreme cases, we may pursue recovery of unpaid fees through collection actions or litigation. if our engagement is terminated by either you or us for any reason, you will remain obligated to pay us all fees and other charges properly incurred up to the termination date. Although on occasion we will in good faith attempt to estimate in advance the fees and costs of an engagement, we are not bound by any such estimate unless agreed in writing. Also, we are not obligated to revise, amend or correct any such estimate if subsequent developments make it inaccurate. If we have more than one client in this engagement, then each is jointly and severally obligated to pay us unless we agree otherwise in writing. Any outside arrangements you may have for allocation, reimbursement, insurance, indemnification or the like will not relieve you of your obligation to pay amounts due. CONFLICT CHECK. At the beginning of each engagement we conduct a review of potential conflicts of interest to ensure compliance with the Rules of Professional Conduct, using names that you have provided. As we move forward, please be sure to immediately provide us with any new or different names of adverse or interested parties so that we may update our conflict check. COMMUNICATIONS WITH SUMMIT. Our communications with you may include legal advice and information that is protected by the attorney -client privilege, the work product doctrine, or other protections from disclosure. To maintain these privileges and protections, both you and Summit must take reasonable measures to safeguard the confidentiality of our communications. Please be aware that if you reveal information to a third party, including by communicating with us on an email system accessible by a third party or on a mobile device that you do not control, protections of privilege and confidentiality may be lost. You should also be aware that there may be circumstances in which we have an independent ethical duty to reveal privileged information. FRAUD PREVENTION. During the course of our engagement, there may be a need or desire to arrange for the electronic transfer of funds to Summit or to other parties. In the event that you receive a request for a funds transfer, wire transaction, or other matter involving your financial accounts or your account at Summit, please confirm the legitimacy of the request verbally with a known contact at Summit before you proceed with the transaction. OWNERSHIP AND RETURN OF FILES. By executing our engagement letter, you agree that the files generated or accumulated as a result of our representation belong to Summit Law Group. If you desire an electronic copy of the files at the conclusion of our representation, you will be provided with an electronic copy of the files. Under our document retention policy, we normally destroy client records, including electronic records, seven years after the conclusion of a matter unless other arrangements are made or the nature of the matter requires a longer retention period. E-mails that are duplicative, routine or otherwise not part of the client file may be destroyed before the end of the seven-year period, without prior notice to you. DISPUTE RESOLUTION AND ARBITRATION. If you become dissatisfied with any aspect of our relationship, including the quality or adequacy of our representation, you agree to bring that to our attention, and we each agree to negotiate in good faith to resolve the matter. If we cannot reach agreement, we each agree to comply with any mandatory dispute resolution procedures that apply to any such dispute. If such applicable mandatory dispute resolution procedures have been completed or waived, and a dispute still exists between us, we each agree that the dispute will be submitted for mediation under the rules of JAMS. If such mediation fails, and a dispute still exists between us, we each agree that the dispute will be submitted to binding arbitration under the rules of JAMS. In arbitration, there is no right to a trial by jury and the arbitrator's legal and factual determinations are generally not subject to appellate review. By signing this agreement, you acknowledge that the agreement to arbitrate results in a waiver of your right to a court or jury trial for any fee dispute or malpractice claim. This also means that you are giving up your right to discovery and appeal. If you later refuse to submit to arbitration after agreeing to do so, you may be ordered to arbitrate pursuant to the provisions of Washington law. You acknowledge that before signing this agreement and agreeing to binding arbitration, you are entitled to, and have been given, a reasonable opportunity to seek the advice of independent counsel.