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HomeMy WebLinkAbout057-26 - Ogden Murphy Wallace, PLLC - ContractDocusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E CEDEN MUF\PHY WALLACE AT TORN E Y S April 8, 2026 Robert Putaansuu Mayor City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Ogden Murphy Wallace, PLLC 7 206.447.7000 OMWLAWCOM LAWCOM 701 Fifth Ave., Suite 5600 F 206.447.0215 Seattle, WA 98104-7045 EMILY ROMANENKO eromanenko@omwlaw.com Re: Engagement Letter for City of Port Orchard Building Board of Appeals Legal Counsel Dear Mr. Putaansuu: Thank you for considering our firm for the City of Port Orchard's Building Board of Appeals Legal Counsel. The purpose of this letter is to confirm our representation and to describe how our services would be provided. I will be your primary contact here at the firm for legal matters, but you should always feel free to contact any of the other attorneys that may work with City for assistance. Terms of Engagement In our representation of clients, we think it is critical that our clients and the firm share the same understanding of the attorney -client relationship. To that end, enclosed is a copy of our Standard Terms of Engagement. This engagement letter and the enclosed Standard Terms of Engagement set forth our agreement with you if you choose to proceed with our firm. Please review them carefully and, if you agree to both documents, please sign the enclosed copy of this letter where indicated and return it to us. Please let us know if you have any questions or comments regarding our relationship. If you have any questions, I am happy to work through them with you. Legal Fees You will be billed for our services on an hourly basis unless otherwise agreed in writing. Our present Member billing rate for municipal legal counsel services, which is subject to change, is $395.00 per hour. Associate attorney billing rate for municipal legal counsel services is $325 per hour. We are unable to provide a flat or fixed monthly rate for services at this time, as we do not know the extent of services required and, thus, propose to bill on a time expended basis. Advance Fee Deposit To Commence Representation We have waived the requirement of an advance fee deposit for our services. Docusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E Robert Putaansuu, Mayor City of Port Orchard Page 2 Supervising Attorney and Assistance As supervising attorney, I will be responsible for seeing that the work is carried out in an efficient and economical manner. I may 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 bind me. Scope of Services Based upon our discussion of your business matters, you have requested that we provide municipal legal counsel services on an as -needed basis. Other Matters The provisions of this letter and the attached Standard Terms of Engagement shall apply to any other work or matter for which you engage us. This letter also constitutes your personal guarantee of fees due to us for work performed. We appreciate your expression of confidence in Ogden Murphy Wallace, P.L.L.C. and assure you that we will do our best to provide you with high quality legal services. If you have any questions or concerns during the course of our relationship, we encourage you to raise them with our Managing Member, Jessica Jensen, or me. We look forward to working with you. Very truly yours, OGDEN MURPHY WALLACE, P.L.L.C. Emily Romanenko THE FOREGOING LETTER AND THE ENCLOSED STANDARD TERMS OF ENGAGEMENT ARE UNDERSTOOD Aril bib ,ED by: 6U E p LaA�,SWu- Robert Putaansuu By: Title: Mayor 5/4/2026 4924-8838-9222, v. 1 Docusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E OGDEN MURPHY WALLACE, P.L.L.C. STANDARD TERMS OF ENGAGEMENT C'anaral Ratac 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 may change from time to time without notice, usually in September. 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 the sole basis for determining our fees, by mutual agreement billings to you for legal services may, in some instances, be based on a more comprehensive evaluation of the reasonable value of the firm's services. The firm is committed to charging reasonable fees for its services. In certain situations, factors other than the amount of time required will have a significant bearing on the reasonable value of the services performed. Such factors include: the novelty and complexity of the questions involved; the skill required to provide proper legal representation; familiarity with the specific areas of law involved; the preclusion of other engagements caused by your work; the magnitude of the matter; the results achieved; customary fees for similar legal services; time limitations imposed by you or by circumstances; and the extent to which office forms and procedures have produced a high quality product efficiently. There may be some activity that we can do on a contingent or other basis; however, we will handle matters on a contingency or other basis only when and to the extent specifically agreed in writing in advance of the work. In circumstances where our fees will be based on or include factors other than our normal hourly charges and costs, we will notify you promptly and prior to proceeding. Any basic document fee that we may charge you has been 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. 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. -1- 4924-8838-9222, v. 1 Docusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E 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. Trust Deposits All trust deposits from you will be held in a client trust account. By court rule in Washington, funds deposited to a trust account are subject to IOLTA (Interest on Lawyers Trust Account) participation in a pooled trust account. The exception is when the deposit is large enough to earn interest in excess of bank and administrative costs, and you request that it be held in a separate account, in which case the interest earned will be added to the deposit for your benefit and will be taxable income to you. IOLTA funds are used to support law -related charitable and educational activities. Termination You may terminate our representation at any time, with or without cause, by notifying us. Upon such action, all fees and expenses incurred before the termination are due to the firm. If such termination occurs, your original papers will be returned to you promptly upon receipt of payment for outstanding fees and costs. If you wish to have a paper or electronic copy of your file at the conclusion of our representation, we will provide it to you at the current copy rate per page then in effect. Estimates You may, from time to time, ask us for estimates of our fees and expenses either in whole or in part. We are hesitant to give estimates because of their potential inaccuracy. However, if you require it, and if we do provide you with such estimates, they will be based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed fee quotation. We cannot guarantee that the actual fees and expenses will be at or below the estimates because of factors outside the control of the firm. Confidentiality 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. 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, -2- 4924-8838-9222, v. 1 Docusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E 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. Services as Registered Agent If you have asked us to serve as your business's registered agent, please note that this type of work is a "law -related service," which under the Rules of Professional Conduct is not prohibited as unauthorized practice of law when provided by a nonlawyer. The protections of the client -lawyer relationship do not exist in that circumstance. If we receive service of a lawsuit against you or your business in our capacity as registered agent, we will not be providing a defense to you or your business in that matter unless we specifically agree to do so. 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. Any disputes relating to these Terms of Engagement or the accompanying engagement letter (collectively this "agreement") or the amount of legal fees related thereto, will be submitted to arbitration through the American Arbitration Association (the "AAA") in Seattle, Washington, according to its then -effective rules, and to Ogden Murphy Wallace, P.L.L.C. and you agree to be bound by the results of such arbitration. Please be aware that by agreeing to arbitration, you are waiving the right to a trial by jury and your right to appeal. Although the arbitrator will be authorized to award any damages or relief that a court of law having jurisdiction over the dispute could award, the arbitrator will be bound by the AAA rules and not by state or federal court rules, and discovery will be limited to what is allowed under the AAA rules. The grounds for appeal of an arbitration award are limited as compared to a court judgment or jury verdict. Arbitration fees and expenses shall be borne equally by the parties. In the event of non-payment such that we must pursue collection of your account, you agree to pay the costs of collecting the debt, including court costs and fees, and a reasonable attorney's fee. The law of the state of Washington will apply to any such dispute. Withdrawal We reserve the right to withdraw from 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 and management, and to the conversion of all paper documents in your file to electronic form. You recognize -3- 4924-8838-9222, v. 1 Docusign Envelope ID: FBA037C1-1961-8DF3-82E2-4E68E00C4B5E 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 third - party cloud, back-up, client management, timekeeping, and file -sharing services, including, but not limited to, ShareFile, Dropbox, DocuSign, Carpe Diem, Mimecast, and SurePoint, in the course of our representation. You acknowledge that we may be bound by certain third party terms and conditions related to the use of such services and that our use of such services is not without risks (and you agree to assume such risks). Please note that if we represent you in a matter in litigation, you have an obligation to preserve all documents that may be relevant to this matter. rlicrbaimar You acknowledge that we have made no guarantees regarding the disposition, outcome, or results of your legal or business matters, and all expressions we have made relevant thereto are only our opinions as lawyers based upon the information available to us at the time. Our beginning work on your behalf will constitute your acceptance of this agreement unless we receive a written objection from you within ten (10) days of 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. -4- 4924-8838-9222, v. 1