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HomeMy Public PortalAbout2004.05.18 Terms of Engagement Trout, Weeks & NemecLAW OFFICES OF TROUT, WEEKS & NEMEC, PLLC 12400 West Overland Road Post Office Box 9695 Boise, Idaho 83707-3695 Telephone (208) 376-4461 • Facsimile (208) 376-4481 www.trout-law.com Kim J. Trout Steven R. Weeks Aaron H. Nemec William L. Smith David T. Krueck Robert M. Adelson May 18, 2004 City of McCall, Idaho City Hall 216 East Park Street McCall, Idaho 83638 Re: Terms of Engagement Dear Council Members: kjtrout@trout-law.com sweeks@trout-law.com anemec@trout-law.com wmlsinith@trout-law.com dtkrueck@trout-law.com radelson@trout-law.com VIA FEDERAL EXPRESS Inadvertently, I had sent you an Engagement Letter which quoted Kim Trout's hourly rate of $200.00 for services provided to the City of McCall. I apologize for the miscommunication and now understand that Kim made special arrangements with the City of McCall to provide his services at an hourly rate of $150.00. Accordingly, please find enclosed, for your review, the revised Terms of Engagement. Please sign the agreement and return it to our office in the self-addressed stamped envelope provided. Once again, I apologize for any inconvenience this may have caused. Sincerely, TROUT, WEEKS & NEMEC, PLLC Rebecca Mills Asst. to Robert M. Adelson Encl. (as stated) Kim J. Trout Steven R. Weeks Aaron H. Nemec David T. Krueck William L. Smith Robert M. Adelson LAW OFFICES OF TROUT, WEEKS el NEMEC, PLLC 12400 West Overland Road Post Office Box 9695 Boise, Idaho 83707-3695 Telephone (208) 376-4461 • Facsimile (208) 376-4481 www.trout-law.com May 18, 2004 TERMS OF ENGAGEMENT Name: City of McCall, Idaho City Council for the City of McCall, Idaho Address: City Hall 216 East Park Street McCall, Idaho 83638 Dear Council Members: kjtrout@trout- law.com sweeks@trout-law.com anemec@trout-law.com dtkrueck@trout-law.com wmlsmith@trout-law.com radelson@trout-law.com TROUT, WEEKS & NEMEC, PLLC, ("we" or "the firm") is providing this letter to you in order to specify the terms of our engagement and how we bill for legal services. These terms of engagement provide the framework for our attorney -client relationship. We feel that it is best to establish these terms early on to ensure that both of us understand fully the terms of our relationship. If you have questions regarding these terms, please contact us immediately. Scope of Representation It is our understanding that the scope of our present representation will be limited to serving as special counsel to the City of McCall, Idaho and City Council for the City of McCall, Idaho on any matters requested by the City Council or agreed to by the firm. However, so long as you maintain your retainer at the agreed level (and all other conditions of representation remain satisfied), we will be happy to advise you on any matter that may come up. If you do contact us in regard to a matter not within the scope of this initial representation, the terms set forth in this letter will apply (unless other terms are expressly agreed upon). LAW OFFICES OF TROUT, WEEKS & NEMEC, PLLC May 18, 2004 Page 2 General Billing Information We bill monthly throughout the engagement for a particular matter. Our monthly statements are due within thirty (30) days of receipt. In instances where we represent more than one person with respect to a particular matter, each person we represent is jointly and severally liable for our fees with respect to that representation. Our statements contain a concise summary of legal services rendered and the fee charged. Legal Fees We primarily charge by the hour. Mr. Trout charges $150 per hour for general legal services. Mr. Krueck charges $135 per hour for general legal services. Mr. Adelson charges $125 per hour for general legal services. Litigation support services will be performed by Richard E. Kluckhohn, at a rate of $100 per hour. At this time, it is anticipated that Mr. Trout, Mr. Krueck, Mr. Adelson, Mr. Kluckhohn and our litigation support team will be working on your file. However, it is possible that other individuals in the firm will work on your file. If that does happen, they will be billed at their general rate. We will always use our best efforts to utilize the most cost-effective individual to complete any specific task. In addition to our hourly rate, we may also charge other fees based upon relevant factors such as the novelty and difficulty of the legal services involved, the legal skill required to perform the particular assignment, the result obtained in a particular matter, time -saving use of resources (including research, analysis, data and documentation), documents we've previously developed and stored electronically, the fee customarily charged by comparable firms for similar legal services, the amount of money involved or at risk, and the time constraints imposed by either the client or the circumstances. This firm requires a retainer in an amount which is appropriate with respect to the requested representation. In your case, by signing this agreement you are agreeing to pay and maintain a $5,000.00 retainer. It is a condition of our representation that you maintain this retainer at the amount of $5,000.00. Thus, if $600 in work is performed during any month, at the end of the month the firm will apply $600 from the retainer to the outstanding bill. The firm will also bill you $600. It is your responsibility to pay the amount needed to replenish the retainer (in the example $600) so that the retainer remains equal to the agreed retainer amount (in this case $5,000.00) throughout your representation. Any portion of the retainer not used during the representation will be returned to you after completion of all matters. If you do not replenish your retainer within thirty (30) days of receiving our invoice therefore, the firm will take appropriate action to receive these payments, including, without limitation, charging interest as discussed below, turning your account over for collection, discontinuing our services until paid and/or withdrawing from your representation. We invite you to discuss freely with us any questions you may have regarding a fee charged for any matter. We want our clients satisfied with both the quality of our services and the reasonableness of the fees we charge for those services. We will attempt to provide as much billing information as you require. T:\KJT Active Files\City of McCall Appeal\Correspondence\Engagement letter -McCall Appeal.doc LAW OFFICES OF TROUT, WEEKS & NEMEC, PLLC May 18, 2004 Page 3 Advanced Costs In addition to legal fees, our statements also include any out-of-pocket expenses we advanced on your behalf and our internal charges for certain support activities. Advanced costs generally include, but are not limited to, travel expenses, postage, delivery, filing, recording, transcription, research, certification and registration fees. Internal charges include, but are not limited to, telephone calls, facsimile transmissions, charges for terminal time for computer research (WESTLAW and LEXIS/NEXIS) and charges for photocopying and/or scanning materials sent to you or third parties or required for our use. During the course of our representation, it may become appropriate or necessary to hire third parties to provide services on your behalf. These services may include such things as consulting or testifying experts, investigators, providers of litigation support, and court reporters. Because of the legal "work product" protection afforded to services an attorney requests from third parties, we may, in certain situations, assume responsibility for retaining the appropriate service provider. Even if we do so, however, you are responsible for paying the fees and expenses directly to the service provider or reimbursing us for these costs. Past Due Accounts If our monthly statements are not paid within 30 days after they are rendered, we reserve the right to discontinue services until the account is brought current, withdraw from representation or turn your account over for collection. Additionally, if your account is not paid in full within 60 days from the date of the statement, we impose an interest rate charge of 1.5% per month (18% annually) or the highest rate allowed by applicable law (whichever is less). Interest charges apply from the 60th day after the date of the statement until it is paid in full. Any payments made on past due statements are applied first to the oldest outstanding statement. We are entitled to attorneys' fees and costs if collection activities are necessary. Only Legal Services Are Provided We provide services of a strictly legal nature. You agree to provide us with such factual information and materials as we require to perform the services and you will make such business or technical decisions and determinations as are appropriate. It is understood you are not relying on us for business, investment, engineering, or accounting decisions, or to investigate the character or credit of persons with whom you may be dealing, unless otherwise specified in the letter. We will keep you advised of developments as necessary to perform our services and will consult with you as necessary to ensure timely, effective, and efficient legal work is completed. Communications Between Attorney and Client Regarding the ethics of the legal profession which govern our representation, several points deserve emphasis. As a matter of professional responsibility, we are required to preserve T:\KJT Active Files\City of McCall Appeal\Correspondence\Engagement letter -McCall Appeal.doc LAW OFFICES OF TROUT, WEEKS & NEMEC, PLLC May 18, 2004 Page 4 the confidence and secrets of our clients. This professional obligation and the legal privilege for attorney client communications exist to encourage candid and complete communication between clients and their lawyers. We can perform truly beneficial services for a client only if we are aware of all information that might be relevant to our representation. Consequently, we trust our attorney -client relationship with you will be based on mutual confidence and unrestrained communication which will facilitate our proper representation. Additionally, you should be aware that, in instances in which we represent a corporation or similar legal identity, our client relationship is with the entity and not with individual executives, shareholders, directors, partners, or persons in similar positions. In those cases, our professional responsibilities are to the legal entity. Of course, we can represent individual executives, shareholders, directors, partners or other persons related to the entity in matters that do not conflict with the interest of the entity. In your matter, it is our understanding that we will be representing the City of McCall, Idaho and City Council for the City of McCall, Idaho. We would also like to note that you have authorized us to communicate with the law firms Moore, Smith, Buxton & Turcke and Brassey, Wetherell, Crawford & McCurdy on your behalf and that you have fully authorized them to continue to act as your counsel in all matters in which they have already been engaged. Conflicts With Representation During the term of this engagement, we will not accept representation of another client whose interests are adverse to yours unless and until we have made full disclosure to you of all relevant facts, circumstances, and implications of our undertaking the two representations and you have consented in writing to our representation of the other client. You agree you will be reasonable in evaluating such circumstances and you will give your consent if we can confirm to you in good faith the following criteria are met: (1) there is no substantial relationship between any matter in which we are representing or have represented you and the matter with the other client; (2) our representation of the other client will not involve any confidential information we received from you; (3) our effective representation of you and the discharge of our professional responsibilities to you will not be prejudiced by our representation of the other client; and (4) the other client has also consented in writing based on our full disclosure of the relevant facts, circumstances, and implications of our undertaking the two representations. Termination of Attorney -Client Relationship Upon completion of the matter to which this engagement applies, or upon earlier termination of our relationship as described herein, the attorney -client relationship will end unless you and we have expressly agreed to a continuation with respect to other matters. We hope, of course, that such a continuation will be the case. The representation is terminable at will by either party subject to the ethical restraints and the payment of all fees and costs. In the unusual event that a court of competent jurisdiction refuses to permit our firm to withdraw upon termination, you will remain responsible for any additional fees and costs incurred on your behalf. T:\KJT Active Files\City of McCall Appeal\Correspondence\Engagement letter -McCall Appeal.doc LAW OFFICES OF TROUT, WEEKS & NEMEC, PLLC May 18, 2004 Page 5 Additional Terms and Conditions We reserve the right to withdraw as your counsel at any time. We will withdraw as your attorneys if you: 1) fail to keep in regular contact with our office, 2) fail to appear at any court proceeding where you have been informed that your presence is necessary, 3) fail to pay the firm in a timely manner, or 4) ask our firm to use unethical means to obtain a client's goal. You must notify our office immediately of any change of address or phone number. Acceptance of Terms and Conditions Your agreement to our representation constitutes your acceptance of the foregoing terms and conditions. If any of them is unclear or unacceptable to you, please advise us now so we may resolve any differences and proceed with a clear, complete, and consistent understanding of our relationship. We intend the obligations contained herein to be contractual and to govern our business relationship. The attorney -client relationship is one necessarily built on trust and full communication. We invite you to fully discuss, at any time, any questions you may have regarding our representation of you in this proceeding. We are honored that you chose our firm to represent you. DATED this / fiday of Ay , 2004. TROUT, WEEKS & NEMEC, PLLC By: Name: /go4.42T4/1 Title: Attorney DATED this a 72day of AM! , 2004. CLIENT By: Name: I2o10e-,.-4-- A 5\,^*`c-,_ Title: V'1.4y.s-_ cc: Billing T:\KJT Active Files\City of McCall Appeal\Correspondence\Engagement letter -McCall Appeal.doc