Loading...
Engagement Letter for Defense of City in Cozy Inn Case 1 FAIRFIELD LA WOODSPC. Amanda C.Jokerst (303)894-4494 ajokerst@fwlaw.com March 6,2024 Via e-mail: mike.schrage@salina.org City of Salina, Kansas do Mike Schrage, City Manager 300 W Ash St Salina,KS 67401 Re: Engagement Letter—Cozy Inn, Inc. d/b/a The Cozy Inn; Stephen Howard v. City of Salina,Kansas Dear Mr. Schrage, Thank you for selecting Fairfield and Woods,P.C. as attorneys for the City of Salina,Kansas. This letter and the attached Policies and Procedures Addendum are intended to set forth our agreement for providing legal services to you. You are retaining Fairfield and Woods, P.C., as the City's attorneys to provide legal advice and counseling as Pro Hac Vice counsel in the case of Cozy Inn, Inc. d/b/a The Cozy Inn; Stephen Howard v. City of Salina, Kansas. As appropriate, we will provide legal advice and counseling regarding strategic interim and final amendments to the City of Salina sign code in order to address the alleged constitutional issues. You have not retained us at this time to take any other action on your behalf. Respecting our Firm's representation, it is anticipated that I will be your primary lawyer and I will consult with Todd Messenger regarding the sign code and constitutional challenges to the same. Both Todd and I will enter our appearance in the matter Pro Hac Vice. My billing rate is $400.00 per hour and Todd's billing rate is $485.00 per hour. We will seek to avoid any duplicate time or effort where appropriate. From time to time, other attorneys or paralegals may assist with this matter as needed. Their billing rates may be different from the rates for those principally responsible for this matter. We reserve the right to adjust our hourly rates from time to time, and will inform you of any changes in the rates set forth herein. We understand you will retain local counsel that is admitted to practice in the State of Kansas and the United States District Court for the District of Kansas. We are amenable to working with local counsel of your selection. As part of our Pro Hac Vice admission, local counsel will observe the Rules of Practice of the United States District Court for the District of Kansas ("Rules of Practice"). Pursuant to the Rules of Practice,all pleadings must be signed by Pro Hac Vice counsel 1801 California Street• Suite 2600• Denver,Colorado 80202 t(303)830-2400• f(303)830-1033• www.fwlaw.com WOODSFAIRFIELD Pc. March 6,2024 Page 2 and local counsel. We would expect local counsel to be responsible for understanding the Rules of Practice and implementing the same to all pleadings filed or served in this matter. At this time we are not requiring a retainer. The Firm reserves the right to require a retainer as a condition of continued representation. In performing this work, our firm will be representing the City as an entity, rather than you or any other individual under the employment of the City.This means our duty is to the City and we must place its welfare and interests ahead of the interests of anyone employed by the City. In many cases,what is best for the City will also be best for each individual employed by the City,but that is not always the case. If a conflict of interest arises, it may be necessary for each of you to obtain separate legal counsel. We are accepting this representation with the understanding that no such conflict issues exist. If you become aware of any actual or potential conflict of interest,you must promptly advise us. Corporate Transparency Act of 2020("CTA")when fully effective will require many business entities in the U.S. and their owners to report certain ownership information to the U.S. Treasury and to update such information to keep it current. In the event that clients of the firm or their beneficial owners are unable or unwilling to provide on a timely basis the necessary information to the Treasury and to the firm(in the event that the firm is required by the CTA or Treasury to perform such a reporting obligation),then the firm reserves the right to terminate its representation of such clients and take other actions consistent with our ethical obligations. You agree that, if applicable,you will be responsible for the timely initial report of such information to the Treasury and that you will be responsible for timely updating and correcting information previously provided to Treasury. We want you to be confident and enthusiastic about our services and our representation of you. Please do not hesitate to contact us to let us know how we can better serve you or if you have any questions about the progress of the matter, our representation, our bills, other services we might provide, or any other matter. If the terms set forth herein and in the attached Policies and Procedures Addendum are acceptable, please sign below, scan and return a copy of this letter to me. Alternatively, if you would prefer we can send this to you via DocuSign for execution. We look forward to working with you. `l FAIRFIELDDS WOO March 6,2024 Page 3 Sincerely, s/Amanda C. Jokerst Amanda C. Jokerst Fairfield and Woods, P.C. ACJ:me Attachment I have read and hereby agree to the terms of the foregoing engagement letter and attached Policies and Procedures Addendum. By: i& i 4 ' e, City Manager Date:,3/1 l FAIRFIELD ♦ ¢WOODS P.c. March 6, 2024 Page 4 Policies and Procedures Addendum Expenses and Disbursements: Our firm bills for out-of-pocket expenses separate from fees for legal services. The City is responsible for out-of-pocket disbursements, such as filing fees, hand deliveries outside downtown Denver, overnight courier service, and travel expenses. We do not charge for routine copying. However,we may charge for large copy projects performed in-house at a rate of$0.20 per page. If time allows, and especially if the copying project is large,we often send copying projects to a specialty company in order to reduce the cost. We do not currently charge for downtown deliveries made by our employed messenger,for sending or receiving faxes, or for routine first-class postage. We do not normally advance out-of-pocket costs of more than $600.00, and if we receive a bill for such services we may ask that the City pay it directly. Adjustment to Hourly Rates. The firm reserves the right to adjust our hourly rates for attorneys and other professionals from time to time. We will inform the City of any changes in the rates applicable to this engagement. Billing and Payment: We will invoice the City monthly for our legal fees and for expenses and disbursements. Our invoices will itemize all time and expenses. All invoices are due upon receipt. Unless otherwise specified in our Engagement Letter, the City's obligation to pay our invoices when due is not contingent on the result achieved, and we cannot and do not guarantee any particular result. A late payment charge of one percent per month will be assessed on the last day of each month against all unpaid fees and costs which were billed before the beginning of that month. In the event we must commence legal action to collect any sums owed, the City agrees to pay all fees and expenses, including reasonable attorney fees, which we incur. Should the City ever have questions about our bills,just let us know; we will gladly answer them. Document and File Ownership: During the course of our representation of the City, we will routinely send the City copies of external correspondence,pleadings,and other relevant documents regarding the representation. Since the City will be provided with such documents on an ongoing basis, the City agrees that the files and documents maintained by us in our office belong to us, except for original documents provided by the City to us. Of course, if the City should ever need copies of any documents maintained in our files, we will provide them to the City, at the City's expense. File Retention and Destruction: Client agrees that any materials in the file may be destroyed, at the firm's discretion, following 24 months after the matter for which we have provided representation is concluded or the firm's representation ends. At any time prior to the passage of said period the City may request in writing the return of all materials/property provided to us during P.1 FALD WOODSIRFIEPC. March 6,2024 Page 5 the course of representation, but after said period of time any such items may be considered abandoned. The firm is not required to provide notice prior to destruction of the file, but may do so as a courtesy to clients. Termination: The City has the right to terminate our representation at any time.We have the right to terminate our representation when termination is required or allowed under the Colorado Rules of Professional Responsibility, including if the City fails to pay our fees or expenses. Governing Law and Venue: Our representation of the City shall be governed by and construed and enforced in accordance with the laws of the United States and the State of Colorado.Exclusive venue for any dispute in connection with our representation of the City shall be in the state or federal courts in Denver, Colorado, and the City and we both consent to the jurisdiction of those courts. Attorney Client Privilege: All written and verbal communication between the City and the firm in connection with this engagement, as well as communications from employees and representatives of the City for the purposes of securing legal advice on behalf of the City in this matter, are confidential and protected by the attorney-client privilege. In order to maintain this privilege,it is important that the City,and employees and representatives of the City,do not discuss or disclose the communications or advice given by the firm with any third parties. The disclosure of communications or advice given by the firm in connection with this engagement to parties outside the attorney-client relationship may waive this privilege. If you have questions about what information may be shared in connection with this engagement,please contact us. Our Office Hours: Our office is open from 8:00 a.m. to 5:30 p.m. each business day,but we are often here evenings and weekends to serve our clients. Feel free to contact any of the lawyers at the firm at any time. 4 „ +