24-100.00GordonReesScullyMansukhaniLLPPinesGSP LEGAL SERVICES AGREEMENT
GORDON REES SCULLY MANSUKHANI, LLP("Firm"or Gordon&Rees LLP") and
City of Spokane Valley ("Client"or"City") agree that Firm will provide legal services to Client
as set forth below.
1. SCOPE OF LEGAL SERVICES. The legal services to be provided by Firm pursuant to
this Legal Services Agreement("Agreement")to Client are as follows: Provide legal advice and
counsel regarding the use and appropriation of FRA Grant Funds on the Pines GSP Project.
This Agreement and the rates below will only apply to legal services provided to Client which are
listed above. Should additional legal services be requested and should Firm agree to provide them,
the parties will enter into a separate Legal Services Agreement which will apply to other services
not set forth in this Agreement.
2. ENGAGEMENT FEE WAIVED. Firm is not requesting payment of an advance
engagement fee against anticipated legal services.
3. FEES AND BILLING. Firm time will be accounted for in tenths of an hour and fees are
calculated by applying hourly rates assigned to Firm attorneys and other staff. The rates set out
below are subject to change at any time by Firm by written notice to Client and shall apply to all
services rendered after such notice is given. Rates may also be subject to Court approval pursuant
to applicable statutory restrictions. Firm may, from time to time and in its sole discretion, utilize
contract, outsource, and/or temporary service providers in connection with performing certain of
the tasks to be rendered in connection with this engagement at the rates listed below. Fees and
expenses will be billed monthly and are due upon receipt. Any bills that are not paid within 45
days from our mailing may be subject to a late charge equal to the lesser of 1%per month on the
unpaid balance or the maximum rate permitted by law. The current range of rates is set forth
below. These rates do not include work on intellectual property matters. In the event that
intellectual property work is required Client and Firm will agree on intellectual property rates in
writing in advance of work being performed. Firm periodically adjusts its rates with reasonable
increases and may not provide prior notice to Client and Client agrees to pay such adjustments.
The invoices provided to Client will reflect all Firm personnel who have billed time related to the
representation of Client and their rates. Client agrees not to inform others of Firm's rates being
charged to Client. Firm rates for intellectual property work (litigation or transactional) are not
included herein.
Sr. Partner $600
Partner/Of Counsel $550
Senior Counsel $500
Associate $425
Paralegal $300
4. EXPENSES. Client is responsible for all expenses incurred by Firm in this representation.
Certain expenses may include a standard overhead component when billed and are set forth below.
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Firm will obtain advance payment for expenses from Client, subject to exceptional circumstances
when Firm in its discretion may determine to advance a cost. If Firm advances an expense, Client
will remain liable for the expense, and Client agrees to reimburse Firm regardless of the outcome
of this matter. Examples of expenses charged at cost include, but are not limited to, air travel,
meals, experts, consultants, investigators, filing fees, court reporters, transcripts, postage,
facsimiles, phone charges, overnight packages and couriers. The current schedule of commonly
incurred expenses charged at certain rates is set forth below and is reconsidered annually:
Mileage Per allowable IRS rate
In-House Messenger $30 per local errand
5. FIRM'S LIEN. Firm will have a lien for Firm's fees and advanced expenses with respect
to the matters which are the subject of this Agreement and on all proceeds of any recovery obtained
whether by settlement,arbitration award,or court judgment or on any property obtained,including
by patent, trademark, copyright, rescission, specific performance or other means. This generally
means that Firm has an ownership interest in any recovery by Client to the extent of Firm's unpaid
fees and expenses. Client acknowledges that it is aware of the right to seek the advice of
independent counsel as to this provision and has been provided a reasonable opportunity to do so.
6. FIRM GENERAL COUNSEL. It may be necessary in the course of Firm's representation
for its lawyers to analyze their professional duties or responsibilities, or those of the Firm, and to
consult with the Firm's General Counsel(the lawyer designated by Firm to be its attorney in charge
of risk management, ethics and other related issues) or other lawyers in doing so. To the extent
Firm is addressing its duties, obligations or responsibilities to Client or others in those
consultations,it is possible someone may have the view that a conflict of interest exists as between
Firm and Client. As a condition of this engagement, Client waives any conflict of interest that
might be viewed to arise out of any such consultations.Client further agrees that such consultations
are protected from disclosure by Firm's attorney-client privilege, that Client will not seek to
discover or inquire into them, and shall not be entitled to access to same either during the course
of the engagement or thereafter should a dispute between Client and Firm ever arise. Nothing in
the foregoing shall otherwise affect Firm's obligation to keep Client informed of material
developments in the course of the representation.
7. DISCHARGE OF FIRM. Client may discharge Firm at any time by written notice effective
when received within two days of delivery to Firm. Unless specifically agreed by Firm and Client,
Firm will provide no further services and advance no further expenses on Client's behalf after
receipt of the notice unless required to do so in order to protect Client's interests. If Firm is Client's
attorney of record in any proceeding,Client will execute and return a substitution-of-attorney form
executed by Client immediately on its receipt from Firm. Notwithstanding Firm's discharge,
Client will be obligated to pay Firm's fees per this Agreement for all services provided and to
reimburse Firm for all expenses incurred or advanced by Firm before the discharge, incurred in
effectuating the discharge and as necessary to protect the interests of the Client.
8. WITHDRAWAL OF FIRM. Firm may withdraw at any time as permitted under the
applicable rules of professional conduct. The circumstances under which such rules permit such
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withdrawal include, but are not limited to, Client consent, Client's conduct rendering it
unreasonably difficult for Firm to carry out the employment effectively, failure to cooperate and
failure to keep Firm advised of Client's whereabouts. Firm may be required or elect to withdraw
if a conflict of interest develops between Client, any other persons and entities, and/or Firm,
including any conflict between the interests of Client and Firm that is not waived or waivable that
adversely affects Firm's ability to provide the type of representation it has a duty to, or should,
provide to Clients, or if the matter requires an expertise which Firm does not have and it would
not be practicable to develop under the circumstances. Notwithstanding Firm's withdrawal,Client
is obligated to pay Firm the contractual Firm fees for all services provided and to reimburse Firm
for all expenses incurred or advanced by Firm before the withdrawal, or in the case of an
adjudicatory proceeding,through the time when an order allowing the withdrawal is obtained.
9. MAINTENANCE OF CLIENT DOCUMENTS. Firm may maintain documents related to
the representation of Client in an electronically stored format only. Once such documents are
scanned and stored electronically, the paper form of the document may be destroyed. Firm, in its
discretion,may maintain certain documents in other than electronic form if necessary.
10. RELEASE OF CLIENT'S DOCUMENTS. Once the services under this Agreement,have
been completed, Firm will deliver to Client all existing hard copy documents related to
representation of Client. The documents will be sent to the Client address listed below, to the
attention of the Client signatory. If Client also requests delivery of documents related to
representation of Client existing in electronic form, Firm will provide them to Client via a disk or
the internet. The documents to be returned to Client include items reasonably necessary for
Client's representation,excepting attorney work product or those documents which are otherwise
privileged from disclosure.Firm retains the right to keep copies of all Client documents. If Client
declines delivery of the documents, does not respond to related communications from Firm within
20 days or if Client cannot be located upon reasonable investigation, Firm will have no further
obligation to retain the documents and may destroy them in its discretion without further notice to
Client.
11. MEDIATION OF ALL ISSUES. In the event of any dispute relating to this Agreement,
the relationship between Firm and Client, or the services performed (including but not limited to
disputes regarding Firm's fees or expenses and those involving claims of negligence, breach of
fiduciary duty or contract, fraud or any claims based upon a written law)Firm and Client agree to
first(and before initiating any legal action or arbitration) meet and confer within 30 days' notice
by one party to another in an effort to negotiate a resolution of the dispute.
If the dispute is not resolved through negotiation, Firm and/or Client shall, and before initiating
any legal action, within 20 days of failed negotiations, request that the American Arbitration
Association (AAA) choose a neutral mediator to conduct an in person mediation in the Firm's
office from which the services were performed with all involved parties to take place within 30
days of contact with AAA. Firm and Client agree to share equally in the cost of the mediation. If
the dispute is not resolved after mediation, then the dispute may be resolved in the court system,
with venue of such dispute to be the location of the Firm office where the majority of the Firm's
services were performed.
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12. ARBITRATION OF ALL DISPUTES. Additionally,if a dispute arises between Firm and
Client regarding Firm's fees or expenses under this Agreement, Client has the right to elect
arbitration in accordance with the Uniform Arbitration Act,Chapter 7.04A of the Revised Code of
Washington. If Client does not timely elect to proceed under the arbitration procedures, any
dispute over Firm's fees or expenses will be resolved through initiation of a legal action. In the
event that it is necessary for Firm to take extraordinary efforts to collect unpaid fees or out-of-
pocket expenses, Client agrees to pay all costs and expenses associated with the collection efforts,
including court or arbitration costs and any legal costs that we may incur to effect collection.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No
other agreement,statement,or promise made on or before the effective date of this Agreement will
be binding on the parties.
14. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of this
Agreement is held by a court or other tribunal of competent Jurisdiction, in whole or in part,to be
unenforceable for any reason,the remainder of that provision and of the entire agreement will be
severable and remain in effect.
15. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may be modified
by subsequent agreement of the parties but only if in writing.
16. NON-ASSIGNABILITY. Client agrees not to assign, sell or otherwise transfer any rights
to pursue any type of claim against Firm including, but not limited to, professional negligence,
breach of contract or breach of any duties owed to Client and that any such assignment is void and
without effect.
17. APPLICABLE LAW. The laws of the State of Washington shall govern the construction
and interpretation of this Agreement.
18. NO GUARANTEE OF OUTCOME. Firm does not guarantee that any specific result or
outcome will occur in this matter, including the amount of fees and expenses incurred during the
course of the representation. The parties acknowledge that no representation has been made to the
undersigned or their representatives concerning the outcome or probable outcome of the subject
matter this Agreement.
19. POSSIBLE PAYMENT BY CLIENT OF ADVERSE PARTIES' FEES AND COSTS.
Client acknowledges that in certain circumstances Client may be obligated to pay an adverse party
or parties'fees and/or costs incurred depending on the outcome of the legal proceedings which are
the subject of this Agreement. Such payment is the sole responsibility of Client and not of Firm.
20. OPPORTUNITY TO CONSULT WITH OTHER COUNSEL. You may wish to consult
with another legal counsel about the content and effect of this Agreement before signing below.
Your signature will certify that you have either met with another attorney before signing or have
chosen not to do so,but you understand you have the right and have had the opportunity to consult
with another legal counsel.
21. EFFECTIVE DATE OF AGREEMENT. The effective date of this Agreement will be the
latest date of signing by Client or signing by a partner of Firm and its terms shall be retroactive to
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the date Firm first performed services for Client which are the subject of this Agreement. Firm
has no obligation to provide any services until this agreement has been fully executed by Firm and
Client.
22. CONFIRMATION OF UNDERSTANDING. It is acknowledged by the signature below
that Client has read this entire Agreement,understands all of its terms and that any and all questions
Client has about the Agreement have been answered adequately.
The foregoing is agreed to by:
Dated: 5.- - Z yi
Name: J 0 4 1`) H-o FfMAd
Title: Gt-P( MAt/A6OZ
Address: $ 0 a-t o E SP RAG u.E A
SPDK rf) 1/4 i-i ' WA 619 a-oh
Phone Number: S D4j - '? 500 a
E-mail:Jkoh4A @ $OakaKCe (te yat- yo✓
Dated:04/23/24
GORDON REES SCULLY MANSUKHANI, LLP
Name: Allen W. Estes, III
Title: Sr. Partner
Address: 701 Fifth Avenue, Suite 2100, Seattle,WA 98104
Email: aestes@grsm.com
t74064433vi
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