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10-113.00 Koegen Edwards: Law Enforcement Dispute Negotiationrl 3 KOEGEN EDWARDS LLP ATTORNEYS AT LAW September 1, 2010 Mike Jackson, City Manager Cary Driskell, Acting City Attorney City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane, Washington 99206 Re: Negotiation Related to Law Enforcement Contract between City of Spokane Valley, Spokane County and Spokane County Sheriff Honorable Mayor and Members of the City Council: This letter will confirm that Koegen Edwards LLP (the "Firm ") has received the informed consent of the City of Spokane Valley, Washington (the "City ") to continue our representation of Spokane County, Washington (the "County ") in matter described below while undertaking our representation of the City in the referenced mater, in which the interests of the City and the County are adverse. It is our understanding that the referenced matter for the City involves negotiation of all past -due amounts for the period prior to 2010 related to the Law Enforcement Interlocal Agreement (the "Interlocal Agreement ") between the City, the County and the Spokane County Sheriff. The need for this consent arises from the fact that we currently represent the County as bond counsel in unrelated matters providing extensive counsel for various financing issues. To the best of our knowledge, the negotiation of past -due amounts related to the Interlocal Agreement on behalf of the City has no connection with any legal services that the Firm is being asked to perform for the County. Please advise us if you have any different understanding. Under the rules governing professional responsibility and conflicts of interest, the Firm may represent the City in a matter adverse to the County at the same time as it is representing the County in an unrelated matter only if we have written consent of both clients and reasonably believe that the Firm's representation of the County will not adversely affect our representation of the City. We are confident that our ability to represent our clients' interests will not be limited or compromised, especially since different attorneys are handling the different matters. However, we recommend you seek independent legal advice to determine if this consent should be given. Please confirm that the City consents to the foregoing on an informed basis after full disclosure and with the recognition that the Firm's simultaneous representation of the City on matters adverse to the County and of the County in unrelated matters described above creates a conflict of interest. BANK OF AMERICA FINANCIAL CENTER 601 W. RIVERSIDE AVE., SUITE 1700 SPOKANE, WASHINGTON 99201 509- 747 -4040 PH 509- 747 -4545 FX w w w. k o e g e n e d w a r d s. c o m fib -1 1 3 Ir 1 3 Mr. Mike Jackson IL Mr. Cary Driskell September 1, 2010 Page 2 I also ask to confirm your understanding that if in the future the City no longer desires the Firm to act simultaneously on behalf of both the City in matters adverse to the County and the County in unrelated matters, the Firm will withdraw from representation of the City only and such withdrawal will be the City's sole remedy. The City will not seek recovery of attorney's fees expended prior to that time and will not seek to disqualify the Firm from continued representation of the County. Additionally, I ask to you confirm your understanding that in the event the negotiation of past - due amounts related to the Interlocal Agreement proceeds to arbitration or litigation, we will withdraw from representation of the City and will not represent either party with respect to such matter. We have enclosed an extra original of this letter for your file. We would appreciate your prompt return of one signed original for our file. Respectfully submitted, KOEGEN EDWARDS LLP The undersigned hereby consents to the representation as described above. CITY OF SPOKANE VALLEY By: Title: c�— Dated: �D /U rl 3 KOEGEN EDWARDS LLP ATTORNEYS AT LAW Michael F. Connelly September 1, 2010 Mike Jackson, City Manager Cary Driskell, Acting City Attorney City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane, Washington 99206 Re: Representation of the City of Spokane Valley Dear Mike and Cary: Email: mike @koegenedwards.com Direct Dial: (509) 343 -4477 The purpose of this letter is to advise the City of Spokane Valley (the "City ") of the services we will perform and the fees we will charge as special counsel to the City. SCOPE OF ENGAGEMENT We expect to review and provide advice and guidance relative to the following matters: 1. State of Washington Department of Ecology v. Coyote Rock LLC, Spokane River Keeper, Trust Unlimited and the Land Council and Spokane Valley /LUPA Approval; 2. State of Washington Department of Ecology v. Coyote Rock LLC and Spokane Valley; 3. Sprague /Appleway Revitalization Plan; 4. Negotiations with Spokane County Sheriff regarding past law enforcement contracts; and 5. Other additional matters as instructed in writing by the City Manager. ATTORNEY - CLIENT RELATIONSHIP In this transaction, the City will be our client and an attorney - client relationship will exist between the City and Koegen Edwards LLP (the "Firm "). BANK OF AMERICA FINANCIAL CENTER 601 W. RIVERSIDE AVE., SUITE 1 700 SPOKANE, WASHINGTON 99201 509- 747 -4040 PH 509- 747 -4545 FX w w w. k o e g e n e d w a r d 5 . c o m Ir / 3 IL Mr. Mike Jackson Mr. Cary Driskell September 1, 2010 Page 2 PERSONNEL I will have primary responsibility for these matters. When appropriate, additional attorneys or paralegals may assist me. We assign attorneys and other personnel on the basis of experience, expertise, nature and scope of the issue, and the time constraints imposed by the matter. FEES We will bill the City for legal services on the basis of hourly rates. My rate for these matters will be $250 per hour. I will use other attorneys and paralegals when appropriate. The rates for other attorneys and paralegals range from $100 to $275 per hour. We revise our rates at least annually, and services performed after the effective date of the new rates will be charged at the new rates. DISBURSEMENTS AND OTHER CHARGES From time to time, the Firm may advance or incur certain costs and expenses with respect to your legal matters. These costs will be charged to the City. Such charges include court filing fees, deposition or transcript fees, consulting or expert witness fees and expenses, long- distance telephone charges, photocopying, computerized legal research, travel expenses and messenger services. Although such expenses are your responsibility and we assume no liability for payment, for administrative ease, the Firm, acting on your behalf, will generally advance payment to providers if your account is current. When the amounts involved are large, however, we may forward invoices to you for direct payment. MONTHLY INVOICES Each month I will review the time recorded to your account before an invoice is sent. We try to bill all clients on a monthly basis. Statements are generally mailed by the last week of the month following the month in which the services are performed. However, disbursements and other charges often do not appear on our statements until a few weeks after the cost is incurred. Payment on all statements is due upon receipt of the statements, and balances not paid within 30 days are assessed a late payment charge of 1.25 percent per month. We retain the right to cease performing legal services and to terminate our representation of the City for any reason consistent with ethical rules, including conflicts of interest or delinquency or nonpayment of legal fees and expenses. CONFLICTS OF INTEREST As we have discussed, the Firm currently represents Spokane County (the "County ") as bond counsel. Waiver letters have been signed by the City and the County, individually, with respect to the negotiations regarding disputed amounts related to the Law Enforcement Interlocal Agreement between the City, the County and the County Sheriff. IL 3 Mr. Mike Jackson Mr. Cary Driskell September 1, 2010 Page 3 Additionally, please be aware that the Firm represents many other municipalities and investment banking firms. It is possible that during the time that we are representing the City, some of our present or future clients will have disputes or transactions with the City. The City agrees that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those matters are directly adverse. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a nonpublic nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of this engagement letter dated and signed, retaining the original for your files. We look forward to working with you. Very truly yours, KOEGEN EDWARDS LLP Michael F. Connelly Accepted and approved o �� , 2010. CITY OF SPOKANE VALLEY By:_ Title: !/i�LA / /