FY2008-43 Perkins Coie, Legal Representation - Client Matter No. 31790-0003Gordon J Tans
PHONE (907) 279-8561
FAX (907) 276-3108
June 13, 2008
Rick Gifford
Manager
Kodiak Island Borough
710 Mill Bay Road
Kodiak, Alaska 99615
Re: Legal Representation
Client -Matter No. 31790-0003
Dear Mr. Gifford:
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Perkins
Coie
1029 West Third Avenue, Suite 300
Anchorage, AK 995o1 -1g81
PHONE: 907.279.8561
FAX: 907.276.31o8
www.perkinscoie.com
Thank you for selecting Perkins Coie LLP to represent Kodiak Island Borough ("Kodiak
Island Borough") in connection with Abell, et al. v. Kodiak Island Borough, et al. This
letter will also apply to any additional matters that we subsequently undertake at your
request, unless otherwise specified in a separate engagement letter addressing that matter.
The principal factors in determining our fees will be the time and effort devoted to the
matter and the hourly rates of the lawyers and paralegals involved. At the present time, I
will have primary oversight for Perkins Coie's representation of Kodiak Island Borough,
but if the matter is not resolved before discovery and motion practice begins in earnest,
my colleague Jim Leik will take over primary oversight. We assign other firm lawyers
and paralegals when necessary, beneficial or cost-effective and when desirable to meet
the time constraints of the matter. My current hourly rate for this initial matter is now
$210.00 and Jim Leik's currently hourly rate for this initial matter is now $250.00. These
rates are adjusted at least annually, usually on January 1. Services performed after the
effective date of the new rates will be charged at the new applicable rates. We try to issue
invoices for our fees and disbursements on a monthly basis. These invoices include
detail that most of our clients find sufficient, but please let me know at any time if more
detailed information is needed on our invoices. Please also refer to the enclosed
Information for Clients for specifics regarding fees, disbursements, billing, payment, and
31790-0003/LEGAL 14378789.1
ANCHORAGE BEIJING BELLEVUE BOISE CHICAGO DENVER LOS ANGELES
MENLO PARK OLYMPIA - PHOENIX PORTLAND SAN FRANCISCO SEATTLE WASHINGTON, D.C.
Perkins Coie LLP and Affiliates
Rick Gifford
June 13, 2008
Page 2
termination of our representation should payment not be made or other circumstances
warrant.
As lawyers, we are of course regulated by ethical rules, including rules governing
conflicts of interest, in the jurisdictions in which we practice. Based on our review of our
records, the representation of Kodiak Island Borough on this initial matter does not create
a conflict of interest for Perkins Coie. Names we checked included "Kodiak Island
Borough", "Tom Abell", "Reed Oswalt", "Louise Stutes", "Pat Branson", "Sue Jeffrey",
"Chris Lynch" and "Jerome Selby." Please let me know immediately if there are other
adverse or potentially adverse party names to check, or other names that you believe we
should check. If you learn about significant name changes of any of the entities or about
additional adverse or potentially adverse parties, please advise us so our records can be
updated. Our representation of Kodiak Island Borough does not include acting as counsel
for any agency or subdivision of the Kodiak Island Borough or any employee or other
person unless such additional representation is separately and clearly undertaken by us.
In particular, we are not at this time agreeing to represent any of the assembly members
or the mayor in their individual capacities.
We will also charge you for certain costs and internal services that we provide. Details
concerning these charges are stated in the enclosure. In addition, please note that rates
for messenger services that we provide in Anchorage range from $5.00 to $30.00
depending upon the distance from our office, and secretarial overtime in Anchorage is
currently charged at $30 per hour.
Alaska Bar Association rules require that we advise you in writing regarding possible
awards of attorneys' fees and costs in litigation. The ordinary rule in Alaska courts is that
the prevailing party in litigation is awarded a portion of its attorneys' fees and certain
specified costs. This means that if Kodiak Island Borough prevails in an Alaska lawsuit,
Kodiak Island Borough will ordinarily be entitled to an award of a portion of its
attorneys' fees and certain specified costs. Conversely, if the opposing party prevails in
Alaska courts, the opposing party will ordinarily be entitled to an award against Kodiak
Island Borough for a portion of its attorneys' fees and certain specified costs.
This letter, along with the enclosed Information for Clients, confirms the terms and
conditions on which Perkins Coie LLP and its affiliates will provide legal services to
Kodiak Island Borough. Unless otherwise agreed in writing, the terms of this letter and
the enclosed Information for Clients will also apply to any additional matters that we
undertake at Kodiak Island Borough's request.
31790-0003/LEGAL 14378789.1
Rick Gifford
June 13, 2008
Page 3
If this letter correctly sets forth our understanding, please sign and date a copy of this
letter and promptly return it to me. If you have any questions about this letter or
generally about our services or bills, please call me at any time. We look forward to
working with you and thank you for placing your confidence in Perkins Coie.
Very, ly yours,
Gordon J Tans
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Enclosure
Information for Clients
ACCEPTED AND AGREED:
KODIAK ISLAND BOROUGH
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31790-000YLEGAL 143 787 89.1
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Information for Clients
Perkins Coie LLP is pleased to serve you. The following information explains the terms that apply to our
engagements (except to the extent that you have reached a different written understanding with us about particular
terms) for legal services provided by Perkins Coie LLP and its affiliates. We encourage you to discuss this
information with our lawyers at the inception of a matter and whenever you have questions during the course of that
matter. Section headings are for convenience of reference only and not intended to affect the interpretation of the
provisions of such sections.
Personnel. We generally assign one lawyer primary responsibility for seeing that your requests for legal services
are met, but additional lawyers may assist in rendering the most appropriate and efficient legal services. We attempt
to assign personnel to each matter based on the nature and scope of the issues raised by the matter and our lawyers'
experience and expertise.
Basis for Fees. We charge for legal services rendered by our firm at applicable hourly rates. Each attorney,
paralegal, and other timekeeper records time at assigned billing rates. Because hourly rates vary among personnel,
each statement typically reflects a composite of several hourly rates. Those rates are reviewed periodically and
change at least annually (usually on January 1) based on economic factors and the changing experience levels of our
personnel. Services performed after the effective date of the new rates will be charged at the new rates.
Disbursements and Other Charges. In the course of performing legal services for you, various services may be
provided by third parties. Examples include messenger and courier charges, filing and recording fees, foreign agent
fees, court reporters and transcript costs, expert and other witness fees, charges for outside consultants and research
services, and travel expenses. You are responsible for these third -party charges, and we reserve the right to forward
their invoices directly to you for payment. For administrative ease, however, we may advance payment to the third -
party provider and include the charge on our invoice to you, with no markup for handling. We will retain and not
allocate to clients relatively insignificant discounts we receive for prompt payment or volume usage. For patent,
trademark and other matters that may involve significant third -party payments, you may be required to maintain a
minimum balance in a trust account to fund such payments. You will be advised of any such requirements, and we
will not be obligated to request or pay for third -party services not fully covered by such deposits.
We will also charge you for certain internal services we provide in connection with our legal services. As noted
below, because we both invest in specialized equipment and commit to long-term contracts with computer research
vendors (such as Westlaw), long-distance telephone carriers, and others, we achieve savings in exchange for
guaranteed payment, usage or other obligations undertaken at our risk. This allows us to charge our clients for
certain computer research services and most long-distance telephone calls at rates discounted below standard rates.
However, the payments we receive from clients for these services may exceed our total payments to the vendors.
This excess is used to partially offset the costs we incur for related equipment and personnel and the risks we
assume in entering into these contracts.
We currently charge specific internal costs in the following manner:
Photocopying, Printing, and Facsimile. In our U.S. offices, clients are charged ten cents per
page for laser printing and photocopying. These charges are higher in our non -U.S. offices. We do not
charge for facsimiles sent or received, other than long-distance telephone charges.
Computer Research. There is no extra charge to clients for our use of the firm's internal work
product retrieval system. Clients are charged for computer-assisted research from outside services, other
than many Westlaw Services, at the vendors' standard rates. For many services from Westlaw, our primary
outside computer -research source, we are able to charge clients just 50% of Westlaw's standard rates
because we committed to a long-term contract with monthly minimum payments. We may occasionally be
31790-0003/LEGAL 14378789.1
able to pass along other discounted rates for computer-assisted research from outside sources when we can
negotiate volume discounts.
Telecommunications. We do not charge for local calls or for any email communications. In the
United States, where we have been able to install special equipment and negotiate volume discounts, we
share our savings with clients by charging long-distance calls at 50% of the AT&T tariff for direct -dial
long-distance calls, plus applicable taxes. In our non -U.S. offices, long-distance calls are charged at the
carrier's tariff for such calls, plus applicable taxes. Credit card and cell phone calls necessitated by work on
your matters are charged at our actual cost.
Mail/Messengers. In our larger offices, we may use firm messengers whenever appropriate to
shorten delivery times and offer greater flexibility. Charges for such internal messengers are equal to or
below rates charged by outside messengers for similar services. We do not charge for regular mail. Bulk
mailings, packages, overnight deliveries, and special postal services are charged at our actual cost.
Overtime. Clients are charged for staff overtime, meals, and transportation only when (a) the
client specifically requests after-hours effort or (b) the nature of the work necessitates overtime and such
work could not have been done during normal work hours.
Document Imaging and Database Support. Certain matters, particularly large-scale litigation,
may require special document imaging and optical character recognition ("OCR") services. We currently
charge 15 cents per page for document imaging and 25 cents per page for OCR. Clients requiring these
special technical services may also be charged for storage space on the firm's computer servers.
Invoices and Payment. We typically bill monthly, and payment is due upon receipt of the invoice. Payment of an
invoice will reflect your agreement to the amount charged on that invoice, and you must bring any misbilling or
other charge that you believe is inappropriate to our attention within 45 days of presentation of the invoice. To the
fullest extent permitted by law, you agree that we have an attorneys' lien (including, without limitation, in the results
of our services) to secure payment of the obligations owed us and that we may take steps to inform others of any
attorneys' lien rights we might have. For accounts not paid within 30 days of the invoice date, we add a late
payment charge of 1% per month (or such lower rate as required by applicable law) on unpaid balances from the
invoice date. Unless otherwise agreed upon, we may apply payments first to our own attorneys' fees and costs of
collection, second to our late charges, third to our invoiced fees, and finally to our invoiced disbursement charges.
Our election not to exercise any rights or not to require punctual performance of each provision of this agreement
will not be construed as a waiver or relinquishment of our rights. We do not and cannot guarantee the outcome of
any matter or particular results, and payment of our fees and disbursements is not conditioned on any particular
outcome. If we are required to bring an action or proceeding to collect fees or disbursements due us, we will also be
entitled to recover certain fees and costs. These include, but are not limited to, our own outside attorneys' fees,
expert witness fees, other costs of collection billed to us, and the value of legal services Perkins Coie's own
attorneys perform in analyzing or prosecuting a collection action if such circumstances arise on your account. You
consent to venue and jurisdiction wherever we have an office with attorneys who worked on your behalf. Also, if
we are required to testify, produce documents, or respond to other requests in connection with litigation or other
proceedings commenced by third parties that relate to our representation of you, you will pay us our reasonable fees
and costs incurred in connection with such activities.
Insurance Coverage. You may have insurance policies relating to a matter for which you engage us that might
cover, among other things, reimbursement of attorneys' fees and costs. If coverage is potentially available, including
coverage for our fees and costs, your appropriate insurance company must be notified as soon as possible. We can
advise you on the availability of insurance coverage only if you expressly and timely request that we do so, we do
not have a conflict of interest, and we agree to undertake such additional work. You would then need to furnish us
copies of all relevant insurance policies and related documents. Regardless whether, when, and to what the extent
insurance coverage might be available to reimburse all or a portion of our fees and costs, you nevertheless remain
31790-0003/LEGAL 143 78789.1
primarily obligated for amounts owed us, including any late charges that accrue during any delay in payment by
others.
Advance Payments and Estimates. We may require advance payments before working or continuing work on a
matter. Of course, the amount of work we are called upon to perform may subsequently exceed our prior
expectations. Regardless of whether you make an advance payment, you agree that any budget, estimate, or similar
range for potential charges is nothing more than a forecast based on then -current assumptions, and any such forecast
may be high or low due to changed or unforeseen circumstances. We reserve the right, as a condition of providing
additional services, to require an increase in any advance payment.
Legal Service Provider. We provide strictly legal services to you in connection with this agreement. You are not
relying on us for any services other than legal services, and we are specifically not providing any business, -
investment, insurance, or accounting advice or any investigation of the character or credit of persons with whom you
may be dealing.
Identity of Client. You confirm that we are being engaged by you and not any of your subsidiaries, affiliates,
equityholders, employees, members of your family, or other persons, unless we separately and explicitly undertake
such representation. You also expressly confirm that we may be adverse to any entity in which you have an
ownership interest and any of your affiliates, equityholders, employees, members of your family, or other persons in
matters unrelated to our work for you.
Conflicts of Interest. We have performed a search of our other clients to determine whether representing you might
create a potential conflict of interest with any other clients. That check was done using your name and any other
names you gave us. Please inform us immediately if you use other names or have affiliated companies that we
should enter into our conflicts system.
Cooperation/Reliance on Accurate Information. To enable us to represent you effectively, you will cooperate
fully with us in your matter(s). You and your agents will fully and accurately disclose to us all facts and documents
that may be relevant to a matter we undertake or which we may otherwise request. This information will form the
basis of our legal advice.
Email Communication Disclaimer. Many of our legal professionals receive hundreds of email messages per day
(in addition to spam). Although email is an efficient method for many communications, it can also be delayed in
transit or otherwise missed (e.g., blocked by our anti -spam software). You cannot assume that each email message
copied or sent to one of our legal professionals was actually opened and read by him or her unless you receive a
non=automated reply message indicating that he or she read the .substance of your message.
Termination of Services. We retain the right to cease performing legal services and to terminate our legal
representation for any reason consistent with ethical rules, including conflicts of interest or your failure to pay our
legal fees and expenses when due. Our representation in any matter will also cease on completion of our work on
that matter unless you ask us to perform additional work that we agree to undertake. Performing additional services
for you on the same or any other matter is subject to these terms and conditions, our mutual concurrence and
clearance of conflicts, if any. We are unable to assure you that matters for other clients will not conflict us out of
additional matters you might later ask us to undertake. On completion of a matter, we may close our files and,
absent a specific written undertaking to do so, will not thereafter be obligated to docket milestones, make additional
or continuation filings, pursue appeals, take other steps on your behalf on the matter, or monitor or advise you with
respect to changes in the law or circumstances that might bear upon or adversely affect the completed matter. If you
wish to have us return material from your files after the conclusion of a particular matter, we will provide you such
material at your request and expense. We will have no obligation to retain client files more than one year after the
conclusion of a particular matter or our representation.
31790-0003/LEGAL 14378789.1
Alliances/Other Counsel. Many of our clients also have international or other legal needs we cannot fulfill. This
causes us from time to time to establish ongoing working relationships or strategic alliances with law firms in other
jurisdictions. While our close relationships with our legal colleagues at these firms have helped us provide
coordinated representation for many of our clients, these firms (and other firms we may recommend to our clients)
are separate from and independent of Perkins Coie. We do not share personnel or fees, do not have common
operations beyond occasional joint seminars and presentations, and must check any other firm's conflicts of interest
before that firm's lawyers may jointly represent any of our clients. Under rules in certain jurisdictions where we
practice, we must advise you that you may consult independent counsel to advise you regarding these documents
governing our relationship, and we encourage you to do so if you like. Also, you retain the right to consult with
independent counsel at any time while we represent you. However, we are not responsible for any advice an
independent counsel may give you, and such consultation will be entirely at your expense.
Affiliates. Perkins Coie LLP generally practices law under the name Perkins Coie. A separate, affiliated Arizona
entity, Perkins Coie Brown & Bain P.A., provides legal services from the Phoenix office. For administrative ease,
Perkins Coie LLP collects payments for legal services rendered by its affiliates.
Questions. We endeavor to deliver legal services effectively and efficiently and to render accurate and
understandable billings. Please direct any questions about services or billing practices to your client service lawyer.
Questions regarding the billing or payment status of your account may also be directed to the Client Accounting
Department in our Seattle office at 1-800-261-3143 (206-359-3143 in the Seattle area).
31790-0003/LEGAL 14378789.1