FY2019-22 Contract For Proffessional Legal Services Between The Kodiak Island Borough And Keene & Currall ncluding Amendments A&BCONTRACT TRANSMITTAL FORM RETENTION SCHEDULE: CL -09 CONTRACTS Records related to obligations under contracts, leases, and other agreements between the borough and outside parties, successful bids, and proposals. Each department maintains the file while the contract is active. once inactive, retain procurements for another 4 years and retain contracts, leases, or agreements involving real property for another 11 years. DEPARTMENT: Manager's Office CONTRACT NO.: FY2019-22 CONTRACT TITLE: CONTACT PERSON: Aimee Williams Contract for Professional Legal Services with the Law Offices of Keene & Currall, P.P.C. VENDOR OR SERVICE PROVIDER: Law Offices of Keene & Currall, PPC Administrative contracts are contracts approved by the manager within the spending authority allowed by code. Assembly approved contracts are beyond the manager's spending authority and require approval by the Assembly during a meeting. APPROVED BY: MANAGERO ASSEMBLY O TYPE OF CONTRACT: Select Type EXTENSION OPTIONS: N/A EXPIRATION DATE: 6/30/25 DATE OF APPROVAL: 10/4/24 PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs): June 30, 2029 OR PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs): If there's no expiration date, give the process on how or when this record should be purged or flagged for review. FILL OUT BELOW IF THE RECORD AMENDS, EXTENDS, OR IS A CHANGE ORDER TO A CONTRACT CATEGORY: Amendment ��/�• ` If APPROVED BY: MANAGER O ASSEMBLY O DATE OF APPROVAL: 10/17/24 TYPE OF CONTRACT: 9016GI T-YP8- ?"Ft5*;V 14 <;E" Ju -S EXTENSION OPTIONS: EXPIRATION DATE: 11/30/25 PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs): 11/30/29 OR PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs): If there's no expiration date, give the process on how or when this record should be purged or flagged for review. \\dove\borough\CL\U - RECORDS\FORMS\contract transmittal form NJ.docx Rev 12/23 Amendment Number Two to Contract No. FY2019-22 for Professional Legal Services THIS SECOND AMENDMENT TO CONTRTACT NO. FY2019-22 ("Amendment") is made and entered into effective as of the 301h Day of November 2024 by and between the Kodiak Island Borough (hereinafter Borough) and the Law Offices of Keene & Currall, P.P.C. (hereinafter Firm). WHEREAS, the Borough and the Firm entered into Contract No. FY2019-22 on March 20, 2019 for a term of three years; and WHEREAS, Contract No. FY2019-22 Section 5.A includes provisions for the three additional one year extensions which the Assembly approved in whole via Resolution No. FY2022-13; and WHEREAS, the amendment extending Contract No. FY2019-22 expires on November 29, 2024; and WHEREAS, Contract No. FY2019-22 Section 5.13 provides for the extension of the contract for the purpose of assigned case completion, upon mutual consent. NOW, THEREFORE, Borough and Firm agree to the following terms and conditions: 1. The contract is hereby extended by a period of one year, through November 30, 2025, for the purpose of completing ongoing cases. 2. The attorney fees rate under this amendment shall be $230 per hour and the paralegal/assistant rate cap shall be $90 per hour. 3. All other terms and conditions of Contract No. FY2019-22 remain the same. IN WITNESS WHEREOF, the parties have executed this Contract Amendment effective the 301h day of November 2024. KODIAK ISLAND BOROUGH _tJIWUL w�-at�— Aimee Williams Borough Manager ATTEST: 71 Nova M. Javier, MMC Borough Clerk KEENE & CURRALL, P.P.C. Scott Brandt -Erichsen ANDb 0 ^• C 9�SkA�°%rOi AMENDMENT NUMBER I TO PROFESSIONAL SERVICES CONTRACT CONTRACT NO. FY2019-22 THIS AGREEMENT is made and entered into this 5a' day ofNovember2021. between the Kodiak Island Borough (hereinafter Borough) and the Law Oflias of Keene & Cun.dl. PP.C. , (hereinafter Firm). WHEREAS, on November 4, 2021 the Borough Assembly voted to extend the term of the contract for the full three years remaining on the optional extensions until November 29, 2024, in accordance with section 5 of the Contact No. FY 2019-22; and NOW, THEREFORE, Borough and Finn agree to the following terms and conditions: I. 'rhe contract terms in section 5 of Contact No. FY 2019-22 is extended three years until November 29, 2024. There are no remaining options extensions after that time. 2. The rates shut] remain as set in the original agreement at $200 per hour for atterne} time, no more than $75 per hour for legal assistant time, plus identified e\pcnscs for copying, long distance. filing fees. mailing and the like. 3. All other terms of Contract FY 2019-22 remain as provided in that Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective the 5a' day of November, 2021 K IA I. A BOROLI 'H Dave onrad Interim Borough Manager Date: A EST: - �`y��Nb O 4 AliseL. Rice _ Boro h Clerk Contract Extension III MM 11.5.21.docx Ke e and urra tCl�� ✓�' N Br.c _ Scott Brandt-Eri!c�hsen-- Date: l 18 yG1 Page 1 of 1 Contract for Professional Legal Services In consideration of the mutual promises herein, the KODIAK ISLAND BOROUGH and the law offices of KEENE & CURRALL (firm) agree as follows: A. Part 1, consisting of 14 sections of Special Provisions; B. Part 11, consisting of 1 l sections of General Provisions. Part I Special Provisions Section 1. Definitions. In this contract: A. "Manager" means the Manager of the Kodiak Island Borough. B. `Borough' means the Kodiak Island Borough. C. "Assembly" means the Kodiak Island Borough Assembly. Section 2. Scope of Services. A. The Borough Attorney shall act as legal advisor to the Borough Assembly, administration, and other officials of the Borough to include without limitation the following: (1) To duly advise the Assembly, administration, and other officials at meetings of the Assembly and at other functions as may be designated; (2) To draft opinion letters regarding, among other subjects, the interpretation of the Borough codes, state and federal laws, and policies; (3) To draft municipal ordinances involving all municipal matters; (4) To review and provide opinions on codes, contracts, resolutions, and other written instructions which are submitted to the attorney by the Borough; (5) To call attention of the Assembly and/or Manager, as may be appropriate, to or of changes or developments in legal matters that affect the Borough; and (6) To perform other such duties as may be prescribed for the Borough Attorney by ordinance or by direction of the Assembly and/or Manager. B. The Borough Attorney shall represent the Borough as attorney in civil and criminal proceedings affecting the Borough; however, the Borough Assembly may hire independent counsel when in its judgment independent counsel is needed. The attorney will represent the Borough in litigation involving prosecution of municipal code violation when needed. Firms must be qualified to represent the Borough in all State of Alaska Courts, U.S. District Court, and before the Ninth Circuit Court of Appeals. C. The Borough Attorney must work effectively with the Assembly, administration, boards and commissions, and also with other public agencies with which the Borough has legal relations. D. The Borough Attorney must be experienced and proficient in legal matters affecting the Borough, to include without limitation, federal and state constitutional law, federal and state non -constitutional law, Alaska Statute 29, and Borough Code. E. All representation of the Borough shall continue until the matters or cases assigned are either closed out by mutual consent or are recalled by the Assembly. F. The firm shall not engage any consultant, expert, or service without the prior approval of the Manager or Assembly. G. Provide toll-free telephone access to the Borough. H. The firm shall: (1) Provide the Borough with copies of any significant pleading and/or correspondence prior to filing/sending them. (2) Obtain the Manager's approval of all expenses exceeding $2,000. Section 3. Access to Municipal Personnel. The Manager shall secure the cooperation of the Borough personnel as necessary to assist the firm's performance hereunder. Section 4. Contract Administrator. The Borough shall: A. Receive all information and notices the firm is required to communicate to the Borough pursuant to this agreement. B. The Manager shall administer the contract on behalf of the Borough. Section 5. Term. A. For purposes of case assignments, this contract becomes effective when signed on behalf of the Borough and shall continue for three years from date executed. The contract may be renewed for up to three additional one-year extensions at the Borough Assembly's option. B. For purpose of assigned case completion this contract may be extended upon mutual consent. Section 6. Compensation A. The firm shall be compensated at the hourly rates enumerated in Attachment A of the proposal. The attorney's fee schedule is to remain fixed for the first three years of the contract with three, one-year extensions at the Assembly's option. If the Assembly opts to extend the contract, the fee schedule may be negotiated. The firm will also be reimbursed for other appropriate costs incurred to perform under this contract. B. The firm shall be entitled to no compensation under this contract beyond the scope of the Borough's express obligations under subsection A. The Borough understands that instances may arise that require additional services. During these times the firm will give the Assembly an estimate of services requested and will return to the Assembly prior to exceeding the estimate. C. As a condition of payment, the firm shall have paid all municipal taxes currently due and owing by the firm. Section 7. Payment and Reporting. A. The firm shall submit itemized monthly billings to the Manager for payment of all fees and costs for which the firm seeks reimbursement under Section 6. Said monthly billings shall identify the subject of the work perforated and the time, to the nearest one-tenth of an hour, spent on each subject. Costs shall be itemized and described separately on each monthly invoice. B. Upon approved billing, payment will be remitted to the firm within 30 days. Section 8. Termination of the Firm's Services The firm's services under Section 2 may be terminated: A. For convenience by the Assembly. B. By mutual consent of the parties. C. For cause, by either party where the other party fails in any material way to perform its obligations under this contract. Termination under this subsection is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefore, and the other party fails to cure the default within fifteen days after receiving the notice. Section 9. Duties Upon Termination. A. If the firm's services are terminated for the convenience of the Borough or by mutual consent of the parties, the firm will be paid as provided for under Section 6. Total compensation will not exceed the amount stated in Section 6. All finished and unfinished documents, work product, and materials prepared by the firm remain the property of the Borough. B. If the firm's services are terminated for cause, the Borough shall pay the firm the reasonable value of the services satisfactorily rendered prior to termination, less any damages suffered by the Borough because of the firm's failure to perform satisfactorily. The reasonable value of the services rendered shall not exceed the contract rate for such services, and payment under this section shall not exceed ninety percent of the total compensation allowable under Section 6. Any finished or unfinished documents, work product, or materials prepared by the firm under this contract shall become the property of the Borough. C. The firm shall not be entitled to any compensation under this section until the firm has delivered to the Manager all documents, records, work product, and materials relating to this contract. D. If the firm's services are terminated, for whatever reason, the firm shall not claim any compensation, under this contract, other than that allowed under this section. E. Except as provided in this section, termination of the firm's services under Section S does not affect any other right or obligation of a party under this contract. Section 10. Case Management. A. Execution of the contract by the Borough shall act as full authority for the firm to proceed with the representation of the Borough as provided hereunder. B. The Borough will have complete and total access to all material, information and files worked on by the firm pursuant to this contract. C. Copies of all legal opinions shall be provided to the Borough Clerk's office. Section 11. Assignments. Unless otherwise allowed by the Manager or as directed by the Assembly, any assignment by the firm of its interest in any part of this contract or any delegation of duties under this contract shall be void, and any attempt by the firm to assign any part of its interest or delegate duties under this contract shall give the Borough the right to immediately terminate this contract without any liability for work performed. Section 12. Ownership; Publication, Reproduction and Use of Material. A. The firm agrees to discuss matters and reveal documents relating to this contract only with the Assembly, Manager, Borough Clerk, or any person authorized by the aforementioned, and as required by court order. B. Except as otherwise provided herein, all data, documents, work product, research, reports, and materials produced by the firm under this contract shall be the property of the Borough, which shall retain exclusive right to publish, disclose, distribute, copy, and otherwise use, in whole or in part, any such data, documents, research, reports, or other materials. Section 13. Notices. Any notice required pertaining to the subject matter of this contract shall be either personally delivered, faxed, or mailed by prepaid first class registered or certified mail, return receipt requested to the following address: Borough: Kodiak Island Borough Attention: Manager's Office 710 Mill Bay Road Kodiak, AK 99615 FAX: (907) 486-9390 Firm: Keene & Currall Attention: Scott A. Brandt -Erichsen 540 Water Street, Suite 302 Ketchikan, AK 99901 FAX: (907) 225 Section 14. Conflict of Interest. The firm may not represent or assist private or public clients in connection with other claims, litigation, or other legal matters where such representation would constitute or appear to constitute a conflict of interest. In particular, the firm shall comply with all relevant provisions of the Alaska Bar Rules and the Alaska Rules of Professional Conduct concerning the prohibition of conflicts of interest among clients. The firm shall not accept any employment and shall not render any professional services to other parties if such action might be inconsistent with the above -referenced standards unless the prior approval of the Assembly has been first obtained. Part 11 General Contract Provisions Section 1. Relationship of Parties. The firm shall perform its obligations hereunder as an independent firm of the Borough. The Borough may administer the contract and monitor the firm's compliance with its obligations hereunder. Section 2. Nondiscrimination. A. The firm will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, age, sex, or marital status, or mental or physical disability. The firm will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, or mental or physical disability. Such action shall include, without limitation, employment, upgrading, demotion, or transfer, recruitment or recruiting advertising, layoff or termination, rales of pay or other forms of compensation, and selection for training including apprenticeship, The firm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. The firm shall state, in all solicitations or advertisements for employees to work on contract jobs, that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, age, sex, or marital status, or mental or physical disability. C. The firm shall comply with any and all reporting requirements that may apply to it which the Kodiak Island Borough may establish. D. The firm shall include the provisions of subsections A through C of this section in every subcontract or purchase order under this contract, so as to be binding upon every such independent counsel or firm of the firm under this contract. Section 3. Permits, Laws and Taxes. The firm shall acquire and maintain in good standing all permits, licenses, and other entitlements necessary to its performance under this contract. All actions taken by the firm under this contract shall comply with all applicable law to include without limitation, statutes, ordinances, rules, and regulations. Section 4. Nonwaiver. The failure of either party at any time to enforce a provision of this contract shall in no way constitute a waiver of the provision, nor in any way effect the validity of this contract or any part hereof, or the right of such party thereafter to enforce each and every provision hereof. Section 5. Amendment. A. This contract may be amended, modified, or changed only in writing as approved by the Borough Assembly and executed by the Manager and an authorized representative of the firm. B. For the purpose of any amendment, modification, or change to the terms and conditions of this contract, the only authorized representatives of the parties are: (1) Kodiak Island Borough Manager (2) Scott Brandt -Erichsen C. Any attempt to amend, modify, or change this contract by either an unauthorized representative or unauthorized means shall be void. Section 6. Jurisdiction; Choice of Law. Any civil action rising from this contract shall be brought in the Superior Court for the Third Judicial District of the State of Alaska, at Kodiak. The laws of the State of Alaska shall govern the rights and obligations of the parties under this contract. Section 7. Severability. Any provision of this contract decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of the contract. Section S. Integration. This instrument and Attachment A hereto embody the entire agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein; and this contract shall supersede all previous communications, representations, or agreements, either oral or written, between the parties hereto. Section 9. Insurance and indemnification. A. The fine shall maintain in good standing the insurance described in Subsection B of this section. Before rendering any services under this contract, the firm shall furnish the Manager with proof of insurance in accordance with Subsection B of this section. B. The firm shall provide the following types of insurance. The Kodiak Island Borough shall be insured as additional insured on all insurance policies except Professional Liability and Worker's Compensation policies. All policies shall have a thirty -day notice of cancellation clause. (1) Workers'Compensation $100,000 Employer's Liability and Workers' Compensation as required by Alaska State Workers' Compensation Statues. (2) Commercial no obile Liability S' ,;'_ Bodily Injury Property Damage, including all owned, hired and non - owned auto obil . $1,000,000 Each Occurrence and Aggregate $1,000,000 (3) Professional Liability Agree to provide lawyer's professional liability insurance for all periods under the contract and provide an extended reporting period endorsement after the end of the contract for three years. Without request by the Borough, the firm shall provide proof of such insurance during the contract period and proof of such endorsement after the end of the contract. The firms' carrier must agree to notify the Borough thirty days before cancellation of insurance or of the extended reporting period endorsement. The insurance shall provide coverage for claims up to a minimum amount of $1,000,000 per claim. C. To the fullest extent permitted by law the firm agrees to defend indemnify and hold harmless the Kodiak Island Borough, its elected and appointed officials, employees, and volunteers against any and all liabilities, claims, demands, lawsuits, or losses including costs and attorney fees, and appellate attorney's fees, incurred in defense thereof arising out of or in any way connected or associated with this contract. Section 10. Inspection and Retention of Records. The firm shall at any time during normal business hours and as often as the Manager or Assembly may deem necessary, make available to the Borough for examination all records with respect to all matters covered by this contract for a period ending three years after the date of the firm is to complete performance in accordance with Section 2 of the Special Provisions. Upon request, and within a reasonable time, the firm shall submit such other information and reports relating to its activities under this contract to the Borough in such a form and at such times as the Borough Assembly may reasonably require. The firm shall permit the Assembly or their designee to audit, examine, and make copies of such records, and to make audits of all research, materials, pleadings, records of personnel, and other data relating to all matters covered by this contract. The Borough may, at its option, permit the firm to submit its records to the Borough in lieu of the retention requirements of this section. Section 11. Availability of Funds. This contract is subject to the availability of funds lawfully appropriated for its performance. IN WITNESS WHEREOF, the parties have executed this contract: KODIAK ISL ND BOROUGH 04'9-0b-ql� . Date: // /< q/1 t IRS Tax No. State of Alaska) rbl,1 lhixd-Judicial District) rlvst Subscribed and swom before me on 5 /2y2Z- Notary Public Commission Expiration BRITTANYM. NORTON Notary Public State of Alaska My Commission Expires May 1, 2022 H. CLAY HECNC Oey kaerroek..r.1W e0m SCOTT A. 9RANDT-CRICHSEN 6 b dl-UMCh M@Manncwrnll cam a EOrrREr 0 CURRALL - 1514Ya0,tl KEENE & CURRALL A PARTUK"SwIP Or PROrCSSIONAL COMPANILO ATTORNCYS AT LAW CURRGLL D111CC OUILOINO 040 WATER STRCCT, SUITE 302 KETCHIKAN, AU5KA 99901 Kodiak Island Borough Manager's Office Re: Legal Services Letter of Interest 710 Mill Bay Road, Room 124 Kodiak, Alaska 99615 August 8, 2018 Dear Ms. Christiansen, AREA CODE I9071 TELEPHONE 225-4131 FACSIMILE 225.0540 RECEIVED AUG 13 2016 KIB MANAGER In response to the Kodiak Island Borough's solicitation of Letters of Interest for general counsel services, the firm of Keene and Currall would like to be considered. Keene and Currall is a partnership of H. Clay Keene and Scott Brandt -Erichsen. Mr. Keene has 42 years' experience practicing law in Alaska and specializes In trial work, commercial law, and business transactions. Scott Brandt -Erichsen has 30 years experience as in-house counsel for Alaska municipalities, most recently completing 23 years as the Ketchikan Borough Attorney. The information responsive to the solicitation is set out below and In the attached documents. 1. qualifications. Service would be provided primarily by Scott Brandt -Erichsen. A summary of Scott's professional qualifications and references Is attached. 2. Rates and costs: The standard rates for services by Keene and Currall are $295 per hour for attorneys Clay Keene and Scott Brandt -Erichsen and $75 per hour for paralegal services. However, services to the Kodiak Island Borough under an ongoing contract can be provided at a reduced rate of 8200 per hour for legal services. Costs would include reimbursement for out of pocket costs for filing fees, transcript fees, delivery and service fees, postage, witness fees and the like. Copying costs at $0.25 per page, or actual outside copying fees, and actual out of pocket travel expenses are treated as a reimbursable. Time spent in travel is not charged separately from time performing legal work. 3. Writing sample: A writing sample for Scott Brandt -Erichsen is attached. 4. References: Keels Paxton, Borough Clerk. Ketchikan Gateway Borough 1900 13' Avenue, Ketchikan, Ak 99901; Phone: 907-226-6604 KEENE & CURRALL Nicholas Spiropolous, Borough Attorney, Matanuska Susitna Borough, 350 Dahlia Ave., Palmer Alaska 99645; Phone 907-861-8677 Amy Mead and Jane Mores, City and Borough of Juneau, 155 S. Seward St., Juneau, Alaska 99801; Phone 907-586-53340. Very truly, KEENE & CURRALL A Partnership of Professional Companies Al" 414 - Scott A.Brandt-Erichsen Qualifications of Scott Brandt -Erichsen Scott Brandt -Erichsen is a lifelong Alaskan with 30 years' experience practicing municipal law. He worked 7 years for the Municipality of Anchorage in both the civil and criminal divisions, and 23 years as the Borough Attorney in Ketchikan. He has served terms as both a Board Member and as Legislative Committee Chair of the Alaska Municipal League. Scott has conducted more than a twenty jury trials and has appeared In 15 cases before the Alaska Supreme Court. He also has substantial experience In administrative hearings and arbitrations. Scott has a long history of community involvement, having started the Indoor soccer league in Ketchikan and coached high school soccer teams for 15 years. He has been the Alaska Youth Soccer Association parent of the year, and in 2009 he was recognized as Youth Volunteer of the year by the Ketchikan Chamber of Commerce. He has been a member of First City Rotary for 23 years, serving 2 terms as President. He has also served on the boards of the Ketchikan Arts and Humanities Council, Ketchikan Youth Soccer League, the Ketchikan Outdoor Recreation and Trails Coalition, Ketchlkan Running Club, Community Connections and Ketchikan Theatre Ballet. Education: 1D Lewis and Clark Northwestern School of Law 1988 BS University of Oregon 1985 Admissions: Alaska Washington US District Court for the District of Alaska The US Court of Appeals for the Ninth Circuit U.S. Supreme Court Practice Areas: Municipal law Municipal district and boundary issues Litigation Constitutional law Administrative law and proceedings Public meetings and Public Records law Real estate and land use Contracts and business transactions Labor and employment law Civil case Appeals Distinctions and awards International Municipal Lawyer's Association Local Government Fellow 1999-2019 Martindale Hubble rated BV Distinguished Attorney 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 Introduced by: Borough Manager Drafted by: Special Projects Introduced on: 11/0712018 Adopted on:11/07/2018 KODIAK ISLAND BOROUGH RESOLUTION NO. FY2019-14 A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH APPOINTING THE KODIAK ISLAND BOROUGH ATTORNEY WHEREAS, KIBC 2.65.020 states that the Assembly shall appoint the borough attorney by resolution; and WHEREAS, after soliciting letter of interests, the Assembly interviewed four attorneys; and WHEREAS, after an executive session on October 12, 2018, the Assembly directed staff to start the negotiation process with Scott Brandt -Erichsen of Keene & Currall; and NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that this resolution herewith names Scott Brant -Erichsen as borough attorney. BE IT FURTHER RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that the borough manager is hereby authorized to execute a contract with Mr. Erichsen. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS SEVENTH DAY OF NOVEMBER, 2018. KODIAK ISLAND BOROUGH KODIAK ISLAND BOROUGH Daniel A. Rohrer, Mayor ATTEST: ATTEST: Nova M. Javier, MMC, Jerk VOTES: Ayes: Kavanaugh, Schroeder, Skinner, Smiley, Symmons, Turner One Vacant Seat Kodiak Island Borough, Alaska Resolution No. FY2019-14 Page 1 of 1