FY2026-39 Professional Services Agreement for Legal Services with Landye Bennett Blumstein LLP�J�d Id o
Approved b y gmbb- 0
PROFESSIONAL SERVICES AGREEMENT %Jp. �y QDa2� "10
Between the
Kodiak Island Borough
And Landye Bennett Blumstein LLP
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into this ZA:1� day of N01 , 2025, by and between the Kodiak Island Borough
(hereinafter BOROUGH) and Landye Bennett Blumstein LLP (hereinafter ATTORNEY)
(each a "Party" collectively the "Parties").
RECITALS
A. The BOROUGH and ATTORNEY recognize that under Kodiak Island Borough Code
2.65.010 the Assembly may retain legal counsel to act on the BOROUGH's behalf; and
B. The Assembly desires to retain ATTORNEY as the duly appointed legal counsel to provide
legal services to the BOROUGH; and
C. The BOROUGH and ATTORNEY desire to provide for certain compensation and
requirements related to the Professional Services Agreement ("Agreement") between
ATTORNEY by the BOROUGH; and
D. ATTORNEY represents that the attorneys responsible for the BOROUGH's legal work are
and will be licensed to practice law in Alaska.
NOW, THEREFORE, for and in consideration of the terms, covenants, conditions, and
provisions contained herein, and/or attached and incorporated herein and made a part hereof, the
Parties hereto agree as follows:
Section 1: Agreement to Perform. The BOROUGH agrees to contract with the
ATTORNEY, and the ATTORNEY agrees to perform the duties of the Borough Attorney of the
BOROUGH as listed in the Borough Attorney duties included in Exhibit A attached hereto and
incorporated by reference, and to comply with the terms specified in the accepted proposal
included as Exhibit B attached hereto and incorporated herein by this reference. The ATTORNEY
shall be an independent contractor providing general counsel legal services.
Section 2: Outside work. As an independent contractor, ATTORNEY will engage in
separate legal work for other clients. ATTORNEY is not an employee, partner, agent, or joint
venturer of the BOROUGH. ATTORNEY shall comply with all applicable ethical restrictions
related to conflicts of interest and shall not use BOROUGH property in the performance of non -
BOROUGH work. Additional provisions related to conflicts of interest are included in Exhibit C
attached hereto and incorporated herein by reference.
Borough Attorney — Professional Services Agreement
Page 1 of 5
Section 3: Term of the Contract. This Agreement shall be for a term of three (3) years
commencing on December 1, 2025, and continuing throughout the term, until December 31, 2028
(the "Term"), unless either Party terminates this Agreement consistent with Section 8 below
before the end of the Term. Thereafter, the contract may be renewed for up to three (3) additional
one-year extensions (the "Extension Term(s)") upon mutual agreement of the Parties.
Section 4: Compensation. The BOROUGH agrees to pay ATTORNEY for services
rendered on a monthly basis as invoiced at the hourly rates and expense reimbursements described
in Exhibit B (ATTORNEY's submitted price proposal). At the conclusion of the Term, should the
Parties elect to renew the contract for an Extension Term, the Parties may adjust the rates
contained in Exhibit B by mutual agreement. Invoices shall itemize hourly work identifying the
work performed and for which department, and the time to the nearest one tenth (1/10th) of an
hour, fees charged, and itemized costs for which reimbursement is sought. Upon approved billing,
payment will be remitted within 30 days. The Parties intend that the compensation shall be paid
on the basis that ATTORNEY is an independent contractor.
Section 5: Facilities, equipment and contracted services.
(a) ATTORNEY shall provide all supplies, equipment, and facilities as needed to
provide the services and responsibilities set forth in Exhibit A without additional
compensation except as provided in Exhibit B.
(b) Should ATTORNEY recommend that the BOROUGH utilize contracted legal
services or support services for performing some or all of the BOROUGH's legal service
needs, any contracts for, and all payments for, such services must be approved by the
BOROUGH Manager in addition to any approvals which might otherwise be required
under the Kodiak Island Borough Code.
Section 6: Contract Administration and Access to Personnel. The Manager shall be the
contract administrator. The Manager shall secure the cooperation of the BOROUGH personnel
necessary to facilitate the ATTORNEY's performance under this Agreement.
Section 7: Professional Liability Insurance. ATTORNEY shall maintain professional
liability insurance in an amount of not less than $1 million as described in the August 8, 2025
Request for General Counsel Legal Services
Section 8: Termination. This Agreement may be terminated as follows:
(a) By mutual consent of the Parties at any time.
(b) By the Assembly for convenience of the BOROUGH, with or without prior notice.
Borough Attomey — Professional Services Agreement
Page 2 of 5
(c) For cause by either Party where the other Party fails in any material way to perform
its obligations under the Agreement. 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 therefor, and the other
Party fails to cure the default within 15 days after receiving the notice.
(d) Voluntary Termination. ATTORNEY may voluntarily resign at any time upon at
least 30 days' notice.
Section 9: Duties on Termination. If the services are terminated, ATTORNEY will be
paid as provided in Section 4 for work performed prior to termination, and all finished and
unfinished documents, work product, and materials prepared by ATTORNEY remain the property
of the BOROUGH. Upon termination, ATTORNEY shall not be entitled to any compensation
beyond that provided in Section 4, and the Manager may withhold final payment until all files and
work in progress have been provided to the Manager or the Manger's designee.
Section 10: Miscellaneous.
(a) TerminoloU. Whenever herein the singular number is used, the same shall include
the plural, and the masculine gender shall include the feminine and neutral gender.
(b) Paragraph Headings. The headings of the several sections and subsections contained
herein are for convenience only and do not define, limit or construe the contents of
such sections and subsections.
(c) Successors and Assigns. Except as otherwise provided herein, the covenants,
agreements and obligations herein contained shall extend to bind and inure to the
benefit not only of the Parties hereto but their respective personal representatives,
heirs, Successors and assigns.
(d) Assi uneUAless otherwise allowed by the Manager or directed by the Assembly,
any assignment of interest in this Agreement or delegation of duties under this
contract shall be void. Any attempt to assign this contract shall give the BOROUGH
the right -to terminate this contract immediately.
(e) Severability. In the event any provision of this agreement is adjudicated or held to
be invalid or unenforceable, the remaining provisions shall remain in full force and
effect.
Borough Attorney — Professional Services Agreement
Page 3 of 5
(f) Disputes. Any dispute regarding this Agreement shall be brought in the Superior
Court for the state of Alaska sitting in Kodiak, and Alaska law shall apply to any
such disputes.
(g) Amendments. This Agreement may be amended only by a writing signed by both
Parties. Any attempt to modify this Agreement by an unauthorized method or
unauthorized person shall be void.
(h) Engagement Letter Terms. The Parties agree to the supplemental contract terms
included in ATTORNEY's Engagement Letter at Exhibit C attached hereto and
incorporated by reference.
WREREFORE the Parties have entered into this Agreement the date and year first written
at Kodiak, Alaska.
Dated:
Leslie Need, Partner
Landye Bennett Blumstein LLP,
Borough Attorney
Dated: 24 Noy/ 25
Aimee Williams, Manager
Kodiak Island Borough
ATTES l I b I br
Nova M. Javier, MMC, Jerk
Kodiak Island Borough
Borough Attorney — Professional Services Agreement
Page 4 of 5
EXHIBIT A
BOROUGH ATTORNEY DUTIES
The Borough Attorney shall act as the 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 other functions as may be designated;
2. To draft opinion letters regarding, among other subjects, the interpretation of the Borough
Code, 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;
6. To represent the Borough in all civil and criminal proceedings affecting the Borough;
however, the Borough Assembly may hire independent counsel when in its judgment
independent counsel is needed.; and
7. To perform other such duties as may be prescribed for the Borough Attorney by
ordinance or by direction of the Assembly and/or Manager.
Borough Attorney — Professional Services Agreement
Page 5 of 5
�1 LANDYE BENNETT
BLUMSTEIN LLP
Price Proposal for General Counsel Legal Services
a. Hourly rates:
Attorney
Classification
Rate
Leslie Need
Partner
$275
Matthew Mead
Partner
$275
Joseph Levesque
Of -counsel
$260
River Sterne
Associate
$210
Jackson Morawski
Associate
$210
Dezi Robb
Associate
$225
$175
B.J. Carlson
Paralegal
Other Partners
$275
Other Associates
$210
b. Travel costs: We are sensitive to travel costs and work with our clients to develop a
plan that accommodates budgetary needs while ensuring we provide comprehensive and
effective counsel. LBB will not bill for travel time, unless time spent is working on matters for
the Borough. LBB will make use of its mileage plan and will commit to five (5) flights per year
at no cost to the Borough for airfare. LBB does not charge clients for per diem.
C. Other costs: LBB bills any necessary third -party costs at actual cost; however, LBB will
not charge the Borough for any postage, phone calls, copying charges, or legal research fees.
LAN DYE B E N N ETT Leslie R. Need
BLUMSTEIN LLP Ieslien@IbbIawyers.com
December i, 2025
Aimee Williams
Borough Manager
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
awilliams@kodiakak.us
Sent via email
Re: Engagement Letter and Amendment to Professional Services Agreement -
Borough Attorney
Dear Ms. Williams:
Landye Bennett Blumstein LLP ("LBB") is honored to be selected by the Kodiak Island
Borough (the "Borough") to serve as the Borough's legal counsel. We agree to represent the
Borough under the terms and conditions set forth in the Professional Services Agreement
("Agreement") dated December i, 202-5 and as amended by the terms and conditions set forth
in this letter. By returning a signed copy of this letter, the Borough agrees to the following
terms.
Supplement to Section z, Outside work: LBB represents clients in a variety of legal
matters, including within the jurisdictional boundaries of the Borough. LBB and the Borough
agree that LBB will run conflicts checks on all Borough matters and will notify the Borough if
a conflict is present or if a potential conflict arises.
As relates to the Borough's current and ongoing litigation, LBB will not substitute as
counsel of record or provide legal advice for the following lawsuits: (i) the Kodiak Area Native
Association v. Kodiak Island Borough case currently pending before the Alaska Supreme Court
(S18884; 3KO-21-00057Cl); (i) the Alutiiq Heritage Foundation case currently pending in
Superior Court (3KO-25-ooi84Cl); and (3) Corinne Ferre v. Kodiak Island Borough (3KO-24-
00203Cl). For the Kodiak Area Native Association and Alutiiq Foundation matters, due to
potential conflicts, LBB will be walled off from all non-public communications related to these
lawsuits.
Supplement to Section io, Miscellaneous: Typically, we communicate with our clients by
email to provide timely and responsive service. The Alaska Bar Association requires us to
advise you that the confidentiality of unencrypted email is not assured. If you prefer not to
use email, please let us know your communication preference.
701 West 8th Avenue, Suite 1100, Anchorage, AK 995oi 1 907-276-5152 1 LBBLawyers.com
Kodiak Island Borough
December 1, 2025
Page 2
To indicate the Borough's agreement with these terms and conditions, please sign this
letter where indicated below and return a signed copy to me. Thank you for the opportunity
to be of service.
Sincerely,
LANE BEN
slie R. Ne d
CLIENT SIGNATURE
EIN LLP
I agree to the above-described terms and conditions of representation by Landye
Bennett Blumstein LLP.
Dated: 2--1 ^J O 4 , 2025.
(4, W"
BY: A•i wtee_ v --Ji
Kodiak Island Borough
ATTEST:
Nova M. Javier, M
Borough Clerk
DATE: Nov • al,
701 West 8th Avenue, Suite 1100, Anchorage, AK 99501 1907-276-5152 1 LBBLawyers.com
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
KODIAK ISLAND BOROUGH
RESOLUTION NO. FY2026-10
A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH APPOINTING
THE BOROUGH ATTORNEY
WHEREAS, the contract with Scott Brandt -Erichsen for the provision of legal services expires
November 30, 2025; and
WHEREAS, KIBC 2.65.020 states that the Assembly shall appoint the borough attorney; and
WHEREAS, after issuing a Request for Proposals for General Counsel Legal Services and
reviewing the submitted proposals, the Assembly interviewed attorneys representing Jermain
Dunnegan & Owens, P.C. and Landye Bennett Blumstein LLP; and
WHEREAS, after an executive session on November 6, 2025, the Assembly directed staff to
enter into the negotiation process with Leslie Need of Landye Bennett Blumstein LLP.
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH that this resolution herewith names Leslie Need of Landye Bennett Blumstein LLP as
the lead borough attorney.
BE IT FURTHER RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that
the Borough Manager is hereby authorized to execute the attached contract, Exhibit A, with Ms.
Need.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS TWENTIETH DAY OF NOVEMBER, 2025
KODIAK ISLAND BOROUGH
ed Griffin,%Yku
ATTEST:
Nova M. Javier, MMC, Bor gh Clerk
VOTES:
Ayes: Roberts, Smiley, Whiteside, Woods, Ames, and Gardner
Absent: Johnson
Resolution No. FY2026-10
Page 1 of 1