HomeMy WebLinkAbout12- Crowley Fleck Engagement Letter (Agreement) re: Employee Benefits CROWLEY FLECK ,,
ATTORNEYS
Mark A. Sletto
P. O. Box 759
Kalispell, MT 59903-0759
406-752-6644
msletto @crowleyfleck.com
February 23, 2012
SENT VIA E-Mail
(CKukulski@bozeman.net)
City of Bozeman
Attn: Chris Kukulski,
City Manager
P.O. Box 1230
Bozeman, MT 59771
Re: Revised Engagement Letter: Employee Benefits
Dear Mr. Kukulski:
As discussed with Kristy Buckley, this is a revised engagement letter to cover additional
employee benefit legal services and adjust our rates. This letter will confirm the fee agreement
between the City of Bozeman ("Client(s)/you/your/City"), and Crowley Fleck PLLP
("Attorneys/we/us") and the scope of the Attorneys' representation with respect to the above-
entitled matter. Experience has shown that our relationship will be stronger if we start it with a
mutual understanding about fees and their payment.
By agreeing to the terms stated in this letter, Client has retained Attorneys to advise it regarding
employee benefits, with specific advice related to design and operations for compliance with the
Internal Revenue Code (IRC), including related Treasury Regulations, regulations by the
Department of Labor, and other federal and state laws, as applicable, including:
I. Consultation regarding a cafeteria plan;
2. Consultation regarding a housing stipend fringe benefit;
3. Consultation regarding health insurance premium treatment;
4. Consultation regarding a sick leave incentive program;
5. Consultation regarding any tax-qualified retirement plans (e.g. Section 403(b) Plan); and,
6. Consultation regarding any non-qualified retirement plans (e.g. Section 457 Plan).
Since we are not your general counsel, our acceptance of this engagement does not involve an
undertaking to represent you or your interests in any other matter. You may limit or expand the
B I L L I N G 5 B I S M A R C K B O Z E M A N H E L E N A K A L 1 5 P E L L M 1 5 5 0 U L A W I L L I S T O N
C R O W L E Y F L E C K C O M
City of Bozeman
Engagement Letter
February 23, 2012
Page 2 of 4
scope of our representation from time to time, provided that we must agree to any substantial
expansion in writing. After completion of the matter, changes may occur in the applicable laws
and regulations that could have an impact upon your future rights and liabilities. Unless you
engage us after completion of the matter to provide additional advice on issues arising from the
matter, Attorneys have no continuing obligation to advise you with respect to future legal
developments.
Attorneys agree to use their best professional efforts to prepare and pursue the matter to ultimate
conclusion. Our fees will be based primarily on the amount of time spent by lawyers and legal
assistants. We may, however, adjust the charge downward or upward based on other factors
such as the novelty or complexity of the issues and problems encountered, the results achieved,
the efficiency of our work, the customary fees for similar legal services, and other factors which
will enable us to arrive at a fair fee. For the attorneys who are primarily responsible for your
matter, we have agreed to provide you with a 20% discount from our standard rates, but not
lower than a rate of $185. The lawyers and other legal assistants who will be primarily
responsible for this matter are listed below with their corresponding hourly rates:
Standard Your Discounted
Rates
MWOMMIL-
Mark A. Sletto MAS Attorney $315 $252
Sarah A. Loble SAL Attorney $280 $224
Kristy Buckley KLB Attorney $225 $185
Diane R. Lukin DRL Attorney $185 $185
If other Attorneys associated with the firm work on this matter, you will be billed at their hourly
rates. Our hourly rates range from $385.00 for our most experienced partners to $100.00 for our
least experienced legal assistants. The hourly rates mentioned above may increase periodically,
generally at the beginning of a calendar year. Attorneys will make every effort to insure that
time is not duplicated and that only necessary time is spent on the file.
In addition to the time of the Attorneys listed above, Client will be charged for out of pocket
expenses such as mileage, long distance telephone charges, fax charges, photocopying costs,
delivery charges, computer research charges and similar charges. All such costs, expenses and
disbursements, including filing fees, travel fees, fees of service, fees for expert consultants, and
expenses of administrative proceedings, among others, shall be paid by Client. It is generally not
the firm's policy to advance substantial cost items in excess of$250.00. Substantial cost items in
excess of that amount may be forwarded directly to Client for prompt payment. We will provide
you with monthly statements listing the fees and costs incurred during that billing cycle.
Payment is due on receipt of the statement. Interest at the rate of twelve percent (12%) per
annum will be charged on any account balance that remains unpaid after thirty (30) days
following the date the statement is mailed to you. If any statement remains unpaid for more than
City of Bozeman
Engagement Letter
February 23, 2412
Page 4 of 4
interest disclosed herein and to consent to the firm's representation of the City in connection
with employee benefits.
Both the City and the Adverse Clients understand and acknowledge that the firm will represent
the City to the best of its ability. The City and the Adverse Clients understand and acknowledge
that the firm will maintain all confidences of its respective clients, and none of the parties have
any expectation that the firm will share confidential information received from one client with
the other client, no matter how pertinent that information may be. By signing in the places
indicated below and returning the duplicate of this letter, the City, by and through its authorized
representative, formally consents to this firm's representation of the Adverse Clients, and
formally waives all rights to assert a conflict of interest or any claims arising from that conflict
of interest in the firm's representation of the Adverse Clients with regard to other matters.
Please call me if you have any questions about our arrangement. I look forward to working with
you. If this agreement is satisfactory to you, please sign and return the original of this letter and
retain a copy for your files.
If you ever have any questions or concerns, please feel free to contact me at any time.
Sincerely yours,
CROW LEY FLECK PLLP
.A"i /� Zrv�--D
Mark A. Sletto
K.LB/wma
Enclosure
I acknowledge and agree to the foregoing terms and scope of representation by Crowley Fleck
PLLP described in this letter. i
Dated this -{ day ofO.C'C�1 , 2012.
Chris Kukulski
City Manager
City of Bozeman
City of Bozeman
Engagement Letter
February 23,2012
Page 3 of 4
ninety (90) days, we may, consistent with our ethical obligations and judicial requirements,
suspend performing services for you until arrangements satisfactory to us have been made for
payment of outstanding statements and the payment of future fees and expenses.
Client has the right to terminate its relationship with Attorneys at any time by notifying us in
writing of your intention to do so. Attorneys may withdraw as your counsel for any just reason,
including non-payment of fees or costs, by notifying you in writing. if Attorneys withdraw as
counsel or if Client elects to terminate our services, Attorneys will take reasonable steps to
protect your rights until you are able to seek other counsel. Termination of our services will not
affect Client's responsibility for payment of outstanding statements and accrued fees and costs
incurred before termination or incurred thereafter in connection with an orderly transition of the
matter.
Nothing contained herein shall be construed as a promise or guarantee about the outcome of the
matter or the fees and costs that may be incurred. Attorneys make no such promises or
guarantees, and any lawyer's comments about the outcome of this case are purely expressions of
opinion.
Special Consent to Existing and Future Conflicts
Our firm represents a large number of diverse clients some of whom may from time to time have
reason to be adverse to the City on matters unrelated to our representation of the City. Such
matters may include, without limitation, commercial transactions, zoning disputes, property
rights, regulatory compliance, or other litigation or transactional matters.
As a condition of our agreement to represent the City in this matter, the City agrees that our
representation of the City in this matter will not disqualify our firm from opposing the City in
such other matters that are unrelated to the subject matter of this representation, and the City
consents to and waives any conflict of interest with respect to those other representations in
which our clients are or may become adverse to the City. We agree, however, not to use any
proprietary or other confidential information of a nonpublic nature concerning the City that is
acquired by us as a result of our representation of the City to the City's material disadvantage in
connection with any litigation or other matter in which we are opposed to the City.
Since our firm currently represents a number of clients who are adverse to the City with respect
to certain unrelated matters ("Adverse Clients"), we are able to engage in this representation of
the City only if both the City and our the Adverse Clients consent to our representation of the
City and if all parties waive any conflict of interest that may be presented. Our firm has not and
will not be representing other clients in connection with the City of Bozeman employee benefits.
After considering all relevant factors, the firm reasonably believes that it can engage in the
representation of the City with respect to the employee benefits without limiting its
representation and without adversely effecting its ongoing representation of Adverse Clients in
any existing matters. The firm further believes that its client relationships with the City and
Adverse Clients will not be adversely affected by this engagement. The City and the Adverse
Clients have agreed with these conclusions and have further agreed to waive the conflict of