Ryan Rapp Underwood and Pacheco agreement
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3200 N. Central Avenue, Suite 2250 Phoenix, Arizona 85012 Telephone (602) 280-1000 Facsimile (602) 265-1495 David L. Niederdeppe dniederdeppe@rrulaw.com Cynthia K. Kelley ckelley@rrulaw.com April 7, 2020 Sent via email: kbarber@elmirageaz.gov Katrina Barber, Board Secretary El Mirage PSPRS Local Boards 10000 n. El Mirage Road El Mirage, AZ 85335 Re: Engagement and Retainer Agreement Dear Board Members: Thank you for the selection of Ryan Rapp Underwood & Pacheco, P.L.C., to represent the El Mirage PSPRS Local Police and Fire Boards (“the Boards”). We recognize that the Police and Fire Boards have a choice of legal counsel, and appreciate the confidence you have in our firm. This letter is to confirm our understanding of the representation that Ryan Rapp Underwood & Pacheco has undertaken on the Boards’ behalf, its scope and the terms of our engagement. In addition, under our professional rules of ethics, we have an obligation to inform the Boards of the firm’s billing practices. Experience has shown that a letter such as this is useful both to the client and to the firm to express our respective expectations and undertakings. We ask that you and the Boards representatives carefully review this letter. It is intended to be a formal Retainer and Engagement Agreement. If it meets with the Boards’ approval and understanding of our respective responsibilities and duties, please sign where indicated and return it to us. Your signature on this Agreement will confirm the Boards’ consent to the terms contained herein. SCOPE OF REPRESENTATION We understand that Ryan Rapp Underwood & Pacheco, P.L.C., has been retained to represent the Boards and their constituent members in connection with their duties and responsibilities under the Arizona Public Safety Personnel Retirement System. The primary attorneys engaged in this representation will be David Niederdeppe and Cynthia Kelley. The attorneys will, as requested, attend meetings relating to the Boards, review materials El Mirage PSPRS Local Board April 7, 2020 Page 2 prior to the meetings and, if necessary, monitor compliance with open meeting law for those meetings attended. The attorneys will, upon referral of a lawsuit or other legal matter by the Boards, provide any necessary legal representation to the Boards and any of its officers, employees, or agents as directed by the Boards. The attorneys agree to perform all necessary legal services, including but not limited to investigation, legal research, preparation of legal memoranda, pleadings and briefs and making appearances before administrative tribunals and courts, in representing the Boards. The Boards and its representatives, as our client, agree to cooperate with, and to timely provide assistance and requested documentation and information to us so that we may handle these legal matters on its behalf. FEES AND COSTS AND RETAINER All matters undertaken by the firm require that the client agree to terms of payment prior to the commencement of representation. In consideration of our services in connection with this representation, the Boards agree to pay Ryan Rapp Underwood & Pacheco according to the terms set forth in this Agreement. Any litigation necessitated by this representation is, by its very nature, time consuming, uncertain and often expensive. While the firm will work diligently on the Boards’ behalf, no predictions can be made as to the outcome of any particular matter. We normally send billings on a periodic basis, usually monthly. The periodic bills are to be paid upon presentation, and the amounts thereof are applied to the total fee. If the bills are not promptly paid, we reserve the right to withdraw from representation. The normal fee arrangement of the firm is the "reasonable fee" arrangement which is based upon the criteria for reasonableness specified in the Rules of Professional Conduct. The factors set forth in the rules include the time required for tasks performed; the difficulty, novelty or complexity of the problem presented; the skill required to perform the services properly; the time constraints imposed by the clients or the nature of the matter; the amount involved and the results obtained for the clients; and the experience, reputation and ability of the lawyer or lawyers performing the service. We have established a normal hourly billing rate for each attorney and legal assistant, which is adjusted from time to time. Attorneys David Niederdeppe and Cynthia Kelley will be the primary attorneys in this matter and their hourly billing rate for this representation is $275.00. If necessary, other attorneys may be involved in the matter and if that occurs, his/her hourly billing rate will be disclosed to you prior to that attorney commencing work on your cases. In addition to attorneys, there may be legal assistants involved in the matter. The firm's legal assistants are typically billed at rates between $75 and $150 per hour. In most circumstances, the total fee billed to the clients will be calculated primarily on the basis of the hourly rates and the amount of time expended for all attorneys and legal assistants involved in the matter. Such hourly totals, however, may be adjusted at the end of any particular case (and occasionally on an interim basis) to take account of the various factors described above. For some cases, the fee arrangement may be a fixed hourly, fixed project, flat, or such other El Mirage PSPRS Local Board April 7, 2020 Page 3 arrangement as is set forth in writing between the clients and the primary attorney performing the work. In certain instances, modified or hybrid fee calculations may be appropriate as well. For example, in instances where the result achieved is particularly beneficial or advantageous to the clients when viewed against the amount(s) at stake or in controversy, the efforts expended and other like factors, the application of a “value billing” methodology above and beyond the base or customary hourly billing agreement may be appropriate. Of course, any such hybrid or value billing arrangement will be utilized only after prior consultation with, and concurrence of, the clients. In addition to fees for legal services, the firm may incur various costs and expenses in performing legal services under this Agreement. These expenses will be itemized in our billing statements. Costs and expenses include, without limitation, filing fees, messenger and process services, special mailing expenses, express mail services, copying charges and other reproduction costs charged by an outside agency or vendor, expert fees, Westlaw research, long distance telephone calls, travel expenses and court reporter charges. We may send larger copying jobs to an outside copying service and charge the Board for such service. We may ask that the Board pay court reporters' fees, outside copying charges and other large charges directly to the provider of the service. To aid in the representation, our firm and the Board may agree that hiring expert witnesses, appraisers, accountants, consultants or investigators is necessary. Our firm will select such outside experts or entities, after consultation with the Board. The Board authorizes us to retain and the Board agrees to pay the fees or charges of these persons or entities hired by us, either directly to the outside person or entity, or to the firm, as appropriate. In the event that the Boards are involved in litigation, it may be possible to seek an award of the Boards’ attorneys' fees and costs from the opposing party. We will pursue such an award if appropriate, but we cannot and will not look to such an award as a source of payment for amounts owed to the firm under this Agreement. The Boards are responsible for paying the fees and costs as set forth in this Agreement. If attorneys' fees and costs are awarded, we will reimburse the Boards for the amount of the award, or apply the award to fees and costs that are still being accrued or owing. We ask and expect payment of our billings on a current basis because delayed payments add to our overall costs of providing services to all of our clients. To avoid burdening our clients who do pay promptly with these additional overhead costs, we reserve the right to charge interest on any balance which is not paid by the end of the month following the month in which the firm's billing statement is dated. Unless otherwise agreed, payment of each monthly billing statement is due upon receipt. CORRESPONDENCE, PLEADINGS AND DOCUMENTS As a matter of course, the firm will forward to the Boards copies of key correspondence, El Mirage PSPRS Local Board April 7, 2020 Page 4 and any court pleadings and documents generated or received by us concerning the legal matter being handled. This is an inexpensive and routine way to keep our clients advised of important developments and the status of the matter as it progresses. The Boards should review the documents sent to them and contact us with any questions or comments about them. All communications to the Boards are directed to the addresses provided to us. Because communications between the Boards and the firm are critical, we must be kept informed of any changes in address, telephone number, and e-mail as appropriate. RETENTION OF FILES AND FILE DESTRUCTION Given the number of client matters the firm handles, the indefinite retention of each client's file is impractical. Therefore, once any particular matter is completed, the file will be marked "closed" by the firm. The Boards have a right to obtain a copy of the files at any time, but given the firm's routine practice of copying clients with correspondence, pleadings and documents, the firm will only copy those documents the Boards have not already been sent. Original documents will be returned to the Boards upon the closing of the file. If the Boards need another copy of the file after receiving copies from the firm, we will charge for the cost to re-copy the file. By executing this Agreement, you give the firm the Boards’ permission to destroy any files once they have remained closed, with no material activity, for a period of seven years. CONFLICT OF INTEREST The firm has conducted an internal conflict of interest check based upon the names of the persons and/or entities provided to us by you. No conflict of interest has appeared from this internal conflict check. The Board agrees to continue to provide any additional information to the firm regarding the names and identities of any other person or entity involved, or which may become involved, in any matters for which we provide representation. TERMINATION OF REPRESENTATION AND CONCLUSION OF MATTERS Once the representation of the Boards in the matters described in this Agreement concludes, the firm will have no continuing obligation to represent the Boards in any matter beyond the scope of representation as described herein unless an agreement for continued representation is reached. The Boards have the right to terminate the firm's representation with or without cause. However, should the Boards determine to terminate our services, it must notify us in writing of the termination. Termination of our services does not negate any fees or costs owed to the firm in the representation. The firm reserves the right to withdraw as set forth herein if our fees are not paid on a timely basis. The firm also reserves the right to withdraw for any reason permitted or required El Mirage PSPRS Local Board April 7, 2020 Page 5 under the Code of Professional Responsibility. In the event the firm determines to terminate the representation, the Board will be notified in writing as to the termination, and agree to execute an approval of a Motion to Withdraw or Substitution of Counsel, if applicable. In that event, the firm will cooperate in transitioning the matter to another attorney as appropriate. After the Boards’ representatives have had an opportunity to review this Agreement, please sign it where indicated and return it to me for our file. The firm's attorneys will generally not proceed to work for a client beyond the initial consultation and initial research until a signed Agreement is received from the Boards. In the event that legal services have been performed and costs expended on the Boards’ behalf, it is obligated to the firm for the value of such services and costs. We recognize that this Agreement has a formal tone, but we believe that a complete understanding of our business relationship helps to assure a mutually beneficial attorney-client relationship. We appreciate this opportunity to be of assistance and look forward to working with the Boards. Very truly yours, RYAN RAPP UNDERWOOD & PACHECO, P.L.C. David L. Niederdeppe Cynthia K. Kelley I have read and understand the foregoing terms set forth in the Ryan Rapp Underwood & Pacheco, P.L.C. Engagement and Retainer Agreement, and approve and agree to them as of the date that Ryan Rapp Underwood & Pacheco, P.L.C., first provided services to the BoardsLocal Board Chairperson By:________________________________________ Date:_________________________ Printed Name:______________________________ Its:________________________________________