HomeMy WebLinkAboutEngagment for Legal Representation Canal DistrictKENTUCKY • OHIO • INDIANA • TENNESSEE • WEST VIRGINIA
Timothy J. Hagerty
(502) 568-0268
THAGERTY(C~ FBTLAW. COM
March 26, 2010
The Honorable Thomas R. Galligan
City of Jeffersonville
500 Quartermaster Court
Jeffersonville, Indiana 47130
Re: Engagement for Legal Representation
Canal District Structure and Financing
Dear Mayor Galligan:
We are pleased that you have asked Frost Brown Todd to serve as your counsel in this
matter. This letter follows up on the preliminary proposal I provided to you on March 2, 2010,
and will confirm our discussion with you regarding your engagement of our firm and the basis
upon which our firm will provide legal services to you. Accordingly, we submit for your
approval the following provisions governing our engagement. If you are in agreement, please
sign the enclosed copy of this letter in the space provided below. If you have any questions
about these provisions, do not hesitate to call. Again, we are pleased to have the opportunity to
serve you.
Client; Scone of Representation. Our client in this matter will be the City of
Jeffersonville, Indiana (the "City"). We will be engaged to advise the City in connection with
the legal structure and financing of the proposed Jeffersonville Canal District, as well as related
governmental approvals that may be required. You may limit or expand the scope of our
representation from time to time, provided that any substantial expansion must be agreed to by
us. In any event, we will not engage in any work or incur any expenses without your prior
authorization.
Fees. Our fees are based primarily upon the time expended by our attorneys and
paralegals on the engagement, including attorney and paralegal travel time which is charged at
regular hourly rates. Attorneys and paralegals have been assigned hourly rates based upon their
experience and level of expertise. The primary attorneys working on this matter and their
400 West Market Street, 32nd Floor Louisville, Kentucky 40202-3363 (502) 589-5400 • (502) 581-1087 fax www.trostbrowntodd.com
The Honorable Thomas R. Galligan
March 26, 2010
Page 3
Enclosures
The foregoing is understood and accepted:
City of Jeffersonville
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VI. Withdrawal. Under the rules of professional conduct by which we are governed, we may
withdraw from our representation of the Client in the event of, for example: nonpayment of our
fees and expenses; misrepresentation or failure to disclose material facts concerning the
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FROST BROWN TODD LLC
ADDITIONAL TERMS AND CONDITIONS OF CLIENT ENGAGEMENTS
I. Expenses. Expenses we incur on the engagement are charged to the Client's account.
Expenses include such items as court costs, charges for computerized research services and hard
copy document reproductions, long distance telephone, travel expenses, messenger service
charges, overnight mail or delivery charges, extraordinary administrative support, filing fees,
fees of court reporters and charges for depositions, fees for expert witnesses and other expenses
we incur on your behalf. Our charges for these services reflect our actual out-of-pocket costs
based on usage, and in some areas may also include our related administrative expenses.
II. Monthly Statements. Unless a different billing period is agreed upon with the Client, the
Finn will render monthly statements indicating the current status of the account as to both fees
and expenses. The statements shall be payable upon receipt. If statements are not paid in full
within 30 days, we reserve the right to add a late charge of 1 % per month of the amount due. If
it becomes necessary for the Firm to file suit or to engage a collection agency for the collection
of fees or expenses, the. Client shall pay all related costs and expenses, including reasonable
attorneys' fees.
III. Advance Payments. Any advance payment to be paid by the Client will normally be less
than the Firm's ultimate fees and expenses. Such a payment or series of payments is not
intended as a limitation upon the Firm's fees and expenses. The Firm may apply the advance
payment toward any unpaid fees and expenses, in which event the Client shall make an
additional deposit to restore the advance payment to its original level. Additional advance
payments must be made within fifteen days of the date the request is made. Any unexpended
balance of advance payments will be refunded to the Client, without interest, at the end of this
engagement.
IV. Litigation Matters. If this engagement involves litigation, the Client may be required to
pay the opposing party's trial costs. Such costs include filing fees, witness fees, and fees for
depositions and documents used at trial. We will not settle litigated matters without the Client's
express consent. We require the Client's active participation in all phases of the case.
V. Termination. The Client has the right to terminate our representation at any time by
notifying us of your intention to do so in writing. We will have the same right, subject to an
obligation to give the Client reasonable notice to arrange alternative representation. In the event
that either party should elect to terminate our relationship, our fees and expenses incurred up to
that point still will be due to us. Upon payment to us of any balance due for fees and expenses,
we will return to the Client, or to whomever the Client directs, any property or papers of the
Client in our possession. We will retain our files pertaining to any matters on which we have
been engaged to represent the Client.
VI. Withdrawal. Under the rules of professional conduct by which we are governed, we may
withdraw from our representation of the Client in the event of, for example: nonpayment of our
fees and expenses; misrepresentation or failure to disclose material facts concerning the
engagement; action taken by the Client contrary to our advice; and in situations involving a
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conflict of interest with another client. If such a situation occurs, which we do not expect, we
will promptly give the Client written notice of our intention to withdraw.
VII. Post-Engagement Services. The Client is engaging our Firm to provide legal services in
connection with a specific matter. After completion of that matter, changes may occur in the
applicable laws or regulations that could have an impact on the Client's future rights and
liabilities. Unless the Client engages us after completion of the matter to provide additional
advice on issues arising from the matter, the Firm has no continuing obligation to advise the
Client with respect to future legal developments.
VIII. Parent/Subsidiary/Affiliate Relationships. The Client may be a subsidiary of a parent
organization or may itself have subsidiary or affiliated organizations. The Client agrees that the
Firm's representation of the Client in this matter does not give rise to an attorney-client
relationship between the Finn and any parent, subsidiary or affiliate of the Client (any of them
being referred to as "Affiliate"). The Finn, during the course of its representation of the Client,
will not be given any confidential information regarding any of the Client's Affiliates.
Accordingly, representation of the Client in this matter will not give rise to any conflict of
interest in the event other clients of the Firm are adverse to any of the Client's Affiliates.
IX. Authorization. By the Client's agreement to these terms of our representation, the Client
authorizes us to take any and all action we deem advisable on the Client's behalf on this matter.
We will, whenever possible, discuss with the Client in advance any significant actions we intend
to take.
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