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HomeMy WebLinkAboutFischer & Phillips LLP Summary of Engagement LetterThis is the Summary of Engagement ("Summary") referenced in our accompanying Engagement Letter dated March 7, 2025. We appreciate your confidence in selecting Fisher & Phillips LLP (the "Firm," "us," or"we") to advise and represent the City of Jeffersonville ("City of Jeffersonville," the "Company," or "you") regarding negotiating new Collective Bargaining Agreements for both the police and fire unions. The rules of professional responsibility applicable to lawyers strongly encourage written agreements between lawyers and their clients to avoid misunderstandings that could compromise the representation. This Summary, therefore, sets forth the standard terms of our engagement as your lawyers. Please carefully review this Summary and contact us promptly if you have any questions. Please review and sign this Summary as soon as possible, and email a copy of the signed document to ktally(cr fisherphillips.com. These terms are an integral part of our agreement with you. Unless you give us contrary written notice within 15 calendar days, we shall assume you agree to these terms. You should keep a copy of this Summary in your files. Scope and Duration of Representation The person or entity we represent is the person or entity identified above and in our Engagement Letter. Unless the Firm expressly agrees in writing to do so, our engagement does not include representing any employee, officer, director, board member, agent, or affiliate of that person or entity. Our practice focuses on advising and representing employers and comparable entities in matters arising under the laws governing labor, employment, discrimination, workplace safety (OSHA), immigration, and employee compensation and benefits, and our representation is limited to the matter or matters described in the Engagement Letter (although the scope of that representation may be enlarged by a subsequent engagement letter). We do not provide advice or representation concerning whether any matter is covered by a client's insurance policies and we cannot advise or represent you in connection with such a dispute. We, therefore, urge you to review your insurance policies to determine whether this matter or any other matter for which you might retain us, is covered by an insurance policy. If you believe a policy may cover any such matter, it is your responsibility to notify the insurance company. We do not practice securities law or corporate law, and we do not advise our clients on such matters. Neither do we undertake to determine or advise our clients whether any matter or potential matter is material or must be disclosed for financial-audit purposes. An attorney-client relationship will exist between the Firm and you for the duration of the matter for which we have been engaged, unless that relationship is earlier terminated in writing by either of us. In cases in which we have been engaged to provide general labor and employment advice, the relationship will end twelve months after the last substantive work you ask us to perform. "Substantive work" does not include routine responses to auditors' requests. During the representation, our advice will be consistent with applicable legal principles and interpretations as of the date we provide it. Those principles and interpretations are, however, subject to change and we cannot and do not undertake to advise you of subsequent changes at our own initiative. We will, of course, be happy to respond to future requests to reevaluate our advice in the light of any such developments. Management of Engagement Each client is served by a Responsible Lawyer who has primary responsibility for communication between the Firm and the client. George D. Adams is the Responsible Lawyer for this engagement. The Responsible Lawyer may exercise discretion to delegate your work, or parts of it, to other lawyers or staff. Such delegation may, for example, be for the purpose of SUMMARY OF ENGAGEMENT involving other lawyers who have special expertise or to provide services more quickly or efficiently. The Responsible Lawyer should be someone in whom you have confidence and with whom you enjoy working. You are free to request a change of the Responsible Lawyer by contacting a member of the Firm's Management Committee. Fees and Charges Unless otherwise expressly agreed, our fees for services are based on the hourly rates of the lawyers and legal assistants who devote time to the matter. Our hourly rates currently range from $325 for our most junior associates to $850 for our most senior and specialized partners. My hourly rate currently is $570. To the extent practicable, we have junior attorneys perform the work. Except as otherwise agreed, all matters are billed at hourly rates. We sometimes charge flat-fees, not-to-exceed fees, or other alternative arrangements, but none of those apply to this engagement. Other charges are explained below. If, in the future, you discover you have an insurance policy that may cover this matter or a future matter), please let us know as soon as possible. Such coverage could affect our billing rates, reporting obligations, settlement authority, and even our ability to represent you. In addition to fees for our legal services, we will charge you for travel-and-lodging, express delivery, computer-aided legal research, and other costs we incur in handling your work. Such "non-fee" charges will be set forth separately on our invoices. Please let us know if you have any questions about how we compute any such charges. Some matters involve third-party charges, such as for deposition transcripts, outside printing or copying, legal research, expert witnesses, investigators, or various other costs. Unless otherwise expressly agreed in writing, we do not pay the vendors and then pass the costs on to the client for reimbursement. Rather, we submit such third-party invoices to the client and the client directly pays the vendor. Please promptly pay any such third-party vendors' invoices. We are sometimes asked to estimate the total amount of fees and costs likely to be incurred in connection with a particular matter. When possible, we will furnish an estimate based upon our professional judgment. No such estimate is a maximum or fixed-fee quotation, unless otherwise agreed in an express writing signed by you and a Partner of the Firm. The ultimate cost often is more or less than the estimated amount. Billing Procedures We send our clients invoices via email on a monthly basis or after completing a phase or a flat-fee project. Unless you send us written instructions to do otherwise, we will email our monthly invoices to the person to whom the Engagement Letter is addressed. Our monthly invoices typically reflect fees and charges incurred during the preceding calendar month, although fees or charges from prior months sometimes may not immediately be available and will be billed later. We ask that clients pay our invoices no later than 30 calendar days following receipt. If you ever have questions about an invoice, please do not hesitate to contact your Responsible Lawyer to discuss them. If for any reason you cannot pay an invoice within 30 days, please promptly contact your Responsible Lawyer to discuss this. Clients occasionally overpay an invoice. If this happens, we will apply the overpayment to any outstanding fees and expenses or to our next invoice. We will notify you as to how we have applied the overpayment. If there are no outstanding fees or expenses and no work in process, we will refund the overpayment to you. We may impose interest charges, at 1%% per month, on any invoiced amount that 2 FP 54050612.1 SUMMARY OF ENGAGEMENT remains unpaid more than 30 days after the invoice date. If it becomes necessary for us to resort to legal action to collect our fees or charges, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs in connection with any such action. Payments to Trust Accounts Trust deposits we receive from you, if any, will be placed in a trust account for your benefit. Unless otherwise required by applicable law, if your deposit is not expected to earn a net return (taking into consideration the size and anticipated duration of the deposit and the transaction costs) it will be placed in a pooled account. Interest earned on the pooled account is payable to a charitable foundation, as provided by law. Trust deposits that are expected to earn a net return also will be placed in a pooled account, unless you request (in writing) a segregated account. Interest earned on a segregated trust account will be added to the deposit for your benefit. Client's Responsibilities We cannot represent you effectively and efficiently without your cooperation and assistance. It is essential that you (1) make yourself (including your employees, officers, directors, and others, if needed) available to discuss issues as they arise; (2) attend and participate in meetings, preparation sessions, mediation, court proceedings, and other activities in connection with the representation; (3) provide complete and accurate information and documents to us on a timely basis; and (4) timely pay third-party vendors' invoices. Clients usually have far greater knowledge of the facts and circumstances of a matter than their lawyers could ever have. The same is true regarding the client's business and management practices and procedures. It is critically important that you be entirely forthcoming with us and proactively provide all potentially relevant information (especially information an adverse party could use against you) even if we do not specifically ask for it. Communications It is essential that clients and attorneys communicate effectively with one another to exchange information and discuss developments and potential courses of action. We will keep you informed, and confer with you regarding your options, as matters proceed. By the same token, we ask that you keep us informed of your objectives and wishes. If we request specific information or instructions to carry out our representation of you, it is essential that you respond accurately, completely, and as quickly as possible. It is important we agree from the outset what means and modes of electronic communication you and the Firm will employ in the course of this engagement. Unless you specifically direct us to do otherwise, we will use e-mail and text messaging without any encryption or other special protections. Please notify your Responsible Lawyer if you have any other requests or requirements related to methods of communication or persons to be included or copied on communications relating to the engagement. Attorney-Client Privilege Communications between clients and their attorneys—for the purpose of requesting or providing legal advice—generally are privileged and are not discoverable by third-parties. Court have emphasized, however, how easily a client may inadvertently waive (lose) the attorney-client privilege. Examples include routing attorney correspondence through the client's routine intra-office mail or discussing attorney-client communications with persons outside the attorney-client relationship (essentially anyone who does not have a need to know the information, and especially third-parties). 3 FP 54050612.1 SUMMARY OF ENGAGEMENT Clients often inadvertently waive the attorney-client privilege by copying too many employees on communications (e.g., email) with the attorney. Only members of management, who absolutely have a need to know, should be included in communications with us (whether via telephone, Teams, Zoom, email, text, mail, etc.). Any practical steps you can take to ensure our communications are not disclosed to anyone who does not need to see them will be invaluable in protecting your right to assert the attorney-client privilege. Avoiding Conflicts of Interest If you wish to discuss the possibility of us representing you in connection with a potential dispute you have with a third-party, we request that you not disclose the nature of the dispute or any relevant facts before telling us the third-parry's name and giving us the opportunity to determine whether the representation would create a conflict with another client. For example, "We would like to speak with you about a potential dispute we have with Jane Doe." Failure to do this could prevent us from representing one or both entities. An area in which conflicts sometimes arise involves staffing agencies and Professional Employee Organizations (PEOs). We represent a number of such entities. Before asking us to comment upon any such entity's actions, advice, or services rendered, it is very important that you first disclose to us the entity's name (e.g., "We would like to speak with you about an issue involving our staffing agency, the XYZ company."). Terminating Representation You may terminate our representation at any time, with or without cause, by notifying us. Upon written request, we will return materials you have provided to us, but we will retain our internal files regarding administrative matters pertaining to the engagement. Terminating our services will not affect your responsibility to pay us for legal services rendered and charges incurred, both prior to termination and in connection with orderly transition of the matter(s) including copying any materials you ask us to provide to you or to new/substitute counsel). We, too, may terminate our representation. The rules of professional responsibility for the jurisdictions in which we practice list several types of conduct or circumstances that require or allow us to withdraw from representing a client. These include, for example: nonpayment of fees or costs; use of our services to perform a criminal or fraudulent act; misrepresentation of or failure to disclose material facts; action contrary to our advice; and conflicts-of-interest with another client. In addition, we reserve the right to stop our work for you if you fail to cooperate with us, or if any account is past due and we have been unable to agree on a mutually acceptable plan for payment. We may withdraw from representation under these circumstances, subject to court approval where such approval is required for such withdrawals. If we seek to withdraw, you agree to immediately engage substitute counsel. Document Retention At the conclusion of the engagement, we will return any documents you specifically request. We may keep copies of returned documents in our files. When a matter is closed we typically purge our files for that matter of unnecessary materials and send any retained materials to a storage facility for storage at our expense (or we convert them to electronic media and destroy the "hardcopies"). Client files will be maintained in a manner equally as protective as the manner in which the Firm maintains its own confidential information. We will maintain stored files for ten years. We reserve the right to destroy stored files without further notice to you unless, within ten years following the close of the matter, we receive written instructions from you for a different disposition of your files. You hereby consent to these arrangements. 4 FP 54050612.1 SUMMARY OF ENGAGEMENT Arbitration of Fee Disputes If you disagree with the amount of our fees, please discuss the issue with your Responsible Lawyer or with the Firm's Managing Partner. Such disagreements typically are resolved to both parties' satisfaction, with little inconvenience or formality. If a fee dispute is not readily resolved, you have the right to request arbitration under supervision of the state or district bar associations for the jurisdictions in which we practice, and we agree to participate fully in that process. Errors and Omissions Insurance The rules of professional responsibility applicable to attorneys in some states require law firms to advise clients whether the firm has errors and omissions insurance coverage. Fisher & Phillips does, of course, have all required errors and omissions insurance coverage. Miscellaneous Matters We frequently publish Insights regarding time-sensitive labor and employment law issues of importance to clients. These are posted on our website (www.fisherphillips.com) and are emailed to clients who wish to receive them. Given the generalized nature of these publications, we cannot undertake to address in them every pertinent legal development which may be important to a particular client and the materials do not constitute legal advice. We occasionally present legal seminars on a wide variety of labor and employment law topics. These seminars are provided as a service to our clients, and you will be invited to them as they are scheduled. ACCEPTED FOR CITY OF JEFFERSONVILLE BY: 03/27/2025 Evan Stoner Date Council President Jeffersonville City Council 5 FP 54050612.1