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HomeMy WebLinkAboutGILLENWATER 2018 2018 CONTRACT FOR LEGAL SERVICES WHEREAS the City of Jeffersonville, Indiana Sewer Board (hereinafter the"Board), is empowered to obtain legal services to assist the Board in various advisory and legal matters that may arise from time to time, and as of January 1, 2018 has appointed Michael A. Gillenwater (hereinafter the"Attorney")pursuant to serve in that capacity; WHEREAS the Board and the City of Jeffersonville Wastewater Department (the "Department'), Board members and others have historically been named as parties in administrative and litigation matters that have been filed in either state or federal courts, or agencies of government, and these representatives and entities are in need of legal representation for these purposes; WHEREAS Attorney has agreed with the Board upon the terms of a Contract to provide legal services, from his private law offices, which would require the Board to pay a certain compensation to Attorney and which would require Attorney to assume responsibility for various legal, administrative, supply, and other overhead expenses that are typically incurred in the provision of legal services; WHEREAS it is in the public interest that the Board utilize Attorney's experience and expertise to allocate legal services available to it, at the present time, in a manner that best meets the administrative needs of the Board and the Department, as well as meeting the Board's legal needs in the several litigation cases, administrative claims, tort claims and other legal demands made upon the Board,the Board departments and other Board officeholders; WHEREAS the Board is responsible to perform the functions of the Executive in the Board government, in order to properly operate and administer Board government, in its administrative, executive, and policy-making functions and in order to administer the Board Utilities and other municipal organs as required by law. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE BOARD AND ATTORNEY AGREE AS FOLLOWS: 1. BASIC CONTRACT SERVICES. The Board agrees to retain Michael A. Gillenwater as the City of Jeffersonville, Indiana Sewer Board Attorney, retroactively and in the future until replaced or succeeded, to perform legal services, described below. Attorney shall perform the following contract services by providing legal service and advice, including,but not limited to: a. Preparation for and attendance (as may be required) at regular and special meetings of the Board; b. Preparation of documents as directed by the Board; c. Provision of legal advice and service for employees of the Board for matters relating to legal issues affecting the Department; d. Provision of legal advice and consultation time, with responsible officials, relating to the operation and staff of the Department, as requested; e. Provision of legal advice for statutory functions of all offices described in this Contract; f. Performance of document review relating for the Board or the Department; Page I of 4 g. Generation and issuance of reasonable and necessary correspondence and/or documents; h. Provision of legal advice and reasonable consultation; i. Provision of legal advice for attendance at meetings concerning interlocal cooperation matters, with representatives of other municipal entities; j. Provision of time and services to represent the Board's interests and obligations in relation to any wastewater management issues; k. Initial time and document review for grants and contracts sought to be signed by the Board, from any source, provided that Attorney is not required, himself, to prepare documents for these purposes. To the extent such matters require additional Attorney time, service or redrafting, counter proposal, etc., Attorney shall bill such additional services as outlined below; 1. Review of contracts, letters and documents as requested by the Board, Department officials, appointees,employees or agents by Attorney, as directed by the Board; m. Provision of legal advice and reasonable amounts of time to clerical staff for administrative purposes relative to the administration and management of the Board government unit; n. Provision of time and service in relation to insurance contracts and contract renewals; o. Traveling to and from all places when performing functions described in this Contract (in addition to a per-mile travel expense or reimbursement at the rate approved by the U.S. Internal Revenue Service); s. Attending seminars,gatherings and conferences germane to the Department's needs; and t. Any and all other assignments, permitted by law, as directed by the Board, on behalf of the Board or the Department. 2. REGULAR SERVICES PAYMENT. Total compensation for Attorney providing up to twelve (12) hours per month of Basic Legal Services, shall be Eighteen Hundred Seventy-Five Dollars($1,875.00). 3. OTHER SERVICES AND SPECIFIC ASSIGNMENTS. The parties agree that if services require more than (12) hours per month for basic services that Attorney shall bill at the rate of One Hundred Fifty-Five Dollars($155.00)per hour,payable on a monthly basis,or as billed. 4. LITIGATION. For all litigation matters, described more particularly below, Attorney will bill separately at the rate of One Hundred Eighty Dollars($180.00)per hour. a. Provision of supervision and oversight (distinguished from actual representation in any case) of all pending or on-going litigation or administrative claims against the Board, the Board(in his capacity as Board's attorney), or any Department employee or appointee. This responsibility is for the purpose of oversight of other Attorneys retained by the Board for legal cases outlined herein or for such cases as may be assigned by the Board or by Attorney to other Attorneys-at-law. The Board hereby vests Attorney with full oversight authority and 2018 Contract for Legal Services—page 2 of 4 control for the management of all litigation and administrative proceedings threatened, filed or pending against the Board or any Board officeholder or appointee of the Board; b. Provision of legal advice and services in the nature of assuming responsibility for and/or supervising and overseeing the legal strategy and litigation or negotiation position of the Board, the Board or any Board officeholder, Department, Utility, Appointee, representatives or administrative bodies or organs or other for whom the Board may provide a legal defense and/or responsibility for payment of judgment, if any, when such claims are presented for consideration; 5. REIMBURSABLE EXPENSES. Notwithstanding the above expenses to be borne by Attorney pursuant to paragraphs 3 or 4, Attorney shall be entitled to reimbursement from the Board, upon a claim being duly presented and filed, for any other expenses incurred, including but not limited to the following: a. Mileage and travel expenses at the rate approved by the U.S. Internal Revenue Service; b. Provision of postage or postage expense; c. Reimbursement for other out-of-pocket expenditures; d. Memberships in specialized law associations or sections of professional associations; e. Registration and lodging costs for attendance at seminars and conferences germane to the Department's law needs. f. Payments to experts, other professionals or other contractors as required preparing for or performing responsibilities described in this Contract. 6. CLERICAL, PARALEGAL, AND OTHER PROFESSIONAL EXPENSES. Attorney may, from time to time, utilize support staff and other attorneys to assist in providing services to Board, as a means of saving the Board expense. Attorney shall be entitled to bill for Legal Secretary Expenses in the amount of Thirty-Five Dollars ($35.00) per hour; paralegal duties at Sixty-Five Dollars($65.00)per hour; and. For other attorneys, as agreed upon. 7. BOARD IS NOT EXCLUSIVE CLIENT. The parties agree that this Contract shall not prevent Attorney from operating an independent private practice of law. Board further agrees that the terms of this Contract apply to, and describe, a part-time legal services position, agreed to by the Board, Board and Attorney. The Board accepts Attorney's offer to utilize Attorney's private office space currently located at 411 Watt Street,Jeffersonville, IN 47130 as the primary office space for the Board's legal functions and operations; 8. SPECIAL SERVICES CONTRACTS. Notwithstanding any other provision of this Contract, Attorney and the Board agree that the Board may, from time to time, approve such other hourly or lump sum compensation as the Board and Attorney deem appropriate and equitable for particular projects, cases, services or other matters assigned to the Attorney in the furtherance of the Board's business. All services in relation to long-term financing or construction projects are expressly excluded from this Contract and the terms and compensation for such work shall be separately agreed upon, if same occurs,between the Board and Attorney. 9. The Board, by its Board, and Attorney agree that either of them may terminate the attorney/client relationship upon a minimum of thirty (30) days written notice to the other. However, in the event that Attorney is discharged prior to the end of the calendar year, both parties agree that 2018 Contract for Legal Services—page 3 of 4 • Attorney shall be paid liquidated damages in an amount equal to thirty(30)days' pay. 10. Board and Attorney acknowledge that because of Attorney's tenure and experience in the practice of law that it is likely that upon occasion Attorney may be prohibited from representing the interests of the Board against former clients, relatives, associates and others because of ethical concerns. In those cases, the Board may or will be required to secure legal advice and counsel from another attorney, at the Board's expense. Attorney agrees that he will not knowingly accept cases where such a conflict of interests is likely to occur. 11. The Board, Board and Attorney expressly agree,to the extent Attorney has been or may be named as a defendant or respondent in any litigation, disciplinary or administrative matter pertaining to his present or future services to the Board under this Contract, or any contract or agreement, that the Board shall provide the legal defense, at any hearing, trial or appellate level, and pay all Attorney fees, costs, judgments and orders, if any, that may become due as a result of Attorney being so named in any litigation or administrative matter for any reason, valid or not, as a result of his being a party to any present or future contract or agreement with the Board or as a result of his present or future performance of any legal or other services, advice or function for and on behalf of the Board or Board,or any person or entity related thereto during any years pursuant to this Contract or any past or future contract with the Board or Board. The Board agrees to indemnify and hold Attorney harmless from any claim, expense, cost, Attorney fee expense, liability judgment or order of payment arising from his present or future service to the Board or Board, under all prior and future contracts with the Board and pursuant to this Contract. This obligation of the Board shall continue beyond the term of this Contract and shall be binding upon the Board, its successors and assigns. 12. In addition to all promises for indemnification and all other obligations incurred by the Board pursuant to this contract, the Board agrees that should Attorney ever be required to be present for or participate in any litigation, disciplinary, administrative or other matter as a defendant, respondent,witness or other participant,relating to advice or services provided to the Board or any of its departments, personnel, appointees, office holders, utilities or other associates, that Attorney will be compensated for all time spent at his then current hourly rate for private clients. This contract entered and executed in duplicate on this day of January 2018 by: CITY OF JEF ER • VILLE, DIANA MICHAEL A. GILLENWATER SEWER BO•I' I Board Attorney 1 10 ri ` 4 1 Watt Street Jeffersonville, IN 47130 CSI aS"CC 2018 Contract for Legal Services—page 4 of 4