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HomeMy WebLinkAbout13667 RESOLUTION NO. 13667 A RESOLUTION ENGAGING FISHER & PHILLIPS, LLP, TO PROVIDE LEGAL SERVICES RELATING TO NEGOTIATIONS AND, IF NECESSARY, BINDING INTEREST ARBITRATION WITH THE INTERNATIONAL BROTHERHOOD OF POLICE OFFICERS LOCAL 537 AND INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS LOCAL 3 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Legal Services Agreements between Fisher & Phillips, LLP, and the City of Pueblo, copies of which are attached hereto, having been approved as to form by the City Attorney, are hereby approved. The City Attorney is authorized to execute the engagement letters on behalf of the City. SECTION 2. Funds for services to be performed and costs expended in such representation shall be paid from the Police Department’s professional services budget. SECTION 3. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached Legal Services Agreements to effectuate purposes of same. SECTION 4. This Resolution shall become effective immediately upon final passage. INTRODUCED April 24, 2017 BY: Robert Schilling City Clerk’s Office Item # M-7 Background Paper for Proposed Resolution COUNCIL MEETING DATE: April 24, 2017 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Daniel C. Kogovsek, City Attorney, Law Department SUBJECT: A RESOLUTION ENGAGING FISHER & PHILLIPS, LLP, TO PROVIDE LEGAL SERVICES RELATING TO NEGOTIATIONS AND, IF NECESSARY, BINDING INTEREST ARBITRATION WITH THE INTERNATIONAL BROTHERHOOD OF POLICE OFFICERS LOCAL 537 AND INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS LOCAL 3 SUMMARY: Attached is a proposed Resolution authorizing the City to engage Fisher & Phillips, LLP, to provide legal services relating to negotiations of a successor contract to the 2016 contract and, if necessary, binding interest arbitration with the International Brotherhood of Police Officers Local 537 (“Police Union”) and International Association of Fire Fighters Local 3 (“Fire Union”). PREVIOUS COUNCIL ACTION: Since 2011, the City has engaged Fisher & Phillips, LLP to represent its interests in negotiations and arbitrations of successor labor agreements with the Police Union and Fire Union. BACKGROUND: Pursuant to Section 8-14, City Charter, the City is required to meet and confer and, if necessary, submit to binding interest arbitration all unresolved issues in negotiating any successor contracts with the Police Union and Fire Union. It would be in the best interest of the City for the purpose of such negotiations, and if necessary, arbitration to engage the services of legal counsel who specialize in such representation. FINANCIAL IMPLICATIONS: Funds for services to be performed and costs expended in such representation shall be paid from the Police Department’s professional services budget. BOARD/COMMISSION RECOMMENDATION: Not applicable. STAKEHOLDER PROCESS: Not applicable. ALTERNATIVES: The City could engage a different firm to provide these services or perform same internally. Fisher & Phillips, LLP, however, has significant experience in this area, has provided these services in a professional and cost efficient manner in the past. RECOMMENDATION: Approve the engagement. Attachments: Legal services agreement Fisher Denver 1801 California Phillips Suite 2700 Denver,CO 80202 (303)218-3650 Tel (303)218-3651 Fax Writer's Direct Dial: fisherphillips.com (303)218-3660 Writer's E-mail: March 31,2017 tfredrickson@fisherphillips.com Via Email: r/aRRer(a?pueblo.us Mr. Bob Jagger Assistant City Attorney City of Pueblo Law Department 503 N. Main St., Suite 203 Pueblo, CO 81003 • Re: Representation of City of Pueblo—2017 Police Negotiations Dear Bob: Thank you for selecting Fisher & Phillips LLP to assist you with the 2017 Police Negotiations,and if necessary,any interest arbitration arising out of those negotiations. This letter is intended to discuss the terms of our representation based upon your decision to retain us to represent the City of Pueblo. I. Nature and Scope of Representation The scope of our representation will be to represent the City of Pueblo (hereafter"you"), and to provide you with legal advice and counsel in connection with 2017 Police Negotiations. II. Billing Procedures Bills for our services will be sent to you at the above address or via email unless you tell us otherwise. Fees for services are based upon a variety of factors including, for example, time and effort involved as well as the experience of those doing the work.I will be the primary attorney assisting you with this matter. My current hourly rate is$480.00,less the 20%discount previously agreed upon for an effective rate, for this representation, of $384.00. If their expertise or assistance is needed, other lawyers in my office or firm may assist from time to time. Their fees will be charged at their normal hourly rates, less the above discount. Background information on our firm and each of our attorneys is available on our web site at www.fisherphillips.com. Our hourly rates range from$635.00 for our most experienced attorneys to$265.00 for our most junior attorneys. Depending on experience,the rates of law clerks, legal assistants and paralegals range Atlanta•Baltimore•Boston•Charlotte•Chicago•Cleveland•Columbia•Columbus•Dallas•Denver•Fort Lauderdale•Gulfport•Houston Irvine•Kansas City•Las Vegas•Los Angeles•Louisville•Memphis•New Jersey•New Orleans•Orlando•Philadelphia Phoenix•Portland•San Antonio•San Diego•San Francisco•Seattle•Tampa•Washington,DC FPDOCS 32750738.1 Mr. Bob Jagger March 31, 2017 Page 2 from $135.00 to $310.00. Note that these same rates would apply should the above negotiations lead to interest arbitration. In addition to legal fees, we also charge for photocopying, postage, express delivery, computer-aided legal research, and similar items connected with our handling of your work. Ordinarily,these amounts will be set forth separately on your billing statement. Please let us know should you have any questions about the way in which we compute non-fee charges. Depending on the nature and scope of the representation, on some occasions, there might be third-party charges for matters such as outside printing or copying if necessary in light of the representation. Our policy is to submit invoices from third-party vendors to you for direct payment. Other charges are explained in the accompanying Appendix,which sets forth in greater detail the terms on which we will represent you. Please review the Appendix carefully. III. Retainer In light of our previous agreement, we will not require an advance against fees or other charges,but we do require payment upon presentation of our invoices. IV. Conflicts We have commenced a check for possible conflicts of interest and have not located any items which we believe would raise a potential conflict of interest. If you are aware of any facts that may implicate a conflict of interest,please contact me immediately. V. Communication It is of course essential that clients and attorneys communicate effectively with one another to exchange information and to discuss developments and possible courses of action. Naturally, we will keep you informed of developments as they occur and will consult with you as to the appropriate steps to take. By the same token,we ask that you keep us informed of your objectives and wishes and that, if we ask for specific information or for instructions necessary to our adequately carrying out our representation,you will respond accurately,completely,and as quickly as possible. Communications between clients and attorneys are generally privileged and are not discoverable by third parties. That privilege may be lost, however, if you disclose the contents of otherwise privileged communications with your counsel, or if you fail to take reasonable steps to protect the confidentiality of our communications. Accordingly, you should refrain from disclosing to third parties the contents of any of the communications you have with us. This includes refraining from verbal disclosures as well as not permitting others to view copies of our written correspondence. If we communicate by email, you should never forward our emails to anyone else. In addition, you should never communicate with us from a public computer such as a library or hotel business center computer. These are not likely to be secure and confidential. Failing to take reasonable steps to safeguard our communications could lead to a finding that you FPDOCS 32750738.1 Mr. Bob Jagger March 31, 2017 Page 3 have waived your right to confidentiality. As a result, you should only communicate with us on your personal phones or computers. These and any other practical steps you can take to ensure that our attorney/client communications are not disclosed to third parties will be invaluable in protecting your right to claim full protections of the attorney/client privilege. VI. Conclusion We appreciate the confidence you have shown by selecting us as your counsel in this matter, and we look forward to working with you Please call me if you have any questions about our arrangement. Sincere , Todd Fredrickson For FISHER&PHILLIPS LLP I have read and understood the foregoing, and I accept the terms and conditions as set forth herein on behalf of City of Pueblo. City of Pueblo tt/n • D e B e• ,agger Title: AC/4 FPDOCS 32750738.1 APPENDIX SUMMARY OF ENGAGEMENT We appreciate your confidence in selecting Fisher & Phillips LLP to represent you in connection with the matter described in the accompanying letter. The rules of professional responsibility applicable to lawyers strongly encourage written agreements between lawyers and their clients to ensure that there are no misunderstandings that could compromise the representation. For that reason, this sets forth the standard terms of our engagement as your lawyers. Unless modified in writing by mutual agreement, these terms will be an integral part of our agreement with you. Therefore,we ask that you review this statement carefully and contact us promptly if you have any questions. We shall assume that the terms are acceptable to you unless you respond,in writing,to the contrary within 30 days.We suggest that you retain this statement in your file. Scope and Duration of Representation It is our policy that the person or entity that we represent is the person or entity that is identified in our engagement letter. Unless the Firm agrees in writing to do so, our engagement does not include any employees,affiliates, or members 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, immigration and benefits, and our representation is limited to the matter or matters described in the accompanying letter (although the scope of that representation might be enlarged by a supplemental engagement letter). We do not provide advice or representation concerning whether any matters are covered by a client's insurance policies,and, in the event of a dispute over coverage,we cannot advise or represent you in connection with such a dispute. We therefore urge you to review your policies to determine whether any matter for which you might retain us is covered by such a policy; if you believe that the policy might cover any such matter, it will be 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 particular matter or potential matter is material or must be disclosed for financial-audit purposes. An attorney/client relationship will exist between us 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. The term"substantive work"does not include routine responses to auditors' requests. During the representation, our advice will of course be consistent with applicable legal principles and interpretations as of the date we provide it. However, those principles and interpretations are subject to change, and we cannot undertake to advise you of later changes at FPDOCS 32751010.1 our own initiative. We will be pleased to respond to future requests that we reevaluate our advice in 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. 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 request to the Managing Partner of the office where the responsible lawyer is located or to a member of the Firm's Management Committee. The responsible lawyer may delegate your work, or parts of it, to other lawyers or staff. This delegation may be for the purpose of involving other lawyers who have special expertise or to provide services on the most efficient and timely basis. Fees and Charges We are sometimes requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible,we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed-fee quotation unless otherwise agreed in writing signed by you and us. The ultimate cost frequently is more or less than the estimated amount. We normally review our fees annually and adjust them at that time. In addition to the fees for legal services described in the accompanying letter, we will charge you for long-distance telephone calls, travel-and-lodging, photocopying, express delivery, facsimile transmissions, computer-aided legal research, and similar items connected with our handling your work. Ordinarily,these amounts will be set forth separately on your billing statement. Please let us know should you have any questions about the way in which we compute non-fee charges. On some occasions, there might be third-party charges, such as for deposition transcripts, outside printing or copying, expert witnesses, or any one of a variety of other things. Our policy is to submit all invoices from third-party vendors to you for direct payment, and we request that you pay these invoices immediately. We do not charge for secretarial overtime,and we do not bill for time spent in travel unless (i) we are working while we travel; or (ii) the travel occurs during our normal 8:30 a.m.-to-6:00 p.m. workday. We make our best effort to travel outside our normal workday. Billing Procedures Our practice is to send bills on a monthly basis. Our statements generally cover fees and charges for the prior calendar month, although sometimes fees or charges might not be immediately available for one reason or another and will therefore be billed later. We ask that our statements be paid upon presentation to you. If you ever have questions about an invoice, please do not hesitate to contact us promptly to discuss them. If for any reason a statement cannot be paid upon presentation,please call us promptly so that we can discuss this. FPDOCS 32751010.1 Occasionally clients may make an overpayment on a bill. If this happens,unless you tell us otherwise, we will apply the overpayment to any outstanding fees and expenses or to the next bill, with notice to you as to how we have applied the overpayment. It there are no outstanding fees or expenses and no work in process,we will refund the overpayment to you. We do reserve the right to impose interest charges at 11/2%per month in connection with any balance that remains unpaid more than 30 days after the statement date. Also,if it ever should be necessary for us to resort to legal action to collect our fees and expenses, it is agreed that the prevailing party shall recover its reasonable attorney's fees and costs in connection with any such action. Payments to Trust Accounts All trust deposits we receive from you will be placed in a trust account for your benefit.As required by law, your deposit will be placed in a pooled account if it is not expected to earn a net return,taking into consideration the size and anticipated duration of the deposit and the transaction costs,with the interest earned on the pooled account payable to a charitable foundation as provided by law. Trust deposits that are expected to earn a net return will also be placed into the pooled account, unless you request a segregated account. Interest earned on the segregated trust account will be added to the deposit for your benefit. Client Responsibilities You understand and agree that, in order for us to represent you effectively, it is necessary for you to assist and cooperate with the Firm. You agree to (1) make yourselves (including your employees if applicable) available to discuss issues as they arise in this matter; (2).attend and participate in meetings, preparation sessions,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) make timely payment to any experts or vendors retained in connection with our services. Communications It is of course essential that clients and attorneys communicate effectively with one another to exchange information and to discuss developments and possible courses of action. Naturally, we will keep you informed of developments as they occur and will consult with you as to the appropriate steps to take. By the same token,we ask that you keep us informed of your objectives and wishes and that, if we ask for specific information or for instructions necessary to our adequately carrying out our representation,you will respond accurately,completely,and as quickly as possible. As you know, communications between clients and attorneys are generally privileged and are not discoverable by third parties. However, court decisions have emphasized how easily that privilege can be lost, such as where attorney correspondence is routed through a client's routine intra-office mail, or where attorney/client communications are discussed with persons outside the FPDOCS 32751010.1 attorney/client relationship. Any practical steps you can take to ensure that our attorney/client communications are not disclosed to third parties will be important in protecting your right to claim that privilege. It is also important that we agree from the outset what kind of communications technology we will employ in the course of this engagement. Unless you specifically direct us to the contrary, we agree that it is appropriate for us to use fax machines and e-mail in the course of the engagement without any encryption or other special protections. In that regard,please specify an e-mail address which you would like us to use to communicate with you. Please also notify the Firm if you have any other requests or requirements in connection with the methods of telecommunication, or persons to be included or copied in the circulation of documents relating to the engagement. Avoidance of Conflicts In the event you have a potential dispute with a third party, and you wish to discuss with us the possibility of us representing you in connection with that potential dispute, we request that you do not disclose the nature of that dispute or any relevant facts until you have provided us with the name of the potential adverse party and afforded us the opportunity to determine whether the representation would create a conflict with another client. Similarly, because we represent a number of staffing agencies or Professional Employer Organizations (PEOs), it is important that, before you ask us to comment upon such an entity's actions taken, advice given, or services otherwise rendered, you first disclose to us the name of that organization or agency. Termination of Representation You may terminate our representation at any time, with or without cause, by notifying us. If you do, papers and property which you have provided to us will be returned to you promptly upon receipt of payment for outstanding fees and costs. Our internal files regarding administrative matters pertaining to the case will be retained. Termination of our services will not affect your responsibility for payment of legal services rendered and additional charges incurred both before termination and in connection with an orderly transition of the matter, including the copying of any files that you request that we provide to you or to substitute counsel. 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. You agree that we may withdraw from the representation under these circumstances, subject to court approval where such approval is required for such withdrawals. In the event we seek to withdraw,you agree to engage new counsel immediately. FPDOCS 32751010.1 • Document Retention At the conclusion of the Representation, we return to the client any documents that are specifically requested to be returned. As to any documents so returned,we might elect to keep a copy of the documents in our files. At the close of any matter,we generally purge our files in that matter of unnecessary materials and send the retained materials to a storage facility for storage at our expense. We will maintain the files in storage for a period of ten years. After that time, we reserve the right to destroy the documents in the stored files without further notice to you. You hereby consent to such destruction of your documents in our files, unless we receive from you, within ten years after the close of the matter,written instructions for a different disposition of your documents. Your Right to Arbitrate Fee Disputes If you disagree with the amount of our fee, please take up the question with your principal lawyer contact or with the Firm's Managing Partner. Typically, such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. In the event of a fee dispute which 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 that law firms advise clients whether the firms have errors-and-omissions insurance coverage. Fisher &Phillips of course does have such coverage. Miscellaneous Matters We publish a bi-monthly Labor Letter and other, more-narrowly-focused newsletters in which we cover topical matters relating to employment laws and labor relations. In addition,when circumstances warrant, we publish a Labor Alert to let our clients know about particularly time- sensitive issues of importance. These publications are intended to keep our clients advised about matters which we think will be of interest to them. Of course, due to the generalized nature of these publications, we cannot undertake to address in them every pertinent legal development which might be important to a particular client, and the materials published therein do not constitute legal advice. We also present seminars periodically. In these seminars, we discuss a broad spectrum of relevant labor- and employment-law issues. These seminars are provided as a service to our clients, and you will be invited to them as they are scheduled. FPDOCS 32751010.1 I have read and understood the foregoing,and I accept the terms and conditions as set forth herein on behalf of City of Pueblo. City of Pueblo 11� 17 By: Da o •_ger Title: t,/-/(° • FPDOCS 32751010.1 Fisher Denver 1801 California Phillips Suite 2700 Denver,CO 80202 (303)218-3650 Tel (303)218-3651 Fax Writer's Direct Dial: fisherphillips.com (303)218-3660 Writer's E-mail: March 31, 2017 tfredrickson@fisherphillips.com Via Email: riagjer(aijpueblo.us Mr. Bob Jagger Assistant City Attorney City of Pueblo Law Department 503 N. Main St., Suite 203 Pueblo, CO 81003 • Re: Representation of City of Pueblo—2017 Fire Negotiations Dear Bob: Thank you for selecting Fisher & Phillips LLP to assist you with the 2017 Fire Negotiations,and if necessary,any interest arbitration arising out of those negotiations. This letter is intended to discuss the terms of our representation based upon your decision to retain us to represent the City of Pueblo. I. Nature and Scope of Representation The scope of our representation will be to represent the City of Pueblo (hereafter "you"), and to provide you with legal advice and counsel in connection with 2017 Fire Negotiations. II. Billing Procedures Bills for our services will be sent to you at the above address or via email unless you tell us otherwise. Fees for services are based upon a variety of factors including, for example, time and effort involved as well as the experience of those doing the work. I will be the primary attorney assisting you with this matter. My current hourly rate is$480.00,less the 20%discount previously agreed upon for an effective rate, for this representation, of $384.00. If their expertise or assistance is needed, other lawyers in my office or firm may assist from time to time. Their fees will be charged at their normal hourly rates, less the above discount. Background information on our firm and each of our attorneys is available on our web site at www.fisherphillips.com. Our hourly rates range from$635.00 for our most experienced attorneys to$265.00 for our most junior attorneys. Depending on experience, the rates of law clerks, legal assistants and paralegals range Atlanta•Baltimore•Boston•Charlotte•Chicago•Cleveland•Columbia•Columbus•Dallas•Denver•Fort Lauderdale•Gulfport•Houston Irvine•Kansas City•Las Vegas•Los Angeles•Louisville•Memphis•New Jersey•New Orleans•Orlando•Philadelphia Phoenix•Portland•San Antonio•San Diego.San Francisco•Seattle•Tampa•Washington,DC FPDOCS 32750749.1 Mr. Bob Jagger March 31, 2017 Page 2 from $135.00 to $310.00. Note that these same rates would apply should the above negotiations lead to interest arbitration. In addition to legal fees, we also charge for photocopying, postage, express delivery, computer-aided legal research, and similar items connected with our handling of your work. Ordinarily,these amounts will be-set forth separately on your billing statement. Please let us know should you have any questions about the way in which we compute non-fee charges. Depending on the nature and scope of the representation, on some occasions, there might be third-party charges for matters such as outside printing or copying if necessary in light of the representation. Our policy is to submit invoices from third-party vendors to you for direct payment. Other charges are explained in the accompanying Appendix,which sets forth in greater detail the terms on which we will represent you. Please review the Appendix carefully. III. Retainer In light of our previous agreement, we will not require an advance against fees or other charges,but we do require payment upon presentation of our invoices. IV. Conflicts We have commenced a check for possible conflicts of interest and have not located any items which we believe would raise a potential conflict of interest. If you are aware of any facts that may implicate a conflict of interest,please contact me immediately. V. Communication It is of course essential that clients and attorneys communicate effectively with one another to exchange information and to discuss developments and possible courses of action. Naturally, we will keep you informed of developments as they occur and will consult with you as to the appropriate steps to take. By the same token,we ask that you keep us informed of your objectives and wishes and that, if we ask for specific information or for instructions necessary to our adequately carrying out our representation,you will respond accurately,completely,and as quickly as possible. Communications between clients and attorneys are generally privileged and are not discoverable by third parties. That privilege may be lost,however, if you disclose the contents of otherwise privileged communications with your counsel, or if you fail to take reasonable steps to protect the confidentiality of our communications. Accordingly, you should refrain from disclosing to third parties the contents of any of the communications you have with us. This includes refraining from verbal disclosures as well as not permitting others to view copies of our written correspondence. If we communicate by email, you should never forward our emails to anyone else. In addition, you should never communicate with us from a public computer such as a library or hotel business center computer. These are not likely to be secure and confidential. Failing to take reasonable steps to safeguard our communications could lead to a finding that you FPDOCS 32750749.1 Mr. Bob Jagger March 31, 2017 Page 3 have waived your right to confidentiality. As a result, you should only communicate with us on your personal phones or computers. These and any other practical steps you can take to ensure that our attorney/client communications are not disclosed to third parties will be invaluable in protecting your right to claim full protections of the attorney/client privilege. VI. Conclusion We appreciate the confidence you have shown by selecting us as your counsel in this matter, and we look forward to working with you Please call me if you have any questions about our arrangement. Sincere Todd Fredrickson For FISHER&PHILLIPS LLP I have read and understood the foregoing,and I accept the terms and conditions as set forth herein on behalf of City of Pueblo. City of Pueblo • 7 /l7 By: D to Bo gger Title: ocied FPDOCS 32750749.1 APPENDIX SUMMARY OF ENGAGEMENT We appreciate your confidence in selecting Fisher & Phillips LLP to represent you in connection with the matter described in the accompanying letter. The rules of professional responsibility applicable to lawyers strongly encourage written agreements between lawyers and their clients to ensure that there are no misunderstandings that could compromise the representation. For that reason, this sets forth the standard terms of our engagement as your lawyers. Unless modified in writing by mutual agreement, these terms will be an integral part of our agreement with you. Therefore,we ask that you review this statement carefully and contact us promptly if you have any questions. We shall assume that the terms are acceptable to you unless you respond, in writing, to the contrary within 30 days. We suggest that you retain this statement in your file. Scope and Duration of Representation It is our policy that the person or entity that we represent is the person or entity that is identified in our engagement letter. Unless the Firm agrees in writing to do so, our engagement does not include any employees, affiliates,or members of that person or entity. Our practice focuses on advising_and r presenting_employers and comparable entities in matters arising under the laws governing labor, employment, immigration and benefits, and our representation is limited to the matter or matters described in the accompanying letter (although the scope of that representation might be enlarged by a supplemental engagement letter). We do not provide advice or representation concerning whether any matters are covered by a client's insurance policies, and,in the event of a dispute over coverage,we cannot advise or represent you in connection with such a dispute. We therefore urge you to review your policies to determine whether any matter for which you might retain us is covered by such a policy; if you believe that the policy might cover any such matter, it will be 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 particular matter or potential matter is material or must be disclosed for financial-audit purposes. An attorney/client relationship will exist between us 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. The term"substantive work" does not include routine responses to auditors' requests. During the representation, our advice will of course be consistent with applicable legal principles and interpretations as of the date we provide it. However, those principles and interpretations are subject to change, and we cannot undertake to advise you of later changes at FPDOCS 32751012.1 our own initiative. We will be pleased to respond to future requests that we reevaluate our advice in 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. 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 request to the Managing Partner of the office where the responsible lawyer is located or to a member of the Firm's Management Committee. The responsible lawyer may delegate your work, or parts of it, to other lawyers or staff. This delegation may be for the purpose of involving other lawyers who have special expertise or to provide services on the most efficient and timely basis. Fees and Charges We are sometimes requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible,we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed-fee quotation unless otherwise agreed in writing signed by you and us. The ultimate cost frequently is more or less than the estimated amount. We normally review our fees annually and adjust them at that time. In addition to the fees for legal services described in the accompanying letter, we will charge you for long-distance telephone calls, travel-and-lodging, photocopying, express delivery, facsimile transmissions, computer-aided legal research, and similar items connected with our handling your work. Ordinarily,these amounts will be set forth separately on your billing statement. Please let us know should you have any questions about the way in which we compute non-fee charges. On some occasions, there might be third-party charges, such as for deposition transcripts, outside printing or copying, expert witnesses, or any one of a variety of other things. Our policy is to submit all invoices from third-party vendors to you for direct payment, and we request that you pay these invoices immediately. We do not charge for secretarial overtime,and we do not bill for time spent in travel unless (i) we are working while we travel; or (ii) the travel occurs during our normal 8:30 a.m.-to-6:00 p.m. workday. We make our best effort to travel outside our normal workday. Billing Procedures Our practice is to send bills on a monthly basis. Our statements generally cover fees and charges for the prior calendar month, although sometimes fees or charges might not be immediately available for one reason or another and will therefore be billed later. We ask that our statements be paid upon presentation to you. If you ever have questions about an invoice, please do not hesitate to contact us promptly to discuss them. If for any reason a statement cannot be paid upon presentation,please call us promptly so that we can discuss this. FPDOCS 32751012.1 • Occasionally clients may make an overpayment on a bill. If this happens, unless you tell us otherwise, we will apply the overpayment to any outstanding fees and expenses or to the next bill, with notice to you as to how we have applied the overpayment. It there are no outstanding fees or expenses and no work in process,we will refund the overpayment to you. We do reserve the right to impose interest charges at l'h% per month in connection with any balance that remains unpaid more than 30 days after the statement date. Also,if it ever should be necessary for us to resort to legal action to collect our fees and expenses, it is agreed that the prevailing party shall recover its reasonable attorney's fees and costs in connection with any such action. Payments to Trust Accounts All trust deposits we receive from you will be placed in a trust account for your benefit. As required by law, your deposit will be placed in a pooled account if it is not expected to earn a net return,taking into consideration the size and anticipated duration of the deposit and the transaction costs,with the interest earned on the pooled account payable to a charitable foundation as provided • by law. Trust deposits that are expected to earn a net return will also be placed into the pooled account, unless you request a segregated account. Interest earned on the segregated trust account will be added to the deposit for your benefit. Client Responsibilities You understand and agree that, in order for us to represent you effectively, it is necessary for you to assist and cooperate with the Firm. You agree to (1) make yourselves (including your employees if applicable) available to discuss issues as they arise in this matter; (2) attend and participate in meetings, preparation sessions, 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)make timely payment to any experts or vendors retained in connection with our services. Communications It is of course essential that clients and attorneys communicate effectively with one another to exchange information and to discuss developments and possible courses of action. Naturally, we will keep you informed of developments as they occur and will consult with you as to the appropriate steps to take. By the same token,we ask that you keep us informed of your objectives and wishes and that, if we ask for specific information or for instructions necessary to our adequately carrying out our representation,you will respond accurately,completely,and as quickly as possible. As you know, communications between clients and attorneys are generally privileged and are not discoverable by third parties. However, court decisions have emphasized how easily that privilege can be lost, such as where attorney correspondence is routed through a client's routine intra-office mail, or where attorney/client communications are discussed with persons outside the FPDOCS 32751012.1 attorney/client relationship. Any practical steps you can take to ensure that our attorney/client • communications are not disclosed to third parties will be important in protecting your right to claim that privilege. It is also important that we agree from the outset what kind of communications technology we will employ in the course of this engagement. Unless you specifically direct us to the contrary, we agree that it is appropriate for us to use fax machines and e-mail in the course of the engagement without any encryption or other special protections. In that regard,please specify an e-mail address which you would like us to use to communicate with you. Please also notify the Firm if you have any other requests or requirements in connection with the methods of telecommunication, or persons to be included or copied in the circulation of documents relating to the engagement. Avoidance of Conflicts In the event you have a potential dispute with a third party, and you wish to discuss with us the possibility of us representing you in connection with that potential dispute, we request that you do not disclose the nature of that dispute or any relevant facts until you have provided us with the name of the potential adverse party and afforded us the opportunity to determine whether the representation would create a conflict with another client. Similarly, because we represent a number of staffing agencies or Professional Employer Org_anizations (PEOs), it isimportant that, before you ask us_to comment upon such an entity's_ actions taken, advice given, or services otherwise rendered, you first disclose to us the name of that organization or agency. Termination of Representation You may terminate our representation at any time, with or without cause, by notifying us. If you do, papers and property which you have provided to us will be returned to you promptly upon receipt of payment for outstanding fees and costs. Our internal files regarding administrative matters pertaining to the case will be retained. Termination of our services will not affect your responsibility for payment of legal services rendered and additional charges incurred both before termination and in connection with an orderly transition of the matter, including the copying of any files that you request that we provide to you or to substitute counsel. 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. You agree that we may withdraw from the representation under these circumstances, subject to court approval where such approval is required for such withdrawals. In the event we seek to withdraw,you agree to engage new counsel immediately. FPDOCS 32751012.1 Document Retention At the conclusion of the Representation, we return to the client any documents that are specifically requested to be returned. As to any documents so returned, we might elect to keep a copy of the documents in our files. At the close of any matter,we generally purge our files in that matter of unnecessary materials and send the retained materials to a storage facility for storage at our expense. We will maintain the files in storage for a period of ten years. After that time, we reserve the right to destroy the documents in the stored files without further notice to you. You hereby consent to such destruction of your documents in our files, unless we receive from you, within ten years after the close of the matter,written instructions for a different disposition of your documents. Your Right to Arbitrate Fee Disputes If you disagree with the amount of our fee,please take up the question with your principal lawyer contact or with the Firm's Managing Partner. Typically, such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. In the event of a fee dispute which 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 that law firms advise clients whether the firms have errors-and-omissions insurance coverage. Fisher & Phillips of course does have such coverage. Miscellaneous Matters We publish a bi-monthly Labor Letter and other, more-narrowly-focused newsletters in which we cover topical matters relating to employment laws and labor relations. In addition,when circumstances warrant, we publish a Labor Alert to let our clients know about particularly time- sensitive issues of importance. These publications are intended to keep our clients advised about matters which we think will be of interest to them. Of course, due to the generalized nature of these publications, we cannot undertake to address in them every pertinent legal development which might be important to a particular client, and the materials published therein do not constitute legal advice. We also present seminars periodically. In these seminars, we discuss a broad spectrum of relevant labor- and employment-law issues. These seminars are provided as a service to our clients, and you will be invited to them as they are scheduled. FPDOCS 32751012.1 I have read and understood the foregoing,and I accept the terms and conditions as set forth herein on behalf of City of Pueblo. City of Pueblo By: to ob Jagger Title: C .,-)764 FPDOCS 32751012.1