Past Expenditure(s) ($328,297) Track Inspection: $26,170 $100,000

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1 To: Honorable City Council Date: February 13, 2018 By:, City Manager Jeff Ganson, City Attorney Subject: Approval of Letter of Engagement for Attorney Services with Matt Cohen, Stoel Rives, LLP FINANCIAL ACTION SUMMARY Past Expenditure(s) Proposed Amount Over/(Under) Expenditure(s) Budgeted/Approved Budget Past Legal Fees: $45,533 Stoel Rives: $500,000 ($328,297) Track Inspection: $26,170 $100,000 (budgeted for Design Total: $71,703 but being used to resolve issues) ISSUE: Shall the City Council review and approve the Letter of Engagement for Attorney Services with Matt Cohen, Stoel Rives, LLP? RECOMMENDATION: To review and approve the Letter of Engagement for Attorney Services with Matt Cohen, Stoel Rives, LLP. BACKGROUND/DISCUSSION: Since the City s acquisition of the portion of the Eastside Rail Corridor located within the City, the City has been working to assess the nature and extent of its rights and options for development of public recreational, transportation and other amenities within the Corridor. Because the Corridor is currently in active use for freight rail operations, this task entails navigating highly technical federal regulatory authority and processes. In addition, the City has identified significant concerns regarding the freight operator s compliance with federal regulatory standards as well as its contractual obligations to the City as owner of the Corridor. Establishment and enforcement of the City s rights may require specialized legal expertise either in a representative or supportive capacity. Mr. Cohen possesses significant specialized knowledge and experience in these areas, as well as a unique understanding of the various public and private interests in the Corridor. His support of the City s and City Attorney s efforts to date have been invaluable, and City staff recommends extending his engagement to allow him to continue assisting the City in these matters. Any extensions or expansion of Mr. Cohen s engagement, including the initiation of any legal proceeding, will require further Council authorization. ALTERNATIVES: 1. Approve the Letter of Engagement for Attorney Services with Matt Cohen, Stoel Rives, LLP 2. Do not approve the Letter of Engagement and direct staff on how to proceed. RECOMMENDED MOTION: City of Woodinville, WA Report to the City Council rd Avenue NE, Woodinville, WA I MOVE THAT THE CITY COUNCIL APPROVE THE LETTER OF ENGAGMENT FOR ATTORNEY SERVICES WITH MATT COHEN, STOEL RIVES, LLP IN AN AMOUNT NOT TO EXCEED $100,000, AND AUTHORIZE THE CITY MANAGER TO TAKE ANY STEPS NECESSARY TO IMPLEMENT THIS DECISION. Attachments: 1

2 1) Proposed Letter of Engagement for Attorney Service with Matt Cohen, Stoel Rives, LLP 2) Original Letter of Engagement for Attorney Services 2

3 Attachment 1 STOEL RIVESllp Matthew Cohen Direct January 23, 2018 mcohen@stoel.com Mr. City Manager City of Woodinville '" Avenue NE Woodinville, WA Re: Update to 3/23/17 Engagement Letter Dear Mr. Buchanan: Stoel Rives LLP currently represents the City of Woodinville (the "City") on railroad regulatory issues affecting the City's segment of the Lastside Rail Corridor ("LRC"). You requested an update to the March 23,2017 engagement letter between the City and this firm to cover the next phase of the project. We anticipate that the scope ofthe work going forward will include legal consultation and representation in matters related to the City's rights in and control and management of the City-owned portion of the LRC,including representation of the City in litigation or adversarial proceedings as directed by the City Council. We propose a budget for this next phase of $100,000, knowing that the course ofthe proceedings that lie ahead is uncertain, and that we may need to request additional funds if the City finds it necessary to engage in litigation to accomplish its objectives. Please call if you have any questions about this proposal. I remain grateful for the opportunity to represent the City of Woodinville, and impressed with the support we have received from you and from City Attorney Jeff Ganson. Except as noted above, all terms of our engagement letter of March 23,2017 remain in effect. Very truly yours, j Matthew Cohen cc: Jeff Ganson 3

4 Attachment 1 January 23,2018 Page 2 I consent to the representation outlined above. CITY OF WOODINVILLE By. City Manager Dated:

5 Attachment 2 STOEL RIVESllp Matthew Cohen Direct March 23, 2017 incohen@stoel.com City Manager City of Woodinville ''''Avenue NE Woodinville, WA Re: Engagement Letter Dear Mr. Buchanan: Thank you for selecting Stoel Rives LLP to represent the City of Woodinville (the "City" or "you")in connection with planning and other matters regarding the segment of the Lastside Rail Corridor that the City owns. Although our firm briefly advised the City regarding the right of way in 2013, we believe it is appropriate to provide a new engagement letter, as the scope and terms of our work have changed. We appreciate the opportunity to provide such assistance under the terms set forth in this letter. Hunter Ferguson and I will be the attorneys principally responsible for this work. My time on this project through calendar year 2017 will he charged at a discounted rate of $350 per hour; Hunter's time on this project through calendar year 2017 will be eharged at a discounted rate of $300 per hour. Our firm reserves the right to change the amounts that we bill for fees, costs and other charges on a prospective basis, but before any such changes are made Hunter or I will discuss them with you. When appropriate, and with the City's approval, we may enlist the support of other Stoel Rives lawyers with special expertise on issues arising out of our work. We will send you monthly invoices for legal fees, disbursements, and other expenses incurred on the City's behalf. Invoices are due 30 days after the date of the invoice. Invoices not paid within 60 days after the invoice date will be assessed a late fee of9 percent, per annum, calculated on the unpaid balance. If you have any questions about your statements, please let me know. On written request, you are entitled to any files in our possession relating to the legal services performed by us for you, excluding our internal accounting records and other documents 5

6 Attachment 2 March 23,2017 Page 2 not reasonably necessary to your representation, subject to our right to make copies of any files withdrawn by you. If you wish to have any documents delivered to you once your matter is concluded, please advise us. Otherwise, all documents remaining in your file will be turned over to the firm's Records Manager. The physical files may be sent to off-site storage. Under our document retention policy, we normally destroy client files 10 years after a matter is closed, unless you make other arrangements with us. Consistent with all applicable rules of professional conduct, the firm will use its discretion as to the retention or destruction of all lawyer work product and any client materials that remain with the firm. If the terms of our representation as described above are acceptable, please date and sign the enclosed copy ofthis letter where indicated below and retum it to me. Thank you again for entrusting us with your legal needs. We look forward to working with you. Please feel free to discuss with me any aspect ofthe firm's representation, including personnel and billing. Very truly yours. y\adtt!uc^(wji- Matthew Cohen cc: Jeff Ganson Hunter Ferguson 6

7 Attachment 2 March 23,2017 Page 3 I consent to the representation outlined above. CITY OF WOODINVILLE By. ^ " BrtrndtSn Buchanan City Manager Dated:_ 3/^7/n

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