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Home My WebLink About2006-026 Agrmt - Jim Deason JIM DEASON A ITORNEY AT LAW Suite 1071521 SW Clay Street Portland, Oregon 97201 Telephone: (503) 223-4335 Facsimile: (503) 226-1321 Mobile: (503) 502-3779 email: jimdeason@comcast.net March 7, 2006 VIA EMAIL AND FIRST CLASS MAIL Lee Tuneberg Administrative Services Director City of Ashland 20 East Main Street Ashland, OR. 97520 Mike Franell City Attorney City of Ashland 20 East Main Street Ashland, OR. 97520 Re: Agreement For Legal Services Relating to the Evaluation of the Recommendations of the Ashland Fiber Network ("AFN") Options Committee Dear Lee and Mike: Thank you for offering me the opportunity to assist the City of Ashland ("City") in connection with the evaluation of future ownership and operational alternatives for the City's competitive telecommunications and cable operations, which do business as the Ashland Fiber Network ("AFN"). This engagement letter will describe the scope of my representation, as well as provide my general business procedures and rate information. A. Scot)e of Representation. Pursuant to your authorization and direction, I will serve as special counsel for the City with respect to identifying and analyzing various legal issues that will likely arise should the City pursue one or more of the key recommendations outlined in the Initial Report of the AFN Options Committee dated November 17,2005. Specifically, I will focus on identifying contractual, regulatory and other legal matters that could impede, restrict or prohibit entirely any effort by the City to spin-off the AFN to an independent not-for-profit entity or to sell the system to a third party. In addition, when requested, I will suggest alternative means by which a transaction could be structured so as to minimize or eliminate any legal roadblocks that could prevent the City from selling, transferring or otherwise disposing of all or a portion of AFN. B. Professional Undertaking In Coni unction With Other Counsel. As we have discussed, it is anticipated that I will be working in conjunction with both Mike, acting as City Attorney, and Paul Nolte, Attorney, who will also be acting as special counsel for the City. Although Paul and I intend to coordinate our work in a manner that we believe will Letter to Tuneberg, Franell March 7, 2006 Page 2 JIM DEASON. ATTORNEY-AT-LAW provide the most cost-effective and efficient delivery of services to the City, we will be acting as independent legal advisors and not as member of the same law firm or other form of legal partnership. Consequently, the City will undertake to retain Paul separately from my engagement. Finally, the City understands that I will be endeavoring to assist it in a professional manner and to the best of my ability, but I cannot guarantee the outcome or success of this matter or any resulting transaction. C. Fees and Billinsz Policies. I bill for my services on an hourly basis based on my years of experience and level of professional attainment in a given area. Due to the fact that I will be called upon to identify and address complex issues in the area of telecommunications and cable law, my hourly rate for this matter is $190. Please note that I must Periodically change my hourly rates to account for increases in my cost of delivering legal service and other economic factors. I will provide you no less than thirty (30) days notice of any proposed rate adjustment, and any such changes in hourly rates will be applied proSPectively. My statements generally will be prepared and mailed shortly after the conclusion of the month in which services are rendered and disbursements are made. I appreciate prompt payment, and in no event later than thirty (30) days from the date of the statement. I want my clients to be satisfied with both the quality of my services and the reasonableness of the fees that I charge for those services. Consequently, I will personally review all billing statements before they are rendered to ensure that the charges are appropriate. Should you have any questions regarding my charges, I invite you to discuss them with me so that I may understand your concern and seek a resolution. Clients occasionally request that I provide a prospective estimate of total fees. Any estimate of total fees, although based on my professional judgment, will be affected by factors outside my control and should not be considered a fixed or maximmn fee unless expressly stated as such and accepted by the City in writing. To date I have given no prospective estimate for total fees related to this matter. D. Expenses. I bill for expenses at cost with no mark-up. Often it is necessary for me to incur expenses for items such as travel, lodging, meals, long-distance telephone calls, facsimile transmission, overnight or delivery services, deposition transcripts, court reporting, witness and court fees, photocopying, document production, investigation, word processing, computerized legal research, and staff overtime. In order to allocate these expenses fairly and keep billing rates as low as possible for those matters that do not involve such expenditures, these items are separately itemized on my statement. E. Termination. The City has the right to terminate my representation at any time. Likewise, I will have the same right, subject to my obligation to give you reasonable notice to arrange alternative representation and, where required, to obtain permission of the judge or commission before whom litigation or any other form of contested matter is pending. c: IIEngagement Letter _Deason-Ash/and _ 03-07-2006. doc JIM DEASON, ATTORNEY-AT-LAW Letter to Tuneberg, Franell March 7, 2006 Page 3 Please indicate the City's consent, and your authority to provide such consent, to the foregoing terms and conditions in the space provided below and return one of the originals of this letter in the enclosed envelope. Please feel free to contact me if you would like to discuss any of the tenns and conditions described in this agreement. I look forward to working with you and others at the City toward the goal of bringing this matter to a prompt and successful conclusion. If you have any questions, please don't hesitate to give me a call at (503) 223-4335. Very truly yours, /" ,./'<>~ /' f ./ ~-' "\...-,,/ "-...,.-",..._~.~.__.. , Jim Deason -----~.-- --_____ Enc!. AUTHORIZATION The City of Ashland agrees to the representation by Jim Deason, Attorney at Law according to the terms and conditions set forth in this letter. Dated this ~~ of ~/~ , 2006. ~ ~-fd- Signature /v.l ~ #-~~ 6 "7 -5- c:\\Engagement Letter _Deason-Ashland_ 03-07-2006. doc ~., CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 Page1/1 VENDOR: 010765 JIM DEASON, ATTORNEY AT LAW 521 SW CLAY STREET SUITE 107 PORTLAND, OR 97201 SHIP TO: Ashland Finance Deartment (541) 488-5300 20 E MAIN STREET ASHLAND, OR 97520 FOB Point: Tenn.: Net Req. Del. Date: Speclallnst: Req. No.: Dept.: ADMINISTRATIVE SERVICES Contact: Lee TuneberQ Conflnnlng? No LeQal services for the purpose of analVZinQ proQramminQ aQreements and other Ashland Fiber Network contracts. Per attached proposal letter dated March 7, 2006. 5,000.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL 0.00 0.00 5.000.00 ~~Z8dSI::tf6 VENDOR COPY A request for a Purchase Order REQUISITION FORM CITY OF ASHLAND THIS REQUEST IS A: o Change Order(existing PO # Date of Request: Required Date of Delivery/Service: ~ I~l~l' :;f;;::j:tJ:'~ ~dJ Df<. . Cl7.fKJ1 (5"t>~) ~d-3- 433r'p'4 . (so~ ::J:J.(,-I?~_I A.y Vendor Name Address City, State, Zip Telephone Number Fax Number Contact Name SOLICITATION PROCESS SmaiL Procurement [B'Less than $5,000 o Quotes (Optional) Intermediate Procurement o (3) Written Quotes (Copies attached) Sole Source o Written findings attached o Quote or Pro al attached CooDel'lltlve Procurement o State of ORIWA contract o Other government agency contract o Copy of contract attached o Contract # Invitation to Bid (Copies on file) Reauest for ProDOUI (Copies on file) SDeCIaII Exemot o Written findings attached Quote or Pro al attached Emeraency o Written findings attached o Quote or Pro al attached Description of SERVICES Pr()~S$1fn141 JU.v"a4. : ~,~( Jttrv/t:.LJ -fdr t-Ju. pkrp~~ ~~ t:I"~IyZli1, f>l-o,rl.fI1lIk.l';" 4t,r~& ant! ~flt..u tdJ1fr4d.4. I;'LJOII.II'~ 1fF1J. o Per attached PROPOSAL Item'" Quantity Unit Description of MATERIALS Unit Price Total Coat o Per attached QUOTE Project Number ______. ___ Account Number]~_ .~~.~ .~~. _~~l~ * Items and set'Vices must be charged to the appropriate account numbers for the financials to reflect the ectual expenditures accurately. By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements, and the documentation can be provided upon request. . Employee Signature: tP-At/~ ~ SupervlsorlDept. Head Signature: J:ft,(..:J.. .~ G: Finance\ProcedureIAPlForms\8_Requisilion fonn revised UpdalBd on: 3/10/2006