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AG 09-087 DATE IN: I DATE OUT. I TO: e CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP I. ORIGINATING DEPT.IDIV: CITY MANAGER 2. ORIGINATING STAFF PERSON: BRYANT ENGE EXT: 2510 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) D PROFESSIONAL SERVICE AGREEMENT D SECURITY DOCUMENT (E.G. AGREEMENT & D MAINTENANCE/LABOR AGREEMENT PERFfMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT D SMALL PUBLIC WORKS CONTRACT (E.G., RFB, RFP, RFQ) (LESS THAN $200,000) D CONTRACT AMENDMENT AG#: D PURCHASE AGREEMENT) D CDBG (MATERIALS, SUPPLIES, EQUIPMENT) X OTHER MEMO OF UNDERSTANDING D REAL ESTATE DOCUMENT 5. PROJECT NAME: SCORE - LEGAL SERVICES 6. NAME OF CONTRACTOR: K&L PRESTON GATES ELLIS ADDRESS: 925FOURTHAVENUE SUITE 2900 SEATTLE, WA98104-1158 TELEPHONE 206-623-7580 SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: n/tL 9. TOTAL COMPENSATION $_ N/A (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES D NO IF YES, $ PAID BY: D CONTRACTOR D CITY 10. CONTRACT REVIEW INITIALIDATEAPPROVED INITIALIDATE APPROVED D PROJECT MANAGER D DIRECTOR D RISK MANAGEMENT D LAW II. CONTRACT SIGNATURE ROUTING INITIALIDATEAPPROVED INITIALIDATEAPPROVED D LAW DEPARTMENT D CITY MANAGER D CITY CLERK D SIGN COpy BACK TO ORGINATING DEPT. D ASSIGNEDAG#113- 687 D PURCHASING: PLEASE CHARGE TO: N/A COMMENTS 10/09/02 K&L I GATES e e K&L Preston Gates Ellis L P 925 Fourth Avenue Suite 2900 Seattle, WA 98104-1158 T 206.623.7580 www.klgates.com D l L; [l;U IW [; ~ l MAR 1 7 ~~HJ City Clerk's Office Ci of Federal.'!f.'!J.. March 11, 2009 Jay A. Reich jay.reich@klgates.com Mayor Jack Dovey City of Federal Way 33325 8th Ave. South Federal Way, W A 98003 Re: South COlTectional Entity South COlTectional Entity Facility Public Development Authority Consent to Representation and Waiver of Conflict Dear Mayor Dovey: The purpose of this letter is to confirm our understanding of the role of K&L Preston Gates Ellis LLP (the "Firm") with respect to our proposed representation of the South COlTectional Entity ("SCORE") and the South COlTectional Entity Facility Public Development Authority (the "Authority") and to request a waiver of a potential conflict of interest. We have been asked to provide general counsel services ("SCORE Services") to SCORE, a government administrative agency established through an interlocal agreement (the "Agreement") among the cities of Auburn, Burien, Des Moines, Federal Way, Renton, SeaTac and Tukwila for the purpose of developing and operating a regional cOlTectional facility. The Authority was established by the City of Renton to issue bonds and provide financing to SCORE, and we have also been asked to provide bond counsel services to the Authority ("Authority Matters" and together with the SCORE Matters, the "Authority/SCORE Matters"). As you know we represent the City of Federal Way (the "City") as bond counsel and as special counsel, from time to time, on various City matters (the "City Matters"). The purpose of this letter is to request your consent to our representation of SCORE and the A.uthority on Authority/SCORE Matters and to waive a potential conflict with our representation of the City on City Matters. As a law firm we are prohibited from representing one client in a matter adverse to another client unless we determine that the Firm would be able to provide competent and diligent representation to each client and to obtain informed consent of each client to the respective representations. We believe that it is possible for the interests of the City to be adverse to the interests of SCORE and the Authority arising from the City's obligations under the Agreement. We believe that the City Matters are unrelated to the Authority/SCORE Matters. Our representation of the City in the City Matters does not include the provision of services regarding SCORE, the Authority, the regional cOlTectional facility or its financing. Mayor Jack Dovey March 11, 2009 Page 2 e e We understand that the City Attorney will represent the City in any such matters, and to date the City Attorney has reviewed the Agreement and related documents on behalf of the City. In our role as bond counsel and special counsel to the City, we do not believe we have infonnation about the City which would be material to SCORE and the Authority and that is not publicly available. Furthermore, we do not believe that our representation of SCORE and the Authority as described above would compromise our representation of the City on the City Matters. Nonetheless, the City should consider these issues for itself and should determine, with the assistance of independent legal counsel if it wishes, whether it agrees with our conclusion. We have asked each of the parties to the Agreement for whom we serve as bond or special counsel to consent in writing to the Firm's representation of SCORE and the Authority on Authority/SCORE Matters and to agree that they will not assert, in any forum or in any manner, that any ethical or other impediments exist to our representation of the Authority and SCORE on the Authority/SCORE Matters. We have also asked SCORE and the Authority to consent in writing to Firm's representation of the parties to the Agreement, including the City, for whom we provide unrelated bond or special counsel services. We expect that consent to be forthcoming. In any event, the City's consent, upon which we will rely, would be conditioned upon our receipt of a counterpart consent from those entities. Thank you very much for your thoughtful consideration of this matter. Beyond the f>1 ethical imperatives that guide us, we are very sensitive to the trust that our clients place in us as attorneys. If you have any questions or concerns, please feel free to contact me. If, after such review as you believe appropriate, the City is willing (1) to consent to the Firm's continued representation of the City on the City Matters, (2) to consent to the Firm's representation of SCORE and the Authority on the Authority/SCORE Matters in which the City's interests may be adverse to the interests of the Authority and SCORE, (3) to agree that the City will not object to our representation of, or seek to disqualify us from representing, the Authority and SCORE on the Authority/SCORE Matters, and (4) to waive any conflict that otherwise could be said to be presented, please sign the enclosed counterpart of this letter in the space provided below and return it to us for our files. Mayor Jack Dovey March 11, 2009 Page) e e Thanks again for your assistance. Very truly yours, K&L PRESTON GATES ELLIS LLP cA~ By Jay A. Reich JAR:bg cc: Patricia Richardson, City Attorney ACKNOWLEDGEMENT and Waiver: City of Federal Way, Washington K \203i929\OOOOi\20584_JAR\20584L2309