Ais 00445" Vg Contract Routing Control Sheet Law IN Contact: Tom Carruthers Phone: 2320 cneensnon? Professional Service Tracking #: 9462 Date Submitted: 3/18/2015 Date Needed: 3/18/2015 Date Started: 3/18/2015 Est End Date: 4/182015 Contracti#: ROIS“ SS | change Orders: Lease#t: Bid: Coliseum#: Nepor#: Resolution#: Requisitions: 55 BOF Email For Pickup: C] Rush: [7] Description: Professional Service Comments: Research on Senate Bill #36 Vendor: Brooks Pierce McLendon Humphry Account # CBR Amount Vendor#: (0S { biel [Ol 2201-0543 rotar $25,000 & Leonard LLP 2000 Renaissance Plaza 230 N Elm Street Greensboro, NC 27401 “a SX Signatures [Adept director evewed By i apa) on Finance Reviewed By: RECEIVED MAR2 3 2 IAR 23 2015 3 fo et. ae S Tey ranaer eves LUnarer evened Rb stent, LC Purchasing Reviewed By: cep eo yee eee De RECT" DD MAR 27 2015 City Mansoor Office Date Printed: 3/18/201594er BROOKS bm dbo Nort Eustace “4 PIERCE GREENSBORO, NC 27401 March 3, 2015 Thomas D. Carruthers ity Auomney Office of the City Attorney 300 West Washington St. P.O. Box 3136 Greensboro, NC 27402-2320 Dear Tom We appreciate your request to serve as legal counsel. This letter will confirm that the City of Greensboro (the “City” or “you”) has engaged our law firm, Brooks Pierce MeLendon Humphrey & Leonard, LLP (the “firm”), to provide legal services to you upon the following terms. 1, Client. ‘The City is the client for this engagement. We require a separate engagement letter for each client, Other than the City, no one else is being represented by us, unless specifically agreed in writing hereafter. ‘The firm assumes no responsibility to inform or advise any third persons about matters related to this engagement. 2. Purpose and Scope of Engagement. The City is engaging the firm to serve as legal counsel for the purpose of analyzing, the constitutionality of Senate Bill 36, introduced during the 2015 Session of the North Carolina General Assembly (the “Bill”), and advising the City regarding its legal options related to the substance of the Bill, should it become law, including, but not limited to, the possibility of legal action challenging the constitutionality of the substance of the Bill. (the “Legal Work”). In addition, the City is engaging the firm to represent the City in the General Assembly and to advocate on behalf of the City with regard to the Bill (the “Lobbying Work”). The firm is not undertaking the responsibility to advise you with respect (0 other matters, This means that our firm is not acting as general counsel for you, the firm is not undertaking responsibilities to audit or ensure compliance with any laws or regulations that may apply to you, and the firm is not undertaking the responsibility to ensure that your knowledge and understanding of applicable laws or regulations remains complete or current 3. Procedures. | am the member of the firm who is responsible for overseeing the services provided to the City on these matters. With regard to the Lobbying Work, Chris McClure and Elizabeth Biser will register with the Secretary of State’s Office as lobbyists on ite Drea Da Tone Be TIBT Tae 3363511 Ena lps@irootspee comThomas D. Carruthers March 3, 2015 Page 2 behalf of the City and will represent and advocate on behalf of the City in the General Assembly. As we have discussed, I am not registered as a lobbyist in North Carolina and will not engage in lobbying activities as defined in N.C.Gen Stat. §120c-100(a)(9). Please call me at any time regarding services needed, pending matters, or questions you have, You may notify me of your wishes regarding assignment of particular members of the firm to perform particular services. Otherwise, specific work assignments will be made by me. We will report to Tom Carruthers the City Attorney. 4, Fees and Expenses. We will be paid as follows: (a) In connection with the Legal Work, The City will pay us for services based upon our established hourly rates for attorneys, paralegals, and other litigation support personnel who provide services. Rates vary with individuals depending on experience, expertise, and other factors. For this ‘matter, partners, including myself, will bill at the rate of $300 per hour. Associates will bill at the rate of $270 per hour. Paralegals will bill at the rate of $125 per hour. I will aim to assign matters to the most efficient level of firm resources. Please note that our rates are reviewed for adjustment at least annually. This usually occurs in January. Upon any adjustment in our established rates, you will be charged the adjusted rates. (6) In connection with the Lobbying Work, Chris McClure and Elizabeth Biser will cach bill at an hourly rate of $195. To the extent that I am involved in legal analysis or strategy discussions associated with the Lobbying Work, I will bill at a rate of $300 per hour. Fees associated with the Lobbying Work will not exceed $25,000. (c) Expenses. The City will reimburse expenses incurred by the firm that are reasonably necessary in the representation of you. Such expenses include, but are not limited to, the following: telephone, document processing (including imaging, copying, coding, and indexing), special postage and courier charges, telecopier charges, computerized research, database management, deposition charges and travel expenses, Charges for these expenses will be billed as shown in our “Policies for Charging Client Costs,” the current version of which is attached to this Agreement, When third-party providers of goods or services (e.g., court reporters) render separate invoices to the firm for such goods or services, we may forward those fo you for direct payment. We expect that such invoices will be paid promptly.‘Thomas D. Carruthers March 3, 2015 Page3 (Periodic Statements and Retainer. Statements for services and for reimbursement of expenses will be provided monthly for prompt payment by you. 5. Retainer, No retainer is required for the engagement at this time. The firm reserves the right to require a retainer as it deems necessary at any point during the course of the engagement. ;, and expenses will be billed monthly. 6. Monthly Billing and Payment. Fees, cos Our statements are payable upon presentation. Our firm sends monthly statements for several reasons. First, they tell you the amount ‘owed to us. They also contain a description of the services we have provided so that you can review the work that has been performed and thereby remain informed about the progress of the matter. Finally, our monthly statements allow you to keep track of legal costs as they are incurred. If you have a question or concern about a statement, please let me know promptly and in any event within thirty (30) days of mailing. Otherwise, payment is expected, and is due, upon receipt. Our firm reserves the right to postpone or defer additional legal services or discontinue the representation if monthly statements are not paid when due. 7. Estimates. Although we may from time to time for your convenience furnish estimates of fees or costs that we anticipate will be incurred, these are estimates only. Unforeseen circumstances may, and often will, cause these estimates to be different from the amount billed. Any estimate we provide, therefore, is not a promise or an agreement to limit our charges to the amount estimated. 8. Termination. You have the right to terminate our services and representation at any time upon written notice to us. Such termination shall not, however, relieve you of the obligation to pay for services rendered and costs or expenses paid or incurred prior to our receipt of such notice of termination and, if litigation has commenced, court approval of that termination 9. Withdrawal. Our firm may withdraw representation if, among other things: you fail to honor the terms of this engagement letter; you fail to cooperate or follow our advice on a ‘material matter; a conflict arises; or any other fact or circumstance arises that, in our view, would render our continuing representation of you unlawful, unethical or not as zealous as required by the Revised Rules of Professional Conduct. If we elect to withdraw, you agree to promptly cooperate in taking all steps necessary to free our firm of any obligation to perform further services ot incur further costs or expenses, including the execution of any documents necessary to complete our withdrawal. Moreover, since our firm will have entered an appearance on your‘Thomas D. Carruthers March 3, 2015 Page 4 behalf in connection with an ongoing legal proceeding, our firm will be entitled to be paid for all services rendered and costs and expenses paid or incurred on your behalf up to the date the Court allows our final withdrawal and that withdrawal is effectuated, 10. Waiver of Conflicts of Interest. The firm has conducted a conflicts review and has determined that no conflicts of interest exist with regards to this engagement, However, we do represent clients who may be adverse to the City in the future, or may be prospective counterparties to business relationships with the City. Those clients include, without limitation, (1) Norfolk Southern Corporation and its related and affiliated entities, and (2) Norfolk Southern Railway Company and its related and affiliated entities and (3) various clients in the cable and telecommunication industry, including, without limitation, Time Warner Cable, the North Carolina Cable Telecommunications Association, ‘Time Warmer Telecom and its related and affiliated entities (collectively the “Waived Entities”). We do not believe that these relationships constitute a conilict of interest with regard to the engagement. Notwithstanding the firm’s determination that no conflict of interest exists in accepting this engagement, by signing this engagement letter the City waives, to the extent allowed by the North Carolina Rules of Professional Responsibility, any present or future conflict that may exist at present or may arise in the future in connection with the firm’s representation of the Waived Entities in matters unrelated to the engagement set forth in this agreement and acknowledges that the firm may represent the Waived Entities in matters in which they are or may be adverse to the City. 11. Disclosure and Cooperation. To enable our firm to provide effective representation, you must tell us accurately all relevant facts and you must keep us apprized of all material developments relating to this matter. You must cooperate with us and be available to attend meetings, discovery proceedings and conferences, hearings, trials and other proceedings. 12, Closed Files. At the conclusion of our work, we will close our files, Documents in closed files are maintained at a secure off-site location for a period of time established by our file retention policy, afier which they are destroyed. For most files, the current file retention policy allows destruction of closed files at the end of six years from the date of closing. We encourage you, at the conclusion of our work, to request copies of any documents you want before the files are sent off-site 13, Related Proceedings and Activities. If any claim is brought against the firm or any of its personnel based on your negligence or misconduct, if we are asked to testify as a result of our representation of you, or if we must defend the confidentiality of your communications in any proceeding, you agree to pay us for any resulting costs, including for our time, calculated at the hourly rate for the particular individuals involved, even if our representation of you has otherwise ended. 14. No Guarantee of Outcome. We cannot, and do not guarantee the outcome in any matter.Thomas D. Carruthers March 3, 2015 Page 5 15. Entire Agreement. This Engagement Agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between the parties. ‘This agreement may be modified only by subsequent written agreement of the parties. You acknowledge that no promises have been made to you other than those stated in this Agreement. 16, Partial Invalidity. If any provision or portion of this agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and remain in effect. 17. Applicable Law. This agreement shall be governed by the internal law, and not the law pertaining to choice or conflict of laws, of North Carolina. 18. Communication, We encourage open communication between you and the firm concerning all matters, including this letter and our fees. We want you to understand and be satisfied with our efforts and with the faimess of our charges for the work we do. Please call me promptly if you ever have a question about a statement from us. I will try to address your concerns fairly and expeditiously. If this agreement is acceptable to you, please so indicate in the space provided below and retum an original executed copy of this letter to me in the enclosed self-addressed, stamped envelope. We look forward to representing you in this matter. We appreciate the opportunity to be of service to your company. Sincere Jim) Agreed to: City of Greensboro By: Title:Crystal Reports Viewer Page | of 1 So) 6) > En Gamay | 8 a mace City of Greensboro Contract Signature Authorization Sheet Law Yy vendor: Brooks Pierce MeLendon Humphry ‘racking number 9,462 contract Numb ‘Serie em or Project Deserpon: Professional Service (3S Sionatures Head Recommendation/Autorzation This instrument hasbeen pre-audited in the manner required bythe Local Government Budget and Fiscal Contol Act. 2 Dah head ae PDUs eopde awaited wepty http://victoria:8080/businessobjects/viewers/rystalreportviewers| 1 S/himlviewerbridge.jsp.... 3/18/2015