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Legal Service - 2019 - Holland & Hart / Water Litigation - 2/8/2019 B.Newai Squyres HOLLAND&HARTI. Phone: 08 342.5000 Fax:(208)343-8869 nsquyresOhol landhart.com February 8,2019 via email(sridgewaWici1vofeagIe.org) City of Eagle Attn: Stan Ridgeway,Mayor P.O.Box 1520 600 E. Civic Lane Eagle,ID 83616 Re: Legal Services Dear Mayor: Thank you very much for asking Holland&Hart LLP to represent the City of Eagle ("City")in the matter described below. This letter confirms our discussion and summarizes our understanding of our representation. Our understanding is that we will provide the following legal services: (i)represents the City as concerns its potential acquisition of the Eagle Water Company; (ii)represent the City in the Idaho Public Utilities Commission proceedings commenced by Eagle Water Company and Suez Water Idaho, Inc.,concerning a Joint Application for Approval of the Sale and Acquisition of Eagle Water Company,Inc.,and Eagle Water Assets by Suez(Idaho PUC Nos.EAG-W-18- 01 and SUZ-W-1802);and(iii)represent the City in litigation that may be brought by or against the City concerning the potential acquisition of Eagle Water Company,the 2008 Intertie Agreement,or related matters. If the above is not a correct summary of what you have asked us to undertake,please let me know. Once this work is completed, our representation will conclude unless you and we otherwise agree. The City confirms that the work that Holland&Hart has agreed to perform is for the City,and not for any affiliated entities. Only the City itself is the client. Since this matter involves or may involve a proceeding in which an adversary may have the right to discover information relevant to the dispute,it is important that you take immediate steps to preserve all documents,things,and electronically stored information that may relate to the matter. Electronically stored information includes,among other things,emails,electronic files, information contained on servers,databases,thumb drives and other portable storage T 208.342.5000 F 208.343.8869 800 W. Main Street, Suite 1750, Boise,ID 83702-5974 i1ia,ka Montana Utah Mail to:P.O.Box 2527, Boise, ID 83701-2527 Cok'r3do Nevada Wash nyton. D_C www.hoitandhart.corn Idaho New Mexico Wyorninci 12015894v1 00038.0062 HOLLAND&HARL IIP‘ City of Eagle Feb8 2019 Page 2 devices,telephone logs,contact information, Internet files,personal digital assistants and similar devices,and network access information. Preserving this information may necessitate action to suspend automatic or regular purging or deletion of data to avoid erasing potentially-relevant emails,voicemail messages,backup tapes,etc. Procedures designed to preserve the relevant information described above should remain in effect until further notice. Rules of procedure may require prompt disclosure of relevant electronically stored information early in litigation. You should begin to identify all potential sources of electronically stored information relevant to this matter immediately. Doing so now may facilitate the discovery process and may help preserve claims of privilege,avoid inadvertent disclosure of privileged data,and identify sources of infonnation which would be too costly or burdensome to disclose. Significant delay in assessing the sources of elecfrothcally stored information,and any failure to preserve re1ant evidence,will expose you to sanctions under the rules of procedure,which could include prelusion of helpful evidence,default,and monetary penalties. I contemplate that our work for you will be staffed by myself Murray Feldman,Sara Berry,Carolyn Montgomery(paralegal),and for limited specific consultation and assistance on Idaho PUC matters,Thor Nelson,a partner in our Denver Tech Center office who also practices before and is familiar with the Idaho PUC's procedures and decisions. For this matter,my hourly rate is$425,Mr.Feldman's hourly rate is$425,Ms.Berry's hourly rate is$295,Ms. Montgomery's hourly rate is$195,and Mr.Nelson's hourly rate is $465. These are discounted rates for this engagement in recognition of the local government status of the City. If other attorneys and service providers are called upon to work on your behalf,we will discuss that with you,including their hourly rates. In each such case,their names and hourly rates will appear on our monthly statements. In general,these are our ranges of current hourly rates: Partners,$325 -$940;other attorneys,$195 -$735;and other service providers,$60-$665. Our rates generally change each year on January 1st and we will notify you of thor changes in the first billing statement that includes the charges for any adjusted rate. Our customary practice,which we will follow here,is to bill for our services and expenses monthly. We expect payment of our statements upon your receipt of them. The attached billing procedure statement("How We Charge for Our Services and Expenses") contains a more complete description of how we charge and bill for our services and expenses. I welcome any questions you may have about our billing procedure or any statement. Our engagement is limited to the matter described above. You and we have agreed that our representation is solely of the City and does not constitute a representation of any other department,agency or branch of City or other government As a condition to our undertaking this matter for the City,you have agreed that we may represent existing or new clients in any future matter that is not substantially related to our work Alaska Montana Utah www.hoNandhart.cum Colorado Nevada Washington. Q C 12015894v1 00099.0082 Idaho New Mexico Wyoming City ity of Eagle February 8,2019 Page 3 for the City, even if the interests of such clients in those other matters are directly adverse to the City. This will also confirm that we advised you to consult with independent counsel,and that you have had an adequate opportunity to do so, before providing your consent and agreeing to this advance waiver. We will maintain records related to this engagement in formats and organization that we, in our sole professional judgment,determine are efficient and appropriate for the conduct of this engagement. After the engagement ends,meaning the date of our last bill for services in this matter, we will maintain or destroy these records in accordance with our then-existing record retention policy. If the firm determines that the records should be destroyed,and fewer than 15 years have elapsed from the conclusion of the engagement,we will first give you written notice of our intention to destroy the records at your last address known to us. The notice will inform you that the records will be destroyed 60 days after the date of the notice unless you notify the firm in writing that you want the records to be sent to you at your expense. If the notice is returned to us as undeliverable, we will destroy the records,as the lack of a correct forwarding address will indicate that you have abandoned them. If at any time you request transfer of the records to which you are entitled,we reserve the right to transfer them in the paper and/or electronic formats and organization in which we maintained them. In that event or if you request destruction of the records,we reserve the right to retain(at our expense)a copy of any part of the records for any reason,such as to comply with legal or ethical obligations. The foregoing covers the essential elements of our engagement. If it does not accurately reflect your understanding of the terms of our engagement,please let me know. Otherwise, please indicate the City's acceptance of these terms by signing a copy of this engagement letter and returning it to me as soon as possible. In any event,unless we hear from the City to the contrary, we will proceed with our representation of the City on the terms described in this letter. Vera. tru y yours, B.New. Squ f q . • of Holland V . LP The above letter correctly sets forth our agreement. CITY OF EAGLE By: Name: o� � I 5 7*-A.1 tvv.1 is 'Z. -$ -k 4i Date: LA r�r�.--tib. n e. .�. S � t KELI..IE REKOW Alaska Nlcntana Utah www.hollandhart.corn COMMISSION#17014 Colorado Nevaaa Washington C 12015894v1 00039.0082 NOTARY PUBLIC Idaho New Mexico Wyosninci STATE OF IDAHO MY COMMISSION EXPIRFS HOW WE CHARGE FOR OUR SERVICES AND EXPENSES We at Holland&Hart LLP("H&W')want each client relationship to be productive and satisfying for both parties.We believe one way to accomplish that goal is to explain at the outset how we charge for our services and expenses. Our usual practice is to send a statement for services and expenses monthly. Our statement describes in summary fashion the services we have performed on your behalf in order that you have a cut undtdg of any charges and ex. iises. If we have a written agreement for some other arrangement,we will proceed accordingly. Our responsibility is to ensure that you receive an accutc and fair statement. In return,we expect prompt payment of our statement.We encourage you to raise any questions or comments regarding any statement If you fail to keep your account currant,we reserve the right to terminate our representation in accordance with applicable ethical rules. We also reserve the right to assess a late payment charge at the rate of 1% per month on any unpaid balance beginning on the 30th day after the date of the statement. Fees F9r Services A specific attorney is responsible for each matter we undertake for you. In addition to serving as your primary contact and either perfuming or overseeing all services provided for you,this attorney will review and approve each statement you receive from us. Our engagement letter sets forth the terms on which we will charge you for our services. If we are providing services on an hourly basis,our engagement letter discloses the current hourly billing rate of the attorneys and other service providers who will work on matters for you. From time to time other attorneys and service providers maybe involved in your work. Their names and hourly rates will be reflected in our statements. Please note that we review and adjust our billing rates annually,and our adjusted billing rates typically take effect on January 1. You will be advised of changes is billing rates in the first statement that includes charges for services at any such adjusted rate. BILINALti You will be invoiced for certain direct expens incud in the course of providing Ial seices to you. We charge expenses to your bill with no mark-up for handling and no surcharge for the cost of carrying the charge until you make payment. Thus,filing fees,incorporation fees,charges from court reporters and similar expenses will appear on your bill at the amount actually disbursed by us on your behalf. Notwithstanding the previous sentence,unless we otherwise agree,we expect you to pay directly(or prepay through the use of a retainer)any expenses overs 1,000 invoiced by persons or companies outside our firm for your account. Several categories of expenses involving a service provided,in whole or in part,using our equipment or staffed with our personnel are billed to you in the manner described below: 1. Photocopying. We do not charge for routine photocopying or email copy projects. We will send large copy projects to outside copy facilities when confidentiality concerns permit and will bill you for the actual charges incurred. We are always happy,upon your request and where appropriate,to send materials for copying to you or to your designated vendors who will bill you directly. 2. Messengers. We charge the same amount for messenger services as outside providers charge for the same service. 3. ComputerIzed Legal JesearcIs. We have fixed-price,discounted contracts with our providers that include many,but not all,of their services. We compute and charge for the cost of searches performed on your behalf by allocating our actual contract cost over all searches performed for clients. We must necessarily make certain estimates to arrive at this allocation,but the objective is to recover only the firm's actual cost for legal research services performed for our clients. For research services not covered by our fixed-price contracts, we charge the actual cost of the searches billed to the firm. 4. Overnight Couriers. We use United Parcel Service("UPS")and other recognized couriers for the bulk of our t courier services. We pass through the UPS or other courier's scheduled charge to you. L�tiestion Sunuart.ndTrial Preusration H&N provides a variety of litigation support and trial preparation services and products. These servicer and products include discovery management,trial consulting, wiffiess preparation,jury selection,preparation of multimedia ttial exhibits, trial setup and document imaging. .The charges for these services and products will be established by agreement beeen the H&H responsible attorney and the c1it at the inception of the engnent, or in the alternative,when the need for such services arises. REPORTABLE TRANSACTIONS Certain transactions become"reportable transactions"under the Inte1 Revenue Code and the associated regulations if an advisor,including a lawyer,requires them to be kept confidential. H&H does not require such confidenali . Accordingly,H&H agrees that you(and your employees,representatives or other agents)may disclose to any and all persons,without limitation of any kind,(1)the Federal income tax treaent and the acts relevant to understanding the Federal income tax treatment of our representation of you and any transaction with which we may assist,and (ii)all materials of any kind(including opinions or other tax analyses)that are provides to you by H&H rotating to such tax treatment and such facts. In addition,H&H dog not claim that any tax information(as opposed to tax ley I advice)provided by it is proprietary or exclusive. NEVADA DISCLOSURE PURSUANT TO RULES OF PROFESSIONAL CONDUCT RULE 7.5A(cX5)Qi) As you bow,HdtH has offices located in Las Vegas,Reno,and Con City.which are staffed with lawyers who are admitted to practice law in the State of Nevada.In addition,we have lawyers admitted in other jurisdictions where H&H has offices,including Colorado Utah,New Mexico,Wyoming,Montana.Netto,Alasske and Washington D.C. For this matter,we may or will se assistance from other lawyers who are not admid in Nevada but who will work with ourNedaadm1fted Lae .As the engagement procee ,we may enII the services of other firm lawyers not admied in Nevada,in order to provide all of the legal seMccs you have quest .Under Rule 7.5A of the Nevada Rules of Pmfesslonal Condu ,we quid to make this disclosure.If you have questio about it,now or in the future,please let us know.