September 24, 2024 VIA ELECTRONIC MAIL Supervisor Thomas J. Flaherty Attn: Brayton Connard, SPHR, Director of Personnel Town of Webster 1000 Ridge Road Webster, NY 14580 Re:
Professional Services for General Legal Services as Town Counsel
We are pleased to confirm the terms of Mancuso Brightman PLLC’s (the “Firm”) representation of the Town of Webster (“you” or the “Town”), effective January 1, 2025, to provide a scope of services that are outlined in Sections 2.1 and 2.2 of the Town’s Request for Proposal, specifically: (1) serving as attorney to the Town on legal matters pertaining to general Town and Town Board matters, including local governance, drafting and amending of local laws, compliance with the Open Meetings Law and Freedom of Information Law, real estate matters, procurement requirements under General Municipal Law, municipal ethics, and municipal contracts; (2) acting as attorney for the Town Zoning Board of Appeals, Planning Board, and Conservation Board as a legal advisor for land use, code enforcement, and conservation matters, including providing monthly standing meetings with the Director of Community Development, Josh Artuso, in preparation for meetings of the Planning Board and Zoning Board of Appeals; and (3) managing outside counsel and prosecuting Town Code violations and dangerous dog matters under New York State Agriculture and Market Law (collectively, the “Matter”). As needed, the Firm is also prepared to provide additional services, such as compliance with the State Environmental Quality Review Act (SEQRA), and to represent the Town and its various boards in municipal litigation and CPLR Article 78 proceedings. Thank you for the opportunity to assist you with respect to the Matter. If you desire legal counsel on an issue outside the scope of the Matter, the Firm may agree to represent you, provided you execute a separate agreement, which may be communicated by email. Billing Arrangement; Expenses and Disbursements. We have found that setting forth the basic terms of our engagement at the outset of our representation benefits us both. I will be the responsible attorney on the Matter, but you are engaging the Firm as a whole and not any individual attorney. The Firm is pleased to offer an aggregate annual retainer amount of $145,000.00 for the position of attorney for the Town, providing services consistent with the General Scope of Work,
Page 2
and the position of attorney for the Town Planning Board, Zoning Board of Appeals, and Conservation Board consistent with the Alternative Scope of Work. The Firm’s services under the annual retainer will not include any time devoted to litigation or other special counsel matters for the Town, which will be billed separately to the Town on an hourly basis. Representation of the Town in these matters would be subject to a separate professional services agreement or engagement letter approved by the Town. All attorneys would be billed at a rate of $250.00 per hour for services falling outside the fixed-fee structure. These hourly rates represent a reduction from the standard partner hourly rates we charge our commercial and private sector clients. While we will make every effort to bill fairly and clearly, occasionally fee disagreements arise between attorneys and their clients. If there is any dispute regarding our fees, the Town may have the right to arbitrate that dispute pursuant to 22 NYCRR Part 137. Expenses and Disbursements. In addition to the fees for services rendered, disbursements for direct out-of-pocket costs, such as overnight and courier charges, travel, filing fees, if any, and other expenses incurred in connection with the representation will be billed to the Town. The Town will not be billed for other disbursements, such as photocopying and facsimile charges, Westlaw fees, and other administrative costs. The Firm’s bills for services and disbursements will be rendered on a monthly basis, with the fixed fee portion of our services allocated on a 1/12 basis per month. To the extent requested, all bills will be accompanied by a detailed description of services provided on behalf of the Town. Billing Cycle. The Firm’s bills for services and disbursements will be rendered on a monthly basis, with the fixed fee portion of our services allocated on a 1/12 basis per month. To the extent requested, all bills will be accompanied by a detailed description of services provided on behalf of the Town. If the Town fails to make payment of fees or disbursements as provided in this letter, consistent with our obligations under the Rules of Professional Conduct, we may discontinue our representation of the Town or take other appropriate action. Client Communication. During the course of this engagement, we expect each of us will communicate and/or otherwise make documents available electronically, including through email and/or the use of cloud computing. Unless otherwise directed, the Firm will use unencrypted email as the primary means of communication. While the use of technology involves some risk that third parties may access confidential communications, we believe, and understand that you agree, that the benefits of using this technology outweigh the risk of unintended disclosure. If there are specific communications that you wish sent only through encrypted and/or password protected (or other) means, you will advise us. You should make sure that any computer or device you use in communicating with us is password protected and not accessible for use by any third party, as that could impact the attorney-client privilege. Conclusion/Termination of Engagement. Either of us may terminate this relationship at any time for any reason, subject on our part to our obligations to the Town under the Rules of Professional Conduct. Either during or at the conclusion of our representation of the Town, at the Town’s request and provided outstanding fees, disbursements and other costs have been paid, we will return the Town its papers and property in the Firm’s possession. If the Town does not make
Page 3
a request within 90 days, we retain the right, at the Firm’s discretion, to destroy or dispose of these internal materials following the end of our representation of the Town. We will maintain Town materials of significance for a period of seven years following the end of our representation of the Town. Thereafter, we may destroy them without further notice to the Town. Our internal records and documents related to this representation will be retained solely by the Firm. These internal materials include administrative records, time and expense reports, accounting records and internal work product (including notes, drafts, internal memoranda, research, etc. prepared for internal use), as well as paper files and information in other storage media (including voicemail, email and other electronic files). Unless terminated earlier, our representation of the Town will terminate upon our sending a final statement for services rendered in the Matter. Potential Conflicts; Client Cooperation. Conflicts of interest will be addressed as required by the Rules of Professional Conduct. Our representation extends solely to Town and not to its constituents in their individual capacities (including its officers, board members or employees) or to any affiliated or related entities, or their constituents. The Town understands that it should not provide confidential information regarding any affiliated or related entity during the course of this representation (and doing so will not make the affiliate or related entity a client). The Town acknowledges and agrees that our representation of it in this matter will not give rise to a conflict of interest in the event of our representation of another client in a matter adverse to any affiliated or related entity or any constituent. The Town agrees to cooperate fully with the Firm and provide promptly all information known or available to the Town relevant to our representation. Such cooperation is essential, as the Firm will, of necessity, be relying on the completeness and accuracy of the information the Town provides to the Firm when performing services on the Town’s behalf. If the terms of this engagement agreement, including the aforementioned fee arrangement, are acceptable to the Town, please sign where indicated below and return a signed engagement letter to me via email. Upon receipt of a signed copy of this agreement, our representation of the Town will begin. We appreciate the opportunity to be of service to you and look forward to working with you. If there are any questions about this letter, or about any aspect of our proposed representation and arrangement, please do not hesitate to contact me. Sincerely, MANCUSO BRIGHTMAN PLLC
John A. Mancuso
Page 4
By signing below, the Town (as defined above) accepts the terms of this letter engagement. October ___, 2024 TOWN OF WEBSTER ____________________________________ Thomas J. Flaherty Town Supervisor