HomeMy WebLinkAbout20211591.tiffRESOLUTION
RE: APPROVE ENGAGEMENT LETTER FOR LEGAL COUNSEL REVIEW OF DENTAL
AND VISION REIMBURSEMENT BENEFIT PLANS, AND AUTHORIZE CHAIR TO
SIGN - MARATHAS BARROW WEATHERHEAD LENT, LLP
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Engagement Letter for Legal Counsel
Review of Dental and Vision Reimbursement Benefit Plans between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Resources, and Marathas Barrow Weatherhead Lent, LLP, with further
terms and conditions being as stated in said engagement letter, and
WHEREAS, after review, the Board deems it advisable to approve said engagement letter,
a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Engagement Letter for Legal Counsel Review of Dental and
Vision Reimbursement Benefit Plans between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Resources, and Marathas Barrow Weatherhead Lent, LLP, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said engagement letter.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of June, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dm)
Weld County Clerk to the Board
BY:
eputy Clerk to the Board
APP' O • ED e- OR
County Attorney
Date of signature: (` of 91,1
air
Steve
Sc
reno,
rry L. B
Lori Saine
mes, Pro -T
CC : H R(PRi DF)
07/07a(
2021-1591
PE0033
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: DentalNision Benefit — Review by ERISA attorney
DEPARTMENT: Human Resources DATE: 1/22/21
PERSON REQUESTING: Patti Russell/Staci Datteri-Frey
Brief description of the problem/issue:
Weld County has had a Dental and a Vision Reimbursement benefit plans for our employees for many years.
Human Resources, Accounting, along with Don Warden and Ryan Rose have made some changes to this plan
to bring it up to date with the benefits and policies we offer today. Our broker (Shirazi's) have suggested that
we have an ERISA (the federal Employee Retirement Income Security Act — a federal law that creates standards
for retirement, health, and pension plans) attorney review this plan to ensure that it is in compliance with
ERISA laws/policies. This contract is for that review and has a cap of $5,000 for the review. Ryan Rose has
approved Human Resources moving forward with this proposal.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
The options for the Board are to approve this review or not. The impact of not conducting the review could
result in the County's non-compliance with the Federal ERISA laws.
Recommendation:
Staff recommends approving the contract for the review.
Approve
Recommendation
Perry L. Buck
Mike Freeman
Scott K. James, Pro-Tem
Steve Moreno, Chair
Lori Saine
Schedule
Work Session Other/Comments:
2021-1591
PaOO33
B
MARATHAS BARROW
WEATHERHEAD LENT LLP
June 15, 2021
Steve Moreno
Chairman
Weld County Government
1150 O Street
Greeley, CO 80631
Stacy H. Barrow
617.830.5457
sbarrow@marbarlaw.com
Re: Engagement of Marathas Barrow Weatherhead Lent LLP as Legal Counsel
Dear Steve:
This engagement letter is intended to provide Weld County Government ("you" or
"Client") and Marathas Barrow Weatherhead Lent LLP (the "Firm") the clarity and protection
that a carefully articulated agreement provides. The engagement documents are a formal
way to (1) ensure that our representation adheres to the rules of professional responsibility
that all licensed attorneys are obligated to uphold, (2) describe the scope of the Firm's
obligations to you and (3) delineate the terms of representation to which you agree.
Your satisfaction with the legal services we provide is our top priority. We
understand that client satisfaction depends both on the quality of the Firm's legal work and
on strong relationships founded on mutual respect and good will. This engagement letter is
a direct reflection of that commitment.
1. Billing and Attorneys' Fees.
You are engaging the Firm to provide you with employee benefits advice and to
review and update your dental and vision reimbursement plans (the "plan document
project"). Costs for the plan document project will not exceed $5,000. For all other projects,
the Firm will bill you on the basis of the schedule of hourly rates in effect when such services
are rendered. My hourly rate is $450. My associate's, Nicole Quinn-Gato, rate is $375. Time
charges for tasks for which you will be billed include, without limitation, telephone
conferences, meetings, internal office conferences, negotiations, review of files and
documents sent or received, drafting correspondence or memoranda, legal and fact research,
depositions, court appearances and travel. In most circumstances, the Firm will render bills
at least monthly, and each invoice is due and payable within thirty (30) days of Client receipt
of that invoice. Other terms relating to billing are included in the attached Addendum.
2. Disbursements and Expenses.
Unlike many other law firms, the Firm does not charge its clients for ordinary, day-
to-day office expenses, including telephone calls, regular mail, faxes, internal copying,
internal meals and the like. More significant individual charges (necessary express or
priority mail or deliveries, or other expenses generally over $20) will be expensed at our
{00033405}
One Financial Center, 15th Floor Boston, MA 021 1 1 617.830.5460 Fax 866.823.0952 marbarlaw.com
actual incurred cost, with no administrative fee or mark up. This is part of our commitment
to provide high quality legal services, with a value -oriented fee structure.
We do bill for the use of Westlaw and other computerized commercial research
database systems that provide enhanced access to a wide range of available resources and
information and that bill the Firm on a usage basis. However, because the Firm subscribes to
such services, actual charges are allocated among those clients utilizing them during any
given period, which greatly reduces the expenses incurred.
Also, an engagement may make it appropriate to hire third -party service providers
on your behalf. These services may include consulting or testifying experts, investigators,
electronic litigation support (including the creation of appropriate databases),
stenographers and others. In most cases, clients will be requested to pay the third parties
directly, and in all cases shall be responsible for such payment. If the Firm directly pays a
third party for reasons such as client confidentiality, urgency or other reasons approved by
the Firm, our bill will reflect the actual sums paid to the third party. In these cases, it is the
Firm's policy to request reimbursement from clients out of the normal billing cycle.
If the terms of engagement described in this letter are satisfactory, please sign and
date a copy of the engagement letter and return it to me as soon as possible. We look forward
to working with you and are committed to building and maintaining a successful and
effective relationship. Please do not hesitate to contact me at any point throughout the
engagement with any questions or uncertainties that you may wish to discuss.
Very truly yours,
�Z-g
Stacy H. Barrow
Accepted and Agreed to:
Weld Cqunty Government — BOCC
By: Steve Moreno
Its: Chairman
Dated: JUN 2 12021`
ATTEST: ✓tird e1J J'C •(1
Weld 'o my Clerk t• the Board
/t
*per:" M• _ !Wit;
erk to Board
/
{00033405}
0,2'GotI — /59/
Addendum to Engagement Memorandum
Thank you for selecting Marathas Barrow Weatherhead Lent LLP to represent you with
respect to employee benefits related matters. This Engagement Memorandum and the
enclosed engagement letter and statement of the Firm's billing policies describe the basis
upon which the Firm will provide legal services. Please forgive the legalistic nature of these
engagement documents, but we believe it is important to discuss and agree upon the terms
of the Firm's representation at the outset. Please contact your engagement attorney with
any questions.
1. The Scope of the Firm's Engagement The Firm's engagement is limited to
representation of the Client(s) named in the engagement letter (even if someone other than
the Client is responsible for paying the Firm). Thus, if the Client is a corporation, partnership,
joint venture, trade association or other entity, the Firm has not agreed to provide
representation to or for constituents of the Client entity, such as directors, officers, members,
partners, shareholders, subsidiaries, affiliates, employees, etc. of the Client. In addition, the
Firm's engagement is limited to the matter(s) described in the Firm's engagement letter, and
for any additional matters for which the Firm expressly agrees to provide representation.
2. Responsibilities and Understandings. The Firm will keep Clients reasonably
informed of developments and respond promptly to Client inquiries. Any fee estimate the
Firm might provide in connection with a matter necessarily is based on a number of
uncertain factors. As a result, the Firm's bills will be determined in accordance with the
Firm's billing policies and may vary from any estimates given (unless a fixed fee has been
agreed upon in writing).
The Client agrees to determine whether any insurance coverage is or may be available
concerning the subject matter of the engagement and provide notice to all insurers that may
provide coverage. If an insurer or any third -party undertakes payment of any portion of the
Firm's bills, however, the Firm and Client agree that the Client will remain responsible for
payment of any amounts billed by the Firm not paid by an insurer. Similarly, if the Client is
awarded legal fees payable by another party, the Client remains responsible for payment of
the Firm fees billed even if the fees awarded to the Client are less than fees billed.
If the Firm is required to respond to a subpoena seeking production of Firm records relating
to services that the Firm performed for the Client, or if the Firm is required to testify by
deposition or otherwise concerning such services, the Firm will consult with the Client as to
whether the Client wishes the Firm to supply the information requested or assert the
attorney -client privilege to the extent available under applicable law.
To the extent permitted under applicable ethical guidelines, by engaging the Firm you agree
to pay the Firm for hourly time charges and expenses incurred in responding to such
demands and in providing advice, if the Firm is able to do so, regarding a response to such
subpoenas without regard to whether or not the Firm continued to represent you when the
{00033405}
subpoena was delivered. Such charges may include, without limitation, the time and expense
incurred in searching for documents and for photocopying costs, reviewing documents,
making objections, appearing at hearings and depositions and otherwise responding to
issues raised by such document requests or testimony.
If the Firm's invoices are not paid when due, further services may be withheld at the Firm's
discretion until overdue bills are paid or resolved, at which time the Firm may request
security for payment of future bills and condition the provision of additional services upon
receipt of that security. The Firm also will have the option to terminate an engagement upon
reasonable notice if the Client does not pay bills promptly. Should you ever have any
questions about a bill please contact your Marathas Barrow Weatherhead Lent LLP
engagement attorney promptly to discuss those questions.
3. Termination of the Firm's Engagement; Document Retention. The Firm's
engagement by a Client terminates when the Firm sends the last bill to the Client for the final
matter that is the subject of an engagement. As a former Client, the Firm will not have any
obligation to provide advice concerning legal matters related to the Firm's prior
engagement(s).
At any time, Clients have the right to terminate the Firm's representation, subject to the
continuing obligation to pay the Firm amounts for services rendered prior to termination.
Upon termination, all previously billed time charges will be due and payable immediately,
along with any new bills for time already spent on the representation, but not yet billed.
Subject to applicable ethical guidelines, the Firm reserves the right to charge the Client, and
the Client agrees to pay, for all reasonable and necessary time charges and expenses incurred
in assisting the Client in making a transition to new counsel, including without limitation
duplication of file materials and transfer of those materials to the Client or at the Client's
direction.
Subject to applicable ethical rules and legal requirements, the Firm reserves the right to
withdraw from representation, upon reasonable notice and without material adverse effect
on a Client (and only after obtaining any permission from any court or tribunal that may be
required), while providing the Client with a reasonable opportunity to arrange for
alternative counsel. Reasons for the Firm's withdrawal might include, without limitation,
Client breach of any of the terms of the engagement letter, this Engagement Memorandum
or the Firm's billing and collection policy.
As to document retention, the Firm reserves the right to destroy or otherwise dispose of
materials in your Client file within a reasonable time after termination of an engagement.
Thus, subject to ethical requirements and provisions of law applicable to Client documents,
the Firm will have no obligation to retain files relating to the Firm's engagement beyond a
reasonable period of time sufficient to permit a Client to request documents from the Firm.
{00033405}
ENGAGEMENT LETTER FOR LEGAL COUNSEL - MARATHAS BARROW WEATHERHEAD
LENT, LLP
VED AS TO SUBSTANCE:
lected Official 'or Department Head
APPROVED AS TO FUNDING:
Controller
APPROVED AS TO FORM:
e
County Attorney
Hello