5.11b ERMUSR 11-14-2023RETAINER AGREEMENT
Elk River Municipal Utilities ("Client") retains the Law Firms of Lockridge Grindal
Nauen P.L.L.P. and Napoli Shkolnik (collectively "Law Firms"), as our attorneys to
prosecute any legal claim for negligence (or other viable causes of action) against any and
all parties individuals and/or corporations that are found to be liable under the law for
injuries and/or property damages suffered by us and/or our members arising out of the
contamination of water supplies by per- and polyfluoroalkyl substances (PFAS) and other
hazardous water contaminants. We specifically agree as follows:
1. FEE PERCENTAGE: Client and Law Firms agree that the Law Firms shall be
paid Twenty -Five Percent (25%) of the sum recovered, whether by suit, settlement or
otherwise. Client will not be liable to pay the Law Firms if there is not andform of recovery.
2. DISBURSEMENTS: In the event there is no recovery, the Client shall not be
obligated to pay the Law Firms any fees for services rendered, including disbursements.
Disbursements may include some of the following expenses: court filing fees, sheriff fees,
medical and hospital report/record fees, doctor's report, court stenographer fees,
deposition costs, expert fees for expert depositions and court appearances, trial exhibits,
computer on-line search fees, express mail, postage, photocopy charges, document
management charges, long distance telephone charges among other charges. Document
management charges are the fees charged by the law firm for processing documents
during litigation, such as medical records, documents produced by defendant(s) and/or
other parties, etc. Processing of the documents may include but is not limited to the
following: (1) scanning; (2) conversion of native files to PDF documents; (3) OCR (optical
code recognition); and/or (4) indexing. At the time of settlement and distribution of
proceeds, these expenses shall be deducted from the Client' share after computation of
the Attorney's Fee.
3. COMPUTATION OF FEES. The contingency fee shall be computed on the
gross recovery, resulting in a net settlement (or judgment), from which all appropriate
disbursements in connection with the institution and prosecution of this claim is
deducted, as set forth in paragraph 2 above. Examples of how a contingency fee is
computed are as follows:
Gross settlement $100.00
25% Attorney's Fee $ 25.00
Net settlement $ 75.00
Disbursements - $10.00
Net to Client $ 65.00
I
4876-3008-5774, v. 1
130
4. WITHDRAWAL: The Law Firms expressly reserve the right to withdraw their
representation at any time upon reasonable notification to the Client. In the event that
the Client advise the Law Firms to discontinue the handling of this claim, or if the Client
fail to cooperate with the Law Firms in the handling of this claim, Client agree to
compensate the Law Firms a reasonable amount for their services, and for the time spent
on this claim on an hourly basis or under such other arrangement that may be agreed
upon by the parties. The Client understand that the Law Firms have conditionally
accepted this case based upon independent confirmation of all facts and injuries claimed
to have been sustained by Client. In the event that the Client desire to transfer the file
from this office, the Client shall be responsible to compensate the Law Firms for the
reasonable value of their services. Such transfer shall not include documents or attorney
work product regarding the general liability of the defendants.
5. APPEALS: The above contingency fee does not contemplate any appeal. The
Law Firms are under no duty to perfect or prosecute such appeal until a satisfactory fee
arrangement is made in writing regarding costs and counsel fees.
6. STATUTE OF LIMITATIONS: We understand that any lawsuit must be
commenced within a certain limited time period, (that may vary, depending upon the
defendant) starting from the "discovery of the injury" or of "the date when through the
exercise of reasonable diligence such injury should have been discovered... whichever is
earlier". We further understand that the Statute of Limitations period for any case must
be investigated, and that this Agreement is made subject to that investigation as well as
an investigation of the entire case.
8. RESULTS NOT GUARANTEED: No attorney can accurately predict the
outcome of any legal matter, accordingly, no representations are made, either expressly
or impliedly, as to the final outcome of this matter. We further understand that we must
immediately report any changes in address and telephone number to the Law Firms.
9. APPROVAL NECESSARY FOR SETTLEMENT: Client controls the decision
whether to settle any lawsuit filed pursuant to Agreement. Attorneys, however, are
hereby granted a power of attorney so that they may have full authority to prepare, sign
and file all legal instruments, pleadings, drafts, authorizations, and papers as shall be
reasonably necessary to conclude this representation, including settlement and/or
reducing to possession any and all monies or other things of value due to the Client under
the claim as fully as the Client could do so in person. Attorneys are also authorized and
empowered to act as Client' negotiator in any and all negotiations concerning the subject
of this Agreement.
10. ASSOCIATION OF OTHER ATTORNEYS: The Law Firms may, at their own
expense, use or associate other attorneys in the representation of the aforesaid claims of
the Client, but such association does not alter the computation of fees in section 3 above.
2
4876-3008-5774, v. 1
131
Client understands that Law Firms employ numerous attorneys that may work on Client'
case.
11. ASSOCIATE COUNSEL: The Law Firms may participate in the division of
fees in this case and assume joint responsibility for the representation of the Client either
in the event that the Attorney retains associate counsel or that the Client later choose new
counsel, provided that the total fee to the Client does not increase as a result of the
division of fees and that the attorneys involved have agreed to the division of fees and
assumption of joint responsibility. The Client will be advised of such joint responsibility
and full disclosure will be made to Client regarding the division of fees so that the consent
of the Client can be obtained.
12. MINNESOTA LAW TO APPLY: This Agreement shall be considered
construed under and in accordance with the laws of the State of Minnesota and the rights,
duties, and obligations of Client and of Attorneys regarding Attorney's representation of
Client and regarding anything covered by this Agreement shall be governed by the laws
of the State of Minnesota.
13. ARBITRATION: Any and all disputes, controversies, claims or demands
arising out of or relating to (1) this Agreement or (2) any provision hereof or (3) the
providing of services by the Law Firms to Client or (4) the relationship between the Law
Firms and Client, whether in contract, tort or otherwise, at law or in equity, for damages
or any other relief, shall be resolved by binding arbitration pursuant to the Federal
Arbitration Act in accordance with the Commercial Arbitration Rules then in effect with
the American Arbitration Association. Any such arbitration proceeding shall be
conducted in Sherburne County, Minnesota. This arbitration provision shall be
enforceable in either federal or state court in Sherburne County, Minnesota pursuant to
the substantive federal laws established by the Federal Arbitration Act. Any party to any
award rendered in such arbitration proceeding may seek a judgment upon the award and
that judgment may be entered by any Court in Sherburne County, Minnesota having
jurisdiction.
14. PARTIES BOUND: This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, legal
representative, successors, and assigns. Client or the Law Firms can execute this
document electronically, by indicating "I agree" (or similar language) via electronic mail
after receiving the Agreement via electronic mail. By indicating "I agree" (or similar
language) Client will be bound by the terms of the Agreement and is executing the
document electronically via Client' electronic signature, indicated as "/ s/" in the
signature field and elects the Law Firms advance disbursements.
15. LEGAL CONSTRUCTION: In case any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other
3
4876-3008-5774, v. 1
132
provisions thereof and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
16. PRIOR AGREEMENTS SUPERSEDED: This Agreement constitutes the sole
and only Agreement of the parties hereto and supersedes any prior understandings or
written or oral agreement between the parties respecting the within subject matter.
We certify and acknowledge that we have had the opportunity to read this
Agreement and have answered any questions pertaining thereto. We further state that we
have voluntarily entered into this Agreement fully aware of the terms and conditions.
4
4876-3008-5774, v. 1
133
SIGNED AND ACCEPTED ON THIS
ELK RIVER MUNICIPAL UTILITIES
Los
Printed Name
Email Address:
Title:
Address:
Phone:
day of
20
LOCKRIDGE GRINDAL NAUEN
P.L.L.P.
David J. Zoll
NAPOLI SHKOLNIK
Printed Name of Attorney
4876-3008-5774, v. 1
134