Loading...
HomeMy WebLinkAboutAhlers and Cooney 28E Agreement with Waterloo Telecommunications Utility Board - 2.6.2023AHLERS COONEY ATTORNEYS Quentin Hart Mayor City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 January 26, 2023 Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Kristine Stone 515.246.0314 kstone@ahlerslaw.com Andrew Van Fleet Board Chair Waterloo Communications Utility Board 715 Mulberry Street Waterloo, Iowa 50703 RE: 28E for FTTP and City backbone project Dear Mr. Hart and Mr. Van Fleet: This waiver letter confirms that our Firm has been asked to represent the City of Waterloo with respect to the preparation of a 28E Agreement between the City of Waterloo and the Waterloo Communications Utility Board related to the bidding and construction of the Fiber - to -the -Premises (FTTP) and City Backbone Project. It is our understanding that this Project will be bid in early 2023, and construction will last through 2026. We will be asked to assist with the drafting of a 28E Agreement outlining each party's responsibilities and obligations as it relates to the FTTP and City Backbone Project. As you know, our Firm has existing client relationships with the City of Waterloo and the Waterloo Communications Utility Board. Given the proposed concurrent representation of the Parties, we cannot undertake a representation where we will advocate or negotiate for one party against the other. However, our ethical rules allow us to undertake representation of both parties to a transaction provided that we can competently and diligently represent each client, and each client provided informed consent in writing to the representation. We believe that we can competently and diligently represent both the City of Waterloo and the Waterloo Communications Utility Board in the limited role of memorializing a 28E Agreement as determined by the Parties. The City of Waterloo and the Waterloo Communications Utility Board must determine the terms to include in the Agreement (between you) and then provide such terms to us to include in the Agreement. In our limited role as the scrivener, the more details you work out between you and provide to us, the better. In the course of drafting we may identify categories of essential terms you have not addressed, in which case we will suggest that both parties coordinate and let us know what specific terms you mutually agree on for each such category. We may also include stock or customary terms in the draft we provide with no intent of favoring either party over the other. Any such terms may be rejected or modified by either of you and, as with all terms in the Agreement, are subject to mutual agreement between you and can be revised by you. Through the proposed limited joint WISHARD & BAILY - 1888; GUERNSEY & BAILY- 1893; BAILY & STIPP - 1901; STIPP, PERRY, BANNISTER & STARZINGER - 1914; BANNISTER, CARPENTER, AHLERS & COONEY - 1950; AHLERS, COONEY, DORWEILER, ALLBEE, HAYNIE & SMITH - 1974; AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. -1990 January 26, 2023 Page 2 representation, we can assist you in documenting the Agreement you reach on an amicable and mutually advantageous basis. In the event there are actual disagreements of substance or content between the Parties, we will decline to advise either party with respect to such issue. Should an issue arise for which the Parties cannot reach agreement on your own, we would need to withdraw from further representation of both Parties with respect to the Agreement. Such withdrawal would not, however, impact our on -going representation of the City of Waterloo or the Waterloo Communications Utility Board on all other matters. In the course of the joint representation of the Parties, we will not have communications with one party relevant to the Agreement that are confidential from the other. For matters relevant to this limited joint representation, we have a legal and ethical duty to share with both of you the information we receive and the comments that we give. In other words, your conversations with us with respect to the Agreement are not privileged as between the two of you and could not be claimed as privileged should any dispute arise between you. If you want independent advice concerning the terms of the Agreement, or if you wish to be able to discuss matters in complete privacy, you will need to seek such advice from alternate counsel. In deciding whether or not to consent to the joint representation, the Parties should consider how our limited representation as described above could or may affect them. For example, clients that are asked to consent to conflicts should consider whether there is any material risk that their attorney will be less diligent on their behalf due to the conflict. Similarly, clients should consider whether there is any material risk that their confidential information or other proprietary matters will be used adversely to them due to the conflict. We do not believe that our obligations of loyalty and confidentiality to any party will impair our ability to represent the Parties in this matter in the limited manner described herein, but of course you may ask us any questions you may have regarding the contents of this letter and/or seek the independent advice of a lawyer outside of our Firm regarding the contents of this letter. Please respond to this request by either signing and returning this letter or informing us that you decline to approve and consent to this joint representation. We will only be able to represent the Parties in this matter if both Parties are in agreement regarding this limited representation. Sincerely, AHLERS & COONEY, P.C. By Kria-tCs4e'Sto-vtei Kristine Stone January 26, 2023 Page 3 The City Council of the City of Waterloo hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding the 28E Agreement for the FTTP Project. Dated this 6th day of February , 2023. City Council of the City of Waterloo: B Querziin Y: l ll� sisrvEo Mayor January 26, 2023 Page 4 The Waterloo Communications Utility Board hereby waives and consents to any actual, potential, or perceived conflict of interest associated with Ahlers & Cooney, P.C.'s representation of the Waterloo Communications Utility Board and the City of Waterloo regarding the 28E Agreement for the FTTP Project. Dated this day of , 2023. Board of Trustees of the Waterloo Communications Utility: By: Board Chair