Hourly Retainer Agreement

Hourly Retainer Agreement

Chad Smith

l2l2S. Laguna# ll

Parker, A285344

9r8.453.9200

chad(d.chadsmith.com

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Chad Smith ("Attorney") and Pawnee Nation of Oklahoma, a federally recognized Indian

tribe, ("Client") hereby agree that Attorney will provide legal services to Client as Interim

Attorney General for a minimum of three (3) months on the terms set forth below.

1.

CONDITIONS. This Agreement will not take effect, and Attorney will have no

provide

legal services, until Client rettrns a signed copy of this Agreement,

obligation to

executes a resolution for waiver of sovereign immunity by the Pawnee Business Committee in

behalf of the Pawnee Nation of Oklahoma, and pays the initial deposit called for under Paragraph

4.

2.

SCOPE OF SERVICES. Client hires Attorney to provide legal services in the

following matter: general legal services to the Client within the general scope of Attorney

General. Attorney will provide those legal services reasonably required to represent Client.

Attorney will take reasonable steps to keep Client informed of progress and to respond to

Client's inquiries. This Agreement covers litigation services of any kind, whether in court,

arbitration, administrative hearings, or goverrrment agency hearings. Attomey may engage other

attorneys to assist in providing work as indicated in Section 5.

3. CLIENT'S DUTIES. Client agrees to cooperate, to timely keep Attorney

informed of any information or developments which may come to Client's attention, to abide by

this Agreement, and to pay Attomey's bills on time. Client will assist Attorney in providing

information and documents necessary for the representation in the described scope of work.

Attorney will take direction and assignments from the President of the Pawnee Business

Committee or his designee.

4.

DEPOSIT. Client agrees to pay Attorney an initial deposit of $10,000.

5.

LEGAL FEES AND BILLING PRACTICES. Client agrees to pay by the hour

at Attomey's rates for all time spent on Client's matter by Attomey's legal personnel. Current

hourly rates for legal personnel are as follows:

Attorney-

$250.00 per hour

Associate Attorney- $200.00 per hour

The time charged will include the time Attorney(s) spend on telephone calls relating to

Client's matter, including calls with Client and other parties and attorneys. The legal personnel

assigned to Client's matter may confer among themselves about the matter, as required and

appropriate. When they do confer, each person will charge for the time expended, as long as the

work done is reasonably necessary and not duplicative. Likewise, if more than one of the legal

personnel pttends a meeting or other proceeding, each will charge for the time spent.

Attorney will charge at $100lhour for travel time, both local and out of town, if the

meeting or proceeding is more than thirty (30) miles from Tulsa, Oklahoma. Travel expenses

including mileage will be charged at current GSA rates.

Client acknowledges Attorney currently resides in Parker, Arizona and that much of the

communication with Client, its offrcers and employees shall be by telephone, conference call or

video call, Attorney shall attend such meetings in person as Client deems necessary on two

weeks'notice.

Time is charged in minimum units of one tenth (. 1) of an hour.

Client will assign Attorney legal work that requires at least 40 hours per month. If Client

does not, client will pay attorney for a minimum of 40 hours per month.

6. "

COSTS AND OTHER CHARGES.

(a)

In general, Attorney will incur various costs and expenses in performing legal

services under this Agreement. Client agrees to pay for all costs, disbursements and expenses in

addition to the hourly fees. The costs and expenses commonly include local bar fees, fees fixed

by law or assessed by public agencies, long distance telephone charges, messenger and other

delivery fees, postage, travel costs including parking, mileage, air and ground transportation,

meals and hotel costs, investigation expenses and consultants'fees and other similar items.

(b)

Out of town travel. Client agrees to pay transportation, meals, lodging and all

other costs of any necessary travel by Attorney's personnel if the destination of the travel is

thirty (30) miles outside of Tulsa, Oklahoma or Pawnee, Oklahoma. For example, if Client

requires Attomey to attend meetings or hearings in Oklahoma City, Oklahoma or Washington

D.C., Client agrees to pay for out of town travel.

(c)

Consultants and Investigators. To aid in the representation in Client's matter, it

may become necessary to hire consultants or investigators. Client agrees to pay such fees and

charges. Attorney will select any consultants or investigators to be hired, and Client will be

informed of persons chosen and their charges and have ten (10) days to object otherwise the

Client consents to the hiring of consultants or investigators.

7.

BILLING STATEMENTS. Attomey will send Client periodic statements for

fees and costs incurred. Each statement will be payable within ten (10) days of its mailing date.

Client may request a statement at intervals of no less than 30 days. The statements shall include

the amount, rate, basis of calculation or other method of determination of the fees and costs,

which costs will be clearly identified by item and amount.

8.

DISCHARGE AND WITHDRAWAL. Client may discharge Attorney at any

time after three months. Attorney may withdraw with Client's consent or for good cause. Good

cause includes Client's breach of this Agreement, refusal to cooperate or to follow Attorney's

advice on a material matter or any fact or circumstance that would render Attorney's continuing

representation unlawful or unethical. When Attomey's services conclude, all unpaid charges

will immediately become due and payable. After services conclude, Attorney will, upon Client's

request, deliver Client's file and property in Attorney's possession, whether or not Client has

paid for all services.

DISCLAIMER OF GUARANTEE AND ESTIMATES. Nothing in this

Agreement and nothing in Attorney's statements to Client will be construed as a promise or

guarantee about the outcome of the matter. Attorney makes no such promises or guarantees.

Attorney's comments about the outcome of the matter are expressions of opinion only. Any

9.

estimate of fees given by Attorney shall not be a guarantee. Actual fees may vary from estimates

given.

10.

WAIVER OF SOVEREIGN IMMUNITY. Client certifies it has authority to

enter into this agreement and to waive sovereign immunity. Client certifies that the Pawnee

Business Committee President has authority to execute this agreement. This agreement shall

become binding when Client enacts a Pawnee Business Committee Resolution approving this

Agreement and waiving sovereign immunity.

The Client hereby knowingly and expressly waives all existing and future rights of

sovereign immunity, and all other similar immunities, as a defense. Accordingly, the Client

hereby consents to the jtrisdiction of the Pawnee Nation courts for such actions or proceedings

arising from this Agreement. This waiver is irrevocable and applies to the jurisdiction of the

Pawnee Nation court, legal process, suit, judgment, attachment in aid of execution of a judgment,

attachment prior to judgment, set-off or any other legal process with respect to the enforcement

of this Agreement, It is the intention of this Agreement that the Client or any entity acting on the

Client's b'ehalf may not assert immunity in an action or proceeding, as discussed herein,

concerning the Attorney's rights under this Agreement,

11.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the

parties. No other agreement, statement, or promise made on or before the effective date of this

Agreement will be binding on the parties.

12. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision

of this Agieement is held in whole or in part to be unenforceable for any reason, the remainder of

that provision and of the entire Agreement will be severable and remain in effbct.

13.

MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may

be modified by subsequent agreement of the parties only by an instrument in writing signed by

both of them or an oral agreement only to the extent that the parties carry it out.

14. EFFECTM DATE. This Agreement will govern all legal services performed

by Attorney on behalf of Client commencing on February 12,2020.

THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND

AGREE TO THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES.

DATED: 2- 13- aoeo

By:J

Pawnee Business Council

Pawnee Nation of Oklahoma,

P. O. Box 470,

Pawnee, OK 74058.

DATED: 211312020

LAW OFFICES OF CHAD SMITH

By:

Chad Smith