http://www.oles.com/ The latest news related to Oles Morrison's practice areas, as well as firm announcements and listings of events featuring Oles Morrison speakers. en blanche@oles.com Copyright 2012 2012-05-24T14:59:23+00:00 http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-welcomes-new-attorney-alexander-bannon-to-ca http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-welcomes-new-attorney-alexander-bannon-to-ca#When:14:59:23Z SEATTLE, Washington, May 21, 2012 –Oles Morrison Rinker & Baker, LLP, one of the Northwest’s most respected law firms with practice areas in construction, government contracts, business law and commercial litigation, has hired Oakland based construction law attorney Alexander Bannon. Bannon will continue to practice in California from the firm’s new office in the Bay Area which opened May 1. In addition to its headquarters in Seattle, the firm has an office in Anchorage, Alaska. Bannon is an experienced litigator and construction law attorney with over 28 years of experience in areas related to contract disputes, insurance defense, valuation, employment and a variety of construction related matters. Prior to joining Oles Morrison, Bannon was an attorney at the Oakland law firm of McInerney & Dillon. “We are pleased to welcome Alex to our new California office and are confident that his experience will be of value to our clients in that region” said Craig Rusk, one of the firm’s managing partners. Since the 1930s, the focus of Oles Morrison’s practice has been on construction, government contracts and public procurement. The firm represents both national and international clients on projects in the United States and abroad. With offices in Washington, Alaska and California attorneys provide timely and cost-effective solutions to the most complex problems.     ###   About Oles Morrison Rinker & Baker LLP Founded in 1893, Oles Morrison is one of the Pacific Northwest's oldest and most respected law firms.  Since the 1930s, the focus of our practice has been on construction, government contracts, and public procurement.  We represent both national and international clients on projects in the United States and abroad. From our offices in Washington, Alaska and California, we are able to deploy attorneys who have the experience necessary to provide timely and cost-effective solutions to the most complex problems. Oles Morrison is also able to address the wide range of legal matters that most businesses face: employment, bankruptcy and insolvency, tax and estate planning and business formation. More information is available at www.oles.com Announcements, 2012-05-24T14:59:23+00:00 http://www.oles.com/news/events/renea-saade-discusses-employer-no-gun-policies-in-may-13-anchorage-daily-ne http://www.oles.com/news/events/renea-saade-discusses-employer-no-gun-policies-in-may-13-anchorage-daily-ne#When:16:07:05Z Announcements, Business & Real Estate, Employment Law, 2012-05-16T16:07:05+00:00 http://www.oles.com/news/events/renea-saade-anne-marie-tavella-for-alaska-business-magazine-hiring-locally- http://www.oles.com/news/events/renea-saade-anne-marie-tavella-for-alaska-business-magazine-hiring-locally-#When:21:21:17Z Announcements, Business & Real Estate, Employment Law, Government Contracts, 2012-05-03T21:21:17+00:00 http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-announces-new-partner-robert-l.-leslie-to-he http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-announces-new-partner-robert-l.-leslie-to-he#When:14:54:05Z SEATTLE, Washington, May 1, 2012 – On May 1, Oles Morrison Rinker & Baker, LLP, one of the Northwest’s most respected law firms with practice areas in construction, government contracts, business law and commercial litigation, opened an office in the Bay Area of California and welcomed new partner Robert L. Leslie to head the office. The new office will be located at 1901 Harrison Street, Suite 1650, Oakland, California 94612. In addition to its headquarters in Seattle, the firm has an office in Anchorage, Alaska. Rob Leslie is an accomplished Oakland based attorney with over 35 years of experience. Mr. Leslie’s practice focuses on large, complex construction projects and government contract law, primarily in engineering, heavy and underground construction. Previously, Mr. Leslie was a partner with McInerney & Dillon, where he practiced since 1980.Prior to 1980, Mr. Leslie was an officer in the U.S. Army Judge Advocate General's Corps, where he represented the Army in construction and procurement litigation.  From 1969 to 1971, Mr. Leslie was an infantry officer in North Carolina and then with the 101st Airborne Division in Vietnam.“We are pleased to welcome Rob as a partner and as the leader of our first office in California” said Craig Rusk, one of the firm’s managing partners.Since the 1930s, the focus of Oles Morrison’s practice has been on construction, government contracts and public procurement. The firm represents both national and international clients on projects in the United States and abroad. With offices in Washington, Alaska and California attorneys provide timely and cost-effective solutions to the most complex problems.  ###About Oles Morrison Rinker & Baker LLPFounded in 1893, Oles Morrison is one of the Pacific Northwest's oldest and most respected law firms.  Since the 1930s, the focus of our practice has been on construction, government contracts, and public procurement.  We represent both national and international clients on projects in the United States and abroad. From our offices in Washington, Alaska and California, we are able to deploy attorneys who have the experience necessary to provide timely and cost-effective solutions to the most complex problems. Oles Morrison is also able to address the wide range of legal matters that most businesses face: employment, bankruptcy and insolvency, tax and estate planning and business formation. More information is available at www.oles.com. Announcements, 2012-05-01T14:54:05+00:00 http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-announces-plan-to-open-office-in-california http://www.oles.com/news/events/oles-morrison-rinker-baker-llp-announces-plan-to-open-office-in-california#When:20:11:04Z SEATTLE, Washington, April 19, 2012 – On May 1, Oles Morrison Rinker & Baker, LLP, one of the Northwest’s most respected law firms with practice areas in construction, government contracts, business law and commercial litigation, plans to expand its service area by opening an office in the Bay Area of California. The new office will be located at Oakland, California. In addition to its headquarters in Seattle, the firm also has an office in Anchorage, Alaska. Last year, Oles Morrison was honored as a Tier 1 “Best Law Firm” by U.S. News Group and Best Lawyers, the oldest and most respected peer-review publication in the legal profession. It was also named 2011 Associate of the Year by the Associated General Contractors of Alaska, (AGC), the state’s largest construction organization. The firm’s partners are sought-after speakers who address many national and regional trade and business organizations about the law. “We are pleased to be opening our first office in California to serve current clients doing business in the Golden State and to seek new business opportunities there, too,” said Bob Burke, one of the firm’s managing partners. Since the 1930s, the focus of Oles Morrison’s practice has been on construction, government contracts and public procurement. The firm represents both national and international clients on projects in the United States and abroad. With offices in Seattle and Anchorage, attorneys provide timely and cost-effective solutions to the most complex problems.   Oles Morrison, with the assistance of a seasoned team of in-house consultants and paralegals, provides advice on issues arising from requests for proposals and invitations to bid, through protests, requests for equitable adjustments, disputes and terminations.   ###   About Oles Morrison Rinker & Baker LLP Founded in 1893, Oles Morrison is one of the Pacific Northwest's oldest and most respected law firms.  Since the 1930s, the focus of our practice has been on construction, government contracts, and public procurement.  We represent both national and international clients on projects in the United States and abroad. From our offices in Seattle and Anchorage, we are able to deploy attorneys who have the experience necessary to provide timely and cost-effective solutions to the most complex problems. Oles Morrison is also able to address the wide range of legal matters that most businesses face: employment, bankruptcy and insolvency, tax and estate planning and business formation. More information is available at www.oles.com. Announcements, 2012-04-19T20:11:04+00:00 http://www.oles.com/news/events/robert-burke-and-mike-schestopol-to-speak-at-2012-doecaa-spring-conference http://www.oles.com/news/events/robert-burke-and-mike-schestopol-to-speak-at-2012-doecaa-spring-conference#When:22:21:53Z Robert Burke and Mike Schestopol will speak on the Government Contracting Roundtable Panel, Friday April 27 at the Spring 2012 DOECAA conference. For more information visit http://doecaa.org/doecaa_home.htm Announcements, Speaking Engagements, 2012-04-11T22:21:53+00:00 http://www.oles.com/news/events/jim-nagle-to-present-at-aba-forum-on-the-construction-industry-at-2012-annu http://www.oles.com/news/events/jim-nagle-to-present-at-aba-forum-on-the-construction-industry-at-2012-annu#When:16:30:43Z Jim Nagle, head of the Government Contracting practice group at Oles Morrison, will present "Government Contracts - Year in Review" at the Division 10 Breakfast of the ABA Forum on the Construction Industry's annual meeting, April 27th, 2012 in Las Vegas. More information on the ABA Forum on the Construction Industry annual meeting, and registration, can be found here   Announcements, Government Contracts, Speaking Engagements, 2012-04-02T16:30:43+00:00 http://www.oles.com/news/events/renea-saade-to-present-to-nawic-alaska-chapter-on-tips-for-performance-revi http://www.oles.com/news/events/renea-saade-to-present-to-nawic-alaska-chapter-on-tips-for-performance-revi#When:16:54:25Z Employment law attorney Renea Saade will be presenting “Tips for Performance Reviews – From Both The Employer & Employee Perspective” to the National Association of Women in Construction Alaska Chapter on April 9th, 2012 in Anchorage. Announcements, Business & Real Estate, Employment Law, 2012-03-30T16:54:25+00:00 http://www.oles.com/news/events/paul-tonella-for-the-seattle-daily-journal-of-commerce-succession-planning- http://www.oles.com/news/events/paul-tonella-for-the-seattle-daily-journal-of-commerce-succession-planning-#When:13:16:45Z Succession planning begins at the top The process provides an opportunity to review long-term goals and objectives. By PAUL A. TONELLAOles Morrison Rinker & Baker   We should all take heart in the claims that the recession has ended. Now we can get back to planning! And as a local college basketball team learned earlier this month during the NCAA selection process — it is better to be able to control your own fate than depend on someone else’s upset. This generation of owners and employees face the same questions — and the same answers. It is usually through a combination of hard work and planning, along with a little luck, that we succeed. This article addresses the planning part of the equation. You now start planning for the success, and by that I mean planning for the succession, of your construction company. A construction company may be owned entirely by one family (or extended family) or by a combination of insiders and outside third parties. However, most closely held construction companies do not last beyond the initial owners. Very often the death of a key owner results in the sale of the company at a deep discount of its former value. In addition to the drastic consequences of an owner’s premature death, the remaining owners face pressure from key employees for an opportunity to share in the success of the company. These employees may choose to leave the company if not given an opportunity for ownership. A loss of employees to competitors can result in lost clients and the need to recruit and train replacements, all which come at a high cost. Finally, the absence of a succession plan may also be a source of concern with a company’s bonding agent and affect a company’s ability to obtain a favorable bond rating. The succession planning process provides an opportunity to plan for these issues and to review long-term goals and objectives. We encourage companies to use the annual meeting as an opportunity to revisit any succession plans and evaluate their effectiveness. Just like changing the smoke alarm batteries at daylight savings time, this should be a regularly scheduled event.   Reduce conflict The planning process also allows the multiple owners to review their collective and personal needs and recognize and confirm the special talents of the individual owners and potential future owners. The process of formalizing a succession plan may reveal those differences of opinions and potential rivalries that could break out after the sudden passing of an owner. Effective and regular planning has been shown to reduce future conflict. The choice of succession is not limited to an insider transaction. Many exit strategies involve an outright sale of 100 percent ownership to an unrelated third party. Nevertheless, owners need to prepare for the choice of either transitioning ownership via a sale to a third party or to the company insiders. If an owner chooses to transition to insiders there are additional issues relating to the perceptions of each group — the older generation and the younger generation. These perceptions must be understood to allow for a smooth transition. One of the most difficult and sensitive issues is the inability or unwillingness of the majority owners to contemplate the needs of the minority owners or the key employees as opposed to focusing on their own personal and financial desires. A perception that the majority ownership group is bleeding every dollar out of the company can lead to a lawsuit or at the very least bad feelings amongst the owner group critical to the long-term success of the company. Owners should ask themselves the following questions to assist them in determining whether to pursue a transfer of ownership: 1. Is there a transition plan that is open to all capable employees or is control being placed within an elite group? 2. Are funds available either through the company or through borrowing to buy out the retiring or non-performing group so that ownership can be concentrated in the employee group that aligns with the company’s best chance for success? 3. Do the owners have assets outside of the company or are the owners dependent upon the company for their retirement? 4. What are the short- and long-term prospects for the business? Are the business risks and competition increasing or decreasing? 5. What liquidity options are reasonably available?   A successor is the person who will fill the owner’s role upon retirement. Consequently, this individual’s knowledge of the business is critical. For “family” companies, sometimes the best successor can’t be found within the family. If an owner cannot depend upon family members, then the next logical option should be to look inside the company. An owner should try to find an individual at least a generation younger than him or her — promotability is the key quality to look for. Here are some traits to look for: • Service. An owner pleases clients by providing superior service. • Social ability. An owner is liked, respected and followed by others. • Inventiveness. An owner looks for new ways to improve systems and people. • Focus. An owner concentrates on goals. • Loyalty. An owner has a strong allegiance to the company.   How does one choose and cultivate employees? Generally, the higher an employee is in management, the more performance measures lean toward ultimate objectives; the lower in management, the more the focus is on critical or interim objectives. Senior employees are responsible for total return on capital; an estimator may have responsibility only for revenue. Ownership is also more meaningful to employees when they put some of their hard-earned cash on the table. Owners who offer ownership to employees often find that employee investors take an active interest in their company and are more likely to ask questions about financial performance. Investment builds commitment to the company on the part of the employees who become owners. Employee successors often do not have the resources to support a cash purchase, obtain bank financing to fund the purchase and sustain a business downturn. Succession planning can tie up a company’s liquidity. Therefore an analysis of current and projected cash flow is necessary to set value and conditions of any inside purchase. A company should set up a training program for chosen successors. If certain skills are missing from the individual, the company should take steps to educate and train the successor in those areas. Training also involves cross-training of individuals in all aspects of the company business. Estimators should gain experience as project managers. They should also be charged (at appropriate times) with reviewing and assisting in accounting functions, client relations, employee training and company departments. A succession plan starts with the owners, who must provide leadership throughout the process. The employees must be ready to encourage and facilitate an owner’s plan and to give constructive feedback to the owner throughout the process. Together, owners and employees are essential to formulating and executing a successful succession plan. Such a plan will enhance the value of the company and result in a smooth transition of ownership.   Paul A. Tonella is an attorney with the law firm of Oles Morrison Rinker & Baker LLP. He also has a background in accounting and as a kid spent many hot summers in Eastern Washington working for his dad, a contractor. Announcements, Business & Real Estate, Construction, Estate Planning & Probate, 2012-03-29T13:16:45+00:00 http://www.oles.com/news/events/adam-lasky-for-seattle-djc-legislation-could-impact-bidding-on-state-contra http://www.oles.com/news/events/adam-lasky-for-seattle-djc-legislation-could-impact-bidding-on-state-contra#When:13:21:40Z Legislation could impact bidding on state contracts During committee hearings on House Bill 2452, there was a push by some to expand the bill to cover public works construction contracting. By ADAM K. LASKYOles Morrison Rinker & Baker   In 2011, several Washington state agencies heavily involved in public procurement were merged into the newly created Department of Enterprise Services. As part of this merger, DES was tasked with reforming and consolidating the state's procurement practices and policies. The result of DES's efforts is House Bill 2452, which was passed this month by both the House and Senate. It now awaits the governor's signature. As currently drafted, this legislation could have dramatic effects on contractors bidding on state goods and services contracts. The proposed legislation is quite lengthy. However, a few aspects jump out as being of concern to contractors: Debarment Under the proposed legislation, DES has authority to debar a contractor from bidding on all state purchasing contracts for up to three years. The legislation lists a number of bases upon which DES can disbar a contractor. Some are very specific (such as convictions for certain crimes, and federal labor relations act violations), but others appear to give DES nearly unlimited discretion in its reason for disbarring a contractor. For instance, DES may disbar a contractor if they deliberately fail to complete a contract in compliance with the specifications or within the specified time, if they fail to complete performance of a “recent” contract, if they “unsatisfactorily” perform a “recent” contract, or for “any other cause the director determines to be serious and compelling.” Contract award process One of the most important issues with the proposed legislation is the section that covers the contract award process. This section appears to give agencies additional discretion in selecting the winning bid by expanding their authority to determine whether bidders are responsive and responsible. Yet the awarding agency's discretion is still limited by the legislation's requirement that the contract can only be awarded to the “lowest responsive and responsible bidder.” While the legislation purports to allow an agency to consider best value criteria (such as diversity, life-cycle costs, and other non-price criteria) in determining the lowest responsive and responsible bidder, it does not permit an agency to actually award based on a true “best value” analysis, because it still limits award to the lowest bidder deemed responsible and responsive. For example, if two responsible bidders both offer technical proposals that meet the solicitations requirements (i.e., “responsive”), the agency will only be able to award the contract to the contractor offering the lower of the two bid prices. In a true “best value” evaluation, the agency would be able to award the contract to the higher priced bidder, if that bidder's superior technical proposal and experience outweighed the difference in price. As a result, an agency's only way to award on a true “best value” basis will be to disqualify bidders as non-responsive and non-responsible if their bid prices are lower than the bid that the agency feels is the true “best value.” This may lead to agencies improperly disqualifying bids that are responsive and responsible. The legislation also allows agencies to request best and final offers from responsive and responsible bidders, and then to negotiate with only the lowest responsive and responsible bidder in order to determine if the bid may be improved. This permits agencies to induce bidders who are already offering the lowest price to lower their bids even further. Most concerning in this section is the provision giving an agency discretion to reject bids solely on the basis that the bidder failed to perform “satisfactorily” on a previous state contract, particularly since the legislation fails to define what constitutes “satisfactory” performance. Bid protest bonds A protest bond is a bond that a contractor must file as a prerequisite to filing a bid protest, and if the bid protest is rejected then the contracting agency may be able to recover its costs in defending the bid protest (and potentially other damages) from the contractor's protest bond. Only a handful of states allow agencies to require protest bonds, and Washington is not amongst them. However, under the proposed legislation, a Washington state agency would now be allowed to require a contractor post a “protest bond” as a condition to filing a bid protest. The only limitation in the proposed legislation is that agencies must adhere to DES policies regarding the use of protest bonds, but the legislation sets no guidelines or limitations on DES's protest bond policies. This is of particular concern because in the few jurisdictions that currently allow protest bonds there are a number of safeguards that limit the use, amount and applicability of protest bonds. Under the proposed legislation, there is no guarantee that any of these safeguards will be present in Washington. There are several obvious problems that contractors may face as a result of agencies being authorized to require protest bonds. The protest bond requirement could completely deprive contractors of their right to file a bid protest if they lack the bonding capacity necessary to obtain a protest bond, or if they are unable to obtain a protest bond in the few days allotted for filing a protest. Additionally, it may discourage contractors from filing legitimate bid protests out of fear that they could lose the amount of the bond if the agency denies the bid protest. This is particularly true if the agency itself is the one who will decide the protest. By requiring protest bonds, legitimate bid protests will not be filed, and there will be less protection of the public's interest in the competitive bidding process. It is also questionable whether, if enacted, the protest bond requirement would be enforceable under Washington law. In other states, challenges to the protest bond requirement have been met with mixed results. It is also worth noting that the language allowing protest bonds was included in the proposed legislation despite the fact that two-thirds of the relevant comments received in response to DES's procurement review survey were against allowing protest bonds. Although the legislation is only targeted towards goods and services contracts, construction contractors should be equally concerned. During the committee hearings on House Bill 2452, there was a push by some to expand the bill to cover public works construction contracting. While the current bill was not amended to cover to public works contracts, it appears inevitable that similar legislation to cover public works contracting will not be far behind. Adam Lasky is an attorney in the Seattle office of Oles Morrison Rinker & Baker. His practice focuses on construction litigation and government contracts.     Announcements, Construction, Government Contracts, 2012-03-01T13:21:40+00:00