¶ 1. This case calls upon the court to interpret once again the Wisconsin Public Records Law.1 The duties of government authorities under the Public Records Law are of substantial and continuing interest.
¶ 2. We are reviewing a published decision of the court of appeals that reversed a judgment of the Circuit Court for Juneau County, Charles A. Pollex, Judge.2 The circuit court dismissed the complaint of the Juneau County Star-Times and George Althoff (collectively, the Star-Times) seeking relief pursuant to the Public Records Law against Juneau County and Kathleen Kobylski (collectively, the County).3 The court of appeals reversed the judgment of the circuit court. We affirm the decision of the court of appeals.
¶ 3. The genesis of the present case is litigation against the County relating to an employee of the Juneau County Sheriffs Department. The County's *126defense was conducted by the Crivello Carlson law firm (the law firm), which was retained to represent the County by the County's insurance company, Wisconsin County Mutual Insurance Corporation (the insurance company).
¶ 4. The County and the insurance company are parties to a contract, namely the Public Entity Liability Policy (the liability insurance policy), which the County procured from the insurance company. The liability insurance policy provides that the insurance company shall defend the County for covered occurrences; shall pay sums that the County becomes legally obligated to pay as damages as a result of a covered occurrence; and shall also pay attorney fees and related costs in defending against a claim.4 The liability insurance policy also provides that the County shall cooperate with the insurance company (and therefore with counsel retained by the insurance company) in preparing the County's defense.
*127¶ 5. Pursuant to the liability insurance policy, the insurance company retained the law firm to represent the County. The County accepted the law firm's representation pursuant to the liability insurance policy and worked with the law firm in preparing the County's defense. Thus, an attorney-client relationship was created between the law firm and the County pursuant to the liability insurance policy. Representatives of the County, including corporation counsel, consulted directly with the law firm with regard to the litigation.
¶ 6. The law firm prepared and sent to the insurance company invoices (itemized bills) for its legal services rendered pursuant to the liability insurance policy in the defense of the County. Relying on the Public Records Law, the Star-Times sought access to these invoices.
¶ 7. The parties dispute whether the invoices generated by the law firm fall within Wis. Stat. § 19.36(3) of the Public Records Law, the "contractors' records" provision. Section 19.36(3) requires an authority (as defined in the Public Records Law) to "make available for inspection and copying . .. any record produced or collected under a contract entered into by the authority .. . to the same extent as if the record were maintained by the authority."5
¶ 8. The circuit court concluded that Wis. Stat. § 19.36(3) does not apply to the invoices because the County had not contracted with the insurance company "for purposes of collecting and maintaining the infor*128mation" that the Star-Times was seeking. According to the circuit court, the invoices were produced by the law firm for the insurance company under the insurance company's agreement with the law firm, not under the insurance company's liability insurance policy with the County. The circuit court further concluded that even if § 19.36(3) applied, the invoices were properly redacted to protect the attorney-client privilege.6
¶ 9. The court of appeals reversed the judgment of the circuit court and remanded the matter to the circuit court, ordering the County to make available unredacted copies of the invoices to the Star-Times. The court of appeals concluded: (1) Wis. Stat. § 19.36(3) applies to the invoices as records collected by the insurance company under its liability insurance policy with the County; and (2) the County failed to point to evidence sufficient to survive summary judgment on the question whether its redactions qualify as privileged attorney-client information.7
*129¶ 10. We affirm the decision of the court of appeals. We use somewhat different reasoning, however. We too conclude that the invoices are contractors' records under Wis. Stat. § 19.36(3).8 Our decision is based on the tripartite relationship of the County, the insurance company and the law firm, all arising from the liability insurance policy.
¶ 11. The tripartite relationship arising from the liability insurance policy is as follows:
(1) The liability insurance policy is the basis of a contractual relationship between the County and the insurance company: The insurance company agrees in the liability insurance policy to pay damages the County owes and to pay attorney fees incurred for the County's defense.
(2) The liability insurance policy is the basis of a contractual relationship between the insurance company and the law firm: The insurance company retains the law firm, pursuant to the liability insurance policy, to represent the County and agrees to pay the attorney fees. The law firm that accepts the assignment undertakes the County's representation in accordance with the liability insurance policy.
(3) The liability insurance policy is the basis of a contractual relationship between the law firm and the County: Pursuant to the liability insurance policy, the law firm retained by the insurance company enters into a contractual attorney-client (agency) relationship with the County.
*130¶ 12. The liability insurance policy thus is the basis for contractual relationships between the County and the insurance company, as well as between the insurance company and the law firm, and the law firm and the County.
¶ 13. The invoices — the billings for the law firm's legal work performed as the County's defense counsel and the insurance company's retained counsel — were produced or collected in the course of the law firm's representation of the County and the insurance company under the liability insurance policy between the County and the insurance company. Because the liability insurance policy is the basis for the tripartite relationship between the County, the insurance company, and the law firm, and is the basis for an attorney-client relationship between the law firm and the County, we conclude that the invoices were produced or collected during the course of the law firm's representation of the County and the insurance company pursuant to the liability insurance policy; the liability insurance policy is a contract entered into by the County and the insurance company. Thus, the requirements of Wis. Stat. § 19.36(3) have been met and § 19.36(3) governs the accessibility of the invoices.
¶ 14. We do not address the question whether the circuit court's approved redactions of the invoices were proper. This issue is not before the court. The County did not seek review of the issue of redaction, explaining in its petition for review that it sought review only of the issue whether the invoices are subject to the Public Records Law.9 The Order of this court accepting review in the instant case provided that the County "may not raise or argue issues not set forth in the petition for *131review unless otherwise ordered by the court." The County repeated its position at oral argument that the invoices in question did not contain any confidential work product or attorney-client privileged information that had to be redacted.
¶ 15. The propriety of the redaction was not briefed or argued in this court. Our ruling in the present case does not alter the rules governing confidentiality, attorney-client privilege, or lawyers' work product, or any other rules protecting against disclosure. No issue has been raised with regard to these rules. We therefore do not decide which court — the circuit court or the court of appeals — reached the correct result regarding redaction of the invoices.
¶ 16. Accordingly, we affirm the decision of the court of appeals remanding the matter to the circuit court to order the County to provide unredacted copies of the invoices to the Star-Times.
I
¶ 17. The facts of this case are undisputed. The County procured a Public Entity Liability Policy (the liability insurance policy) from Wisconsin County Mutual Insurance Company (the insurance company).
¶ 18. Pursuant to the terms of the liability insurance policy, the insurance company retained the Crivello Carlson law firm to represent it, Juneau County Sheriff Brent H. Oleson, and the County in matters involving the County as defendant in proceedings related to Jeremy Haske, a former deputy sheriff. The law firm performed services on the Haske matter in which the County was a defendant and sent invoices for this work directly to the insurance company. The insurance *132company paid the law firm on the basis of the invoices. Neither the law firm nor the insurance company sent any invoices to the County.
¶ 19. The liability insurance policy is silent about whether the County has any right to any records, including access to invoices arising from the law firm's defense of the County. No written contract between the law firm and the insurance company for this legal work is in the record. The record does not reveal what kind of invoices, if any, the insurance company sought from the law firm.
¶ 20. On February 7, 2010, Peter Rebhahn, a reporter with the Star-Times, sent a letter to Kathleen Kobylski, the Juneau County Clerk, requesting access to any legal bills from the law firm submitted to the insurance company for services rendered as counsel to the County in the Haske matters.10
¶ 21. Three days later, on February 10, 2010, after conferring with Juneau County Corporation Counsel David Lasker, Attorney Michele Ford of the law firm provided redacted invoices related to the Haske matters to Mr. Rebhahn. Attorney Ford's letter explained that "[t]he invoices have been redacted to exclude information that is privileged by statute and common law." Attorney Ford also sent the redacted invoices to the County, along with a copy of the letter to Mr. Rebhahn.
¶ 22. On February 16, 2010, George Althoff, the Star-Times Publisher, sent a follow-up letter to County Clerk Kobylski, renewing the newspaper's request for *133records, asserting that the February 10 response from the law firm ignored the original request. Clerk Kobylski responded by letter on February 17, 2010, explaining that all redacted content in the legal invoices is privileged under applicable law and refusing to provide anything further.
¶ 23. The Star-Times then filed an action for mandamus and declaratory relief against the County on March 9, 2010, seeking disclosure of the redacted portions of the legal invoices. The County answered the complaint, denying all claims. The parties filed cross-motions for summary judgment.
¶ 24. On August 26, 2010, the circuit court granted the summary judgment motion in favor of the County. On appeal by the Star-Times, the court of appeals ruled in favor of the Star-Times.
II
¶ 25. This case involves the interpretation and application of the Public Records Law to undisputed facts, presenting a question of law that this court determines independently while benefitting from the analyses of both the circuit court and the court of appeals.11
*134¶ 26. We shall in the instant case, as in prior cases, examine numerous sources in interpreting and applying the Public Records Law, including the text and context of relevant provisions, the interpretation proffered by the Attorney General, the legislature's Declaration of Policy in Wis. Stat. § 19.31, and interpretations of the relevant statutory provisions in prior cases.12
Ill
¶ 27. We turn first to the text of Wis. Stat. § 19.36(3), the contractors' records provision. The general rule is that a record under the Public Records Law is a record created or kept by an authority. Wis. Stat. § 19.32(2).13 The contractors' records provision provides that even if a record is not created by or kept by an authority, the record is subject to the Public Records Law if it is "produced or collected under a contract entered into by the authority with a person other than an authority to the same extent as if the record were maintained by the authority" The contractors' records provision is designed to prevent a government entity from evading its responsibilities under the Public *135Records Law by shifting a record's creation or custody to an agent.14
¶ 28. Section 19.36(3) reads as follows:
Contractors' Records. Subject to sub. (12), each authority shall make available for inspection and copying under s. 19.35(1) any record produced or collected under a contract entered into by the authority with a person other than an authority to the same extent as if the record were maintained by the authority. This subsection does not apply to the inspection or copying of a record under s. 19.35(l)(am).
¶ 29. No one disputes that the County is an authority as defined in the Public Records Law.15 No one disputes that the liability insurance policy is "a contract entered into by" the County with the insurance company, and no one disputes that the insurance company is not an authority.
¶ 30. The dispute revolves around whether the invoices prepared by the law firm that contracted with the insurance company to furnish legal services to the County were produced or collected under the liability insurance policy, a contract between the County and the insurance company.
¶ 31. To resolve the dispute we must explore the meaning of the key words in Wis. Stat. § 19.36(3) governing the present dispute: "produced," "collected," and "under." Three different approaches have been presented to the court.
¶ 32. The circuit court focused on the word "produced" and concluded that the invoices were not produced under a contract between the County and the *136insurance company. The County agrees with this position and argues here that no separate contract exists between the County and the law firm retained by the insurance company.
¶ 33. The word "produce" has numerous definitions: to bring forth; to yield; to create by intellectual or physical effort; to make; to generate; to manufacture; to cause to occur or exist; to give rise to or to happen; to form or shape.
¶ 34. The court of appeals focused on the word "collected" and concluded that the invoices were "collected" under a contract between the County and the insurance company. The court of appeals reasoned that the insurance company's mandatory obligation under the liability insurance policy to defend the County will necessarily result in the insurance company's collecting some form of invoice from the law firm.16 The court of appeals rejected the County's argument that the invoices were collected under whatever agreement existed between the insurance company and the law firm, not the contract between the County and the insurance company.17
¶ 35. The word "collect" also has numerous definitions: to gather; to bring together in a group or mass; to receive, gather, or exact from a number of persons or other sources.
*137¶ 36. In contrast, the Department of Justice focuses its nonparty brief on the word "under" in the statutory phrase "collected or produced under a contract."18 The Department examines dictionary definitions of the word "under" (along with other materials) and concludes that "the § 19.36(3) language 'record produced or collected under a contract' means records produced or collected as required by or as obligated by a contract" (emphasis added).
¶ 37. The Department substitutes the words "as required by or obligated by" for the word "under." But other substitutes for the word "under" exist that have different connotations than "required by" or "obligated by." "Under," in reference to a contract, may be used to *138mean in accordance with, pursuant to, in compliance with, in carrying out, subject to, or because of a contract.
¶ 38. The Department claims its interpretation of Wis. Stat. § 19.36(3) is supported by the history of the statute. The Department rests its interpretation of § 19.36(3) on a slim reed of unexplained changes to the draft as it worked its way through the legislature before the final language was enacted. When first proposed, the statute included language that in part defined a contractor's record as one "used in connection with the performance" of contractual services. The Department argues that removal of this language from the final bill indicates that the legislature intended to narrow the scope of the provision. There are, however, many possible reasons why particular language may fall by the wayside before a bill becomes a law, and the failure of the legislature to enact particular language has limited persuasive value.19
¶ 39. Applying its interpretation of Wis. Stat. § 19.36(3) to the present case, the Department concludes that the production or collection of invoices was not required by the liability insurance policy; rather, the invoices were the product of an agreement between the insurance company and the law firm.
¶ 40. This interpretation and application of Wis. Stat. § 19.36(3) is very narrow. It seems contrary to the legislature's directive that it is the public policy of the state that all persons are entitled to the greatest *139possible information regarding the affairs of government and the official acts of those officers and employees who represent them. Wis. Stat. § 19.31. We shall return to the public policy argument later. Moreover, this reading of § 19.36(3) may permit an authority and contractor to draft a contract to evade Wis. Stat. § 19.36(3) by delegating a record's creation and custody to an agent.20
¶ 41. Like the circuit court, the court of appeals, and the Department of Justice, we explore the meaning and application of the key words in Wis. Stat. § 19.36(3) governing the present dispute: "produced," "collected," and "under." These words are not technical or specialized words. They are words with commonly understood meanings, as we described above, that should be used in interpreting and applying the Public Records Law.21 The statutory text is constant, but each of these words may have a different meaning and application depending on the fact situation.
¶ 42. The meaning of these words used separately and together in Wis. Stat. § 19.36(3) must be found in *140their context. Context usually refers to the relationship of the words at issue to other provisions in the statute or to other statutes. Context can also mean the factual setting in which the words are to be applied.22 The implication of each of these words in § 19.36(3) may vary somewhat according to the circumstances in which § 19.36 is applied. The circumstances to which these statutory words apply are myriad.
¶ 43. We therefore interpret and apply the statute and the words "collected," "produced," and "under" in Wis. Stat. § 19.36(3), in their commonly understood meanings, in the context of the factual setting of the present case. The factual setting here is the tripartite relationship of the County, the insurance company, and the law firm based on the liability insurance policy.
¶ 44. The instant case presents the classic tripartite relationship between an insured, an insurance company, and a law firm retained by the insurance company to represent the insured. We have described this tripartite relationship previously. The liability insurance policy is the basis of a contractual relationship between the County and the insurance company. It is the basis of a contractual relationship between the insurance company and the law firm. It is the basis of a contractual attorney-client (agency) relationship between the law firm and the County.
¶ 45. When an insurance company retains a law firm to defend an insured in an action, it does so pursuant to the liability insurance policy. The insur*141anee company's retention of a law firm to represent the insured (here the County) and the insured's (the County's) acceptance of the representation pursuant to the liability insurance policy create an attorney-client relationship between retained counsel (the law firm) and the insured (the County).23
¶ 46. The law firm has duties owing to both the insurance company and the insured pursuant to the liability insurance policy.24 And the insurance company and insured have duties owing to the law firm pursuant to the liability insurance policy.
¶ 47. The insured is required under the liability insurance policy to assist the insurance company (and the law firm that the insurance company retains). In the instant case representatives of the County, includ*142ing corporation counsel, consulted directly with the law firm with regard to the litigation, pursuant to the liability insurance policy.25
¶ 48. The tripartite relationship in the context of an insurance policy is unique.26 "These relationships among a liability insurer, its insured, and the attorney chosen by the insurer to represent the insured are sui generis."27 Insurance defense counsel are generally recognized as having two clients in any given case: the insurer and the insured.28 This situation is unique *143because a party is not ordinarily represented by counsel selected and paid for by a third party whose interests may not be the same as those of the individual or entity the attorney was hired to represent.
¶ 49. The tripartite relationship in the present case is different from the typical relationships contemplated by Wis. Stat. § 19.36(3) between an authority, a contractor and a subcontractor of the contractor. The County in the present case has a direct contractual relationship with the law firm pursuant to the liability insurance policy. The County and the law firm have an attorney-client relationship formed pursuant to the liability insurance policy.
¶ 50. The County attempts to characterize the law firm as contracting solely with the insurance company and thus as a subcontractor of the insurance company. In the ordinary business relationship between an authority, a contractor, and a subcontractor of the contractor, the authority does not have a direct contractual relationship with the subcontractor; the subcontractor is not an agent of the authority; and the authority does not work directly with the subcontractor. The tripartite relationship in the liability insurance policy context differs in each of these respects from the authority/contractor/subcontractor situation.
*144¶ 51. We consider the unique tripartite relationship in the present case and conclude that the contractors' records provision applies to the invoices in the insurance policy context. To say that the invoices sought by the Star-Times are private records produced and collected pursuant to the private contractual relationship between the insurance company and the law firm ignores the unique, direct attorney-client agency relationship between the County and the law firm in the present case based on the liability insurance policy.
¶ 52. The invoices relating to the County's defense in the Haske matters were generated (that is, "produced or collected," according to the common usage of these words), pursuant to (that is, "under," according to the common usage of this word) the liability insurance policy between the County and the insurance company, which established a contractual, attorney-client relationship between the law firm and the County. To characterize the invoices as solely private records under an agreement between the insurance company and the law firm is to turn a blind eye to the realities of the relationship between the County, the insurance company, and the law firm in the present case.
¶ 53. With regard to the significance of the County's attorney-client relationship with the law firm for purposes of Wis. Stat. § 19.36(3), Journal/Sentinel, Inc. v. School Board of Shorewood, 186 Wis. 2d 443, 521 N.W.2d 165 (Ct. App. 1994), is instructive, although the fact situation differs from that in the present case. In Journal/Sentinel, the court of appeals explicitly relied on the authority's attorney-client relationship to mandate the production of a document kept by the attorney.
¶ 54. The attorney in Journal/Sentinel was hired by the school board and prepared a memorandum of understanding reciting the terms of a settlement with *145the school district's former superintendent. The school board refused to produce the memorandum, arguing that the document was created by and kept by the attorney, not the school board, and therefore was not a record under the Public Records Law. The school board also argued that Wis. Stat. § 19.36(3) does not apply because the attorney's contract with the board was to provide legal services, not a memorandum of understanding.29
¶ 55. The Journal/Sentinel court quickly shelved these arguments and concluded that a public body may not avoid the public access mandated by the Public Records Law by delegating both record creation and custody to an agent.30 The court of appeals reasoned that the document was produced during the course of the attorney's representation of the school board and is a contractor's record subject to disclosure under Wis. Stat. § 19.36(3) of the Public Records Law.
¶ 56. The facts in the present case differ from those in Journal/Sentinel. In the Journal/Sentinel case, the authority (the school board) contracted directly with the attorney for legal services. In the present case, the insurance company, not the County, contracted with the law firm to provide legal services for the County. Nevertheless, by procuring the liability insurance policy and by allowing the insurance company to retain counsel for it, the County in the present case has in effect contracted with the law firm for legal services and *146has created an attorney-client relationship with the law firm similar to the relationship that would have been created had the County and the law firm contracted directly. JournallSentinel teaches that when a public authority contracts for legal services, a record created and kept by the attorney may be subject to the Public Records Law.
¶ 57. Because the liability insurance policy is the basis for the tripartite relationship between the County, the insurance company, and the law firm and is the basis for an attorney-client relationship between the law firm and the County, we conclude that the invoices that were produced or collected during the course of the law firm's representation of the County pursuant to the liability insurance policy come under the liability insurance policy. Wisconsin Stat. § 19.36(3) therefor governs the accessibility of the invoices.
¶ 58. We consider now the Department of Justice's contention that public policy does not support such an interpretation of Wis. Stat. § 19.36(3). The Department asserts that its narrower interpretation advances the public policy of facilitating oversight of public entities while protecting the private financial relationship between the insurance company and the law firm, a private relationship that is not a legitimate matter of public interest.
¶ 59. To evaluate the Department's argument that allowing access to the invoices does not comport with the public policy underlying the Public Records Law, we examine the legislature's declaration of policy in Wis. Stat. § 19.31.
¶ 60. The court has recognized that the legislature's "statement of public policy in [Wis. Stat.] *147§ 19.31 is one of the strongest declarations of policy to be found in the Wisconsin statutes."31
¶ 61. The legislature has instructed that the Public Records Law be construed "with a presumption of complete public access, consistent with the conduct of governmental business. The denial of public access generally is contrary to the public interest, and only in an exceptional case may access be denied."32
¶ 62. The Department of Justice argues that the legislatively established public policy does not apply to the instant case because the invoices are private records generated by a private entity and delivered to a private entity and do not relate to the affairs of government. The Department claims that other records subject to the Public Records Law are available for oversight in the present case and that the requesters have not explained why members of the public need the invoices from a private law firm and a private insurance company to exercise meaningful oversight of Deputy Haske's conduct, costs, or the County's legal liability *148coverage.33 That a requester may seek other records does not, however, prohibit a requester from seeking these records if they are accessible under Wis. Stat. § 19.36(3).
¶ 63. The Star-Times argues persuasively that its position comports with the public policy embodied in the Public Records Law. It points out that if Wis. Stat. § 19.36(3) does not apply to the invoices, it will not apply to other documents produced by the law firm while defending the County under the insurance policy, such as a memorandum of understanding or a settlement agreement the law firm negotiates.
¶ 64. The invoices were produced by the law firm during its representation of the County based on the liability insurance policy. The invoices therefore have a clear connection to the County's attorney-client relationship with the law firm and the liability insurance policy.
*149¶ 65. Accordingly, we conclude that access to the invoices in the present case comes within the text of Wis. Stat. § 19.36(3) and is consistent with the legislative policy of "making available those documents whose contents are related to the affairs of government, to the official acts of officers and employees, and to 'the conduct of governmental business.' "34
IV
¶ 66. Finally, we turn to prior court interpretations of Wis. Stat. § 19.36(3) to determine whether our interpretation and application of Wis. Stat. § 19.36(3) in the present case comport with the case law. It is important to acknowledge, as do the parties and the amici, that none of the prior cases is directly on point. We agree with the Department of Justice that "[t]he attorney invoices at issue in the present case fall somewhere between" the published decisions.
¶ 67. Each published decision presents a different fact situation, and none addresses the tripartite attorney-client relationship relevant here. Still, an examination of the case law demonstrates that our holding is consistent with the principles set forth in the prior cases.
¶ 68. We recently discussed Wis. Stat. § 19.36(3) in WIREdata, Inc. v. Village of Sussex, 2008 WI 69, 310 Wis. 2d 397, ¶¶ 79-89, 751 N.W.2d 736, in deciding whether an authority may direct a requester to seek records about property assessments from an independent contractor assessor. In WIREdata, the authority *150contracted directly with an independent contractor to complete property assessments, and the contractor maintained the records.
¶ 69. The WIREdata court concluded that municipalities could not avoid liability under the Public Records Law by contracting with independent contractor assessors for the collection, maintenance, and custody of property assessment records.35 The court concluded that the property assessment records collected and kept by the independent contractor assessors were within the scope of the contract between the authority and the assessor and were therefore records within the purview of the contractors' records provision in Wis. Stat. § 19.36(3).
¶ 70. The present case is consistent with the principles that guided the WIREdata decision. In the present case, unlike in the WIREdata case, the authority (the County) did not contract directly with the independent contractor (the law firm) who maintained the invoices. We have concluded in the present case, however, that the County had a contractual relationship (attorney-client) with the law firm based on the liability insurance policy, a contract between the County and the insurance company. Furthermore, pursuant to the liability insurance policy between the County and the insurance company, there was substantial direct interaction between the County and the law firm; both the law firm and the County had obligations to each other pursuant to the liability insurance policy regarding the conduct of the litigation and apparently both met their obligations. Thus, here as in WIREdata, the records requested were produced or collected under *151a contract between the authority and the contractor. The invoices are therefore subject to Wis. Stat. § 19.36(3).
¶ 71. The court of appeals has addressed Wis. Stat. § 19.36(3) in Journal/Sentinel (which we have discussed previously) and again in Machotka v. Village of West Salem, 2000 WI App 43, 233 Wis. 2d 106, 607 N.W.2d 319, and Building & Construction Trades Council v. Waunakee Community School District, 221 Wis. 2d 575, 585 N.W.2d 726 (Ct. App. 1998). Our ruling in the present case is consistent with both cases.
¶ 72. In Machotka, the Village of West Salem had sold municipal bonds to Robert W Baird & Company, which then sold the bonds to investors. The issue before the court of appeals was whether the contractors' records provision required the Village to provide a record requester with the names of the ultimate purchasers of the municipal bonds. The contract between West Salem and Baird did not provide that the Village would learn the identities of the ultimate bond purchasers, and it was not standard industry practice to reveal those names.36
¶ 73. The court of appeals concluded that Baird's record of sales to ultimate investors was not a record produced or collected under Baird's contract with the Village. Baird contracted with the Village only to underwrite the bond issue, and anything else it did — such as its sale of the bonds to others — "was undertaken for Baird's own purposes and its own benefit, not the Village's."37 The records Baird kept of its sale of the Village's bonds to investors were kept for its own purposes, and were not in any way part of the contract *152with the Village. The records sought were created after Baird's contractual obligations to the Village were completed.38
¶ 74. In contrast, in the present case the insurance company's contractual obligation to the County was to pay the County's attorney fees. The invoices at issue were produced by the law firm pursuant to its work for its clients, the County and the insurance company, under the liability insurance policy. Inasmuch as the invoices at issue in the present case were produced or collected pursuant to the contract between the authority (the County) and the contractor (the insurance company), they are subject to Wis. Stat. § 19.36(3).
¶ 75. The court of appeals also addressed Wis. Stat. § 19.36(3) in Building & Construction Trades Council v. Waunakee Community School District, 221 Wis. 2d 575, 585 N.W.2d 726 (Ct. App. 1998), in which the school district entered into a construction contract with a general contractor who in turn entered into contracts with subcontractors to perform certain work on a school construction project. The issue before the court of appeals was whether the Public Records Law, Wis. Stat. § 19.36(3), considered in light of the prevailing wage law, § 66.293, required the school district to obtain payroll records from the subcontractors and provide them to a record requester.
¶ 76. More specifically, the question presented was whether Wis. Stat. § 19.36(3) was applicable when the subcontractors' records sought were not produced or collected under the school district's contract with the contractor, but rather were produced entirely under *153other contracts, namely the contracts between the contractor and the subcontractors, to which the school district was not a party.
¶ 77. For Wis. Stat. § 19.36(3) to apply, the court of appeals required the records requester to provide the court with authority that would "bridge the gap" between the requirement in Wis. Stat. § 19.36(3) that the school district disclose records produced or collected under its contract with the contractor and the fact that the payroll records requested were the internal records of two entities that had entered into subcontracts with the contractor — subcontracts to which the school district was not a party.
¶ 78. After careful and detailed analysis of the prevailing wage laws that govern payroll records and the enforcement methods of the wage laws, the court of appeals concluded that the wage laws regarding monitoring the prevailing wage rates and hours of work for employees of private employers working on public works projects did not "bridge the gap." The court of appeals ruled that for numerous reasons, the prevailing wage laws did not render the payroll records of the subcontractors within the purview of the contract between the school district and the contractor or the public policy of the Public Records Law.
¶ 79. The County argues that there is a gap between the requirement in Wis. Stat. § 19.36(3) that the County disclose records produced or collected under its contract with the insurance company (the liability insurance policy) and the fact that the invoices requested were records generated and submitted by the law firm to the insurance company on the basis of the contract between the law firm and the insurance company. We conclude that there is no gap in the present case. The invoices were generated and submitted as a *154result of the tripartite relationship of the County, insurance company and law firm pursuant to the liability insurance policy. The liability insurance policy is a contract between the County and the insurance company. We thus conclude that our ruling today comports with the Building & Construction Trades case.
‡ H* ‡ ‡
¶ 80. In sum, we affirm the decision of the court of appeals. We use somewhat different reasoning, however. We too conclude that the invoices are contractors' records under Wis. Stat. § 19.36(3). Our decision is based on the tripartite relationship of the County, the insurance company, and the law firm, all arising from the liability insurance policy.
¶ 81. The tripartite relationship arising from the liability insurance policy is as follows:
(1) The liability insurance policy is the basis of a contractual relationship between the County and the insurance company: The insurance company agrees in the liability insurance policy to pay damages the County owes and to pay attorney fees incurred for the County's defense.
(2) The liability insurance policy is the basis of a contractual relationship between the insurance company and the law firm: The insurance company retains the law firm, pursuant to the liability insurance policy, to represent the County and agrees to pay the attorney fees. The law firm that accepts the assignment undertakes the County's representation in accordance with the liability insurance policy.
(3) The liability insurance policy is the basis of a contractual relationship between the law firm and the County: Pursuant to the liability insurance policy, the law firm retained by the insurance company enters into *155a contractual attorney-client (agency) relationship with the County.
¶ 82. The liability insurance policy thus is the basis for contractual relationships between the County and the insurance company, as well as between the insurance company and the law firm, and the law firm and the County.
¶ 83. The invoices — the billings for the law firm's legal work performed as the County's defense counsel and the insurance company's retained counsel — were produced or collected in the course of the law firm's representation of the County and the insurance company under the liability insurance policy between the County and the insurance company. Because the liability insurance policy is the basis for the tripartite relationship between the County, the insurance company, and the law firm, and is the basis for an attorney-client relationship between the law firm and the County, we conclude that the invoices were produced or collected during the course of the law firm's representation of the County and the insurance company pursuant to the liability insurance policy; the liability insurance policy is a contract entered into by the County and the insurance company. Thus, the requirements of Wis. Stat. § 19.36(3) have been met and § 19.36(3) governs the accessibility of the invoices.
¶ 84. We affirm the decision of the court of appeals and remand the proceeding to the circuit court to order the County to make available to the Star-Times unredacted copies of the invoices.
By the Court. — The decision of the court of appeals is affirmed.
For purposes of this opinion, we refer to Wis. Stat. §§ 19.31-.39 (2009-10) as the Public Records Law, although these provisions are sometimes referred to as the "Open Records Law." Retention and preservation of documents, addressed at Wis. Stat. §§ 16.61-.62, and also sometimes referred to as the "Public Records Law," is not involved in the instant case.
All references to the Wisconsin Statutes are to the 2009-10 version unless otherwise indicated.
Juneau County Star-Times v. Juneau County, 2011 WI App 150, 337 Wis. 2d 710, 807 N.W.2d 655.
George Althoff is the publisher of the Juneau County Star-Times. Kathleen Kobylski is the Juneau County Clerk.
The liability insurance policy provides, in relevant part:
We [County Mutual] have the right and duty to defend any suit against the insured seeking monetary damages on account of bodily injury, personal injury, property damage or errors and omissions or any combination thereof, but:
1. The amount we will pay for damages is limited as described in Section IV - Limits of Insurance;
2. We may, at our discretion, investigate any occurrence and settle any claim or suit that may result even if the settlement amount is exclusively within the insured's deductible, and
3. Our right and duty to defend end when we have used up the Limit of Insurance in the payment of judgments or settlements under Coverages A, B or C. This applies to both claims and suits pending at that time and those filed thereafter.
Defense costs are payable in addition to the policy limit after any applicable deductible has been exhausted.
(Emphasis in original.)
Wisconsin Stat. § 19.36(3) reads in full as follows:
Contractors' records. Subject to sub. (12), each authority shall make available for inspection and copying under s. 19.35(1) any record produced or collected under a contract entered into by the authority with a person other than an authority to the same extent as if the record were maintained by the authority. This subsection does not apply to the inspection or copying of a record under s. 19.35(l)(am).
The circuit court reasoned:
1. The legal invoices are not records under Wis. Stat. § 19.32(2) because they were neither created by nor kept by the County.
2. The legal invoices are not contractors' records under Wis. Stat. § 19.36(3) because the invoices were generated under an apparent agreement or contract between the County's insurer and the Crivello Carlson law firm, to which the County was not a party.
3. The County did not waive its right to argue that the legal invoices were not records or contractors' records by failing to assert that in its initial response to the Star-Times request.
4. Even if the invoices were subject to a Public Records request, the invoices do contain detailed descriptions of the nature of the legal services rendered to Juneau County and are protected by attorney-client privilege.
Star-Times, 337 Wis. 2d 710, ¶ 2.
In light of our holding, we need not and do not address whether the invoices should be viewed as records under Wis. Stat. § 19.32(2) and whether the County has waived its argument that the invoices are not records.
County's Petition for Review at 10.
The letter specifically asked for "access to bills submitted for payment to Juneau County's insurer, the Wisconsin County Mutual Insurance Corp., by Michele Ford, or submitted by her law firm, Crivello Carlson, for services Attorney Ford rendered as counsel to Juneau County Sheriff Brent Oleson in the years 2008, 2009 and 2010."
Milwaukee Journal Sentinel v. City of Milwaukee, 2012 WI 65, ¶ 17, 341 Wis. 2d 607, 815 N.W.2d 367 (Abrahamson, C.J., lead op.).
At the circuit court, each party filed a motion for summary judgment. We review a circuit court's grant or denial of a summary judgment motion independently of either the circuit court or the court of appeals. We apply the same methodology and benefit from their analyses. WIREdata v. Village of Sussex, 2008 WI 69, ¶ 44, 310 Wis. 2d 397, 751 N.W.2d 736. Summary *134judgment is appropriate when there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. The facts in the present case are undisputed. There are no competing reasonable inferences preventing summary judgment on the question of law whether Wis. Stat. § 19.36(3) applies to the invoices.
Milwaukee Journal Sentinel, 341 Wis. 2d 607, ¶ 18 (Abrahamson, C.J., lead op.); Schill v. Wis. Rapids Sch. Dist., 2010 WI 86, ¶ 21, 327 Wis. 2d 572, 786 N.W.2d 177 (Abrahamson, C.J., lead op.).
Machotka v. Village of West Salem, 2000 WI App 43, ¶ 6, 233 Wis. 2d 106, 607 N.W.2d 319.
Machotka, 233 Wis. 2d 106, ¶ 8.
See Wis. Stat. § 19.32(1).
Star-Times, 337 Wis. 2d 710, ¶ 17.
The Wisconsin Freedom of Information Council, the Wisconsin Newspaper Association, and the Wisconsin Broadcasters Association submitted a nonparty brief supporting the position of the court of appeals and the Star-Times. The brief argued that the contractors' records provision precludes government from performing an "end run" around the Public Records Law by contracting away the public's access to information.
The Department of Justice plays a special role in the Public Records Law. The legislature has accorded the Attorney General, who supervises and directs the Department of Justice, special significance in interpreting the Public Records Law. The legislature has specifically authorized the Attorney General to advise any person about the applicability of the law. Wis. Stat. § 19.39. The Attorney General has not issued a formal or informal opinion letter or other document regarding the issue presented in the instant case. Rather, the Department of Justice has filed a nonparty brief expressing its view. The Attorney General's opinion, advice, and brief are not binding on this court, but we may give them persuasive effect. Milwaukee Journal Sentinel, 341 Wis. 2d 607, ¶ 41 (Abrahamson, C.J., lead op.).
The Department of Justice is critical of the court of appeals' interpretation of Wis. Stat. § 19.36(3) as defining "under" too broadly and in effect allowing release of all records connected to the subject matter of any contract between an authority and its contractor. The County agrees with the Department, arguing that the court of appeals effectively transforms private records into public records, an unwarranted intrusion into the affairs of the private entity.
Mead Corp. v. Tilley, 490 U.S. 714, 723 (1989) ("We do not attach decisive significance to the unexplained disappearance of one word from an unenacted bill because 'mute intermediate legislative maneuvers' are not reliable indicators of congressional intent.") (quoting Trailmobile Co. v. Whirls, 331 U.S. 40, 61 (1947)).
See Journal/Sentinel, Inc. v. School Bd. of Shorewood, 186 Wis. 2d 443, 452-53, 521 N.W.2d 165 (Ct. App. 1994) (the purpose of the contractors' records provision is to prevent an authority from evading its responsibilities under the Public Records Law by delegating a record's creation and custody to an agent).
Wisconsin Stat. § 990.01(1) provides as follows:
Construction of laws; words and phrases. In the construction of Wisconsin laws the words and phrases which follow shall be construed as indicated unless such construction would produce a result inconsistent with the manifest intent of the legislature:
(1) General Rule. All words and phrases shall be construed according to common and approved usage; hut technical words and phrases and others that have a peculiar meaning in the law shall be construed according to such meaning.
Seider v. O'Connell, 2000 WI 76, ¶ 43, 236 Wis. 2d 211, 612 N.W.2d 659 ("Context usually refers to the relationship with other statutes. Context also can mean factual setting.") (internal citation omitted).
Meixell v. Superior Ins. Co., 230 F.3d 335, 341 (7th Cir. 2000) (an attorney retained by an insurance company to defend the insured assumes all the duties imposed by the attorney-client relationship); Homberger v. Wendel, 764 N.W.2d 371, 376 (Minn. App. 2009) (insurance defense counsel has attorney-client relationship with insured) (quoting Pine Island Farmers Coop v. Erstad & Riemer, P.A., 649 N.W.2d 444, 449 (Minn. 2002)); 2 Restatement (Third) of The Law Governing Lawyers § 134 cmt. f (2000) ("It is clear in an insurance situation that a lawyer designated to defend the insured has a client-lawyer relationship with the insured. The insurer is not, simply by the fact that it designates the lawyer, a client of the lawyer.").
"The relationship of attorney and client is one of agency." Marten Transport Ltd. v. Hartford Specialty Co., 194 Wis. 2d 1, 13, 533 N.W.2d 452 (1995). See also Majorowicz v. Allied Mut. Ins. Co., 212 Wis. 2d 513, 525, 569 N.W.2d 472 (Ct. App. 1997); Security Bank v. Flicker, 142 Wis. 2d 289, 295, 418 N.W.2d 27 (Ct. App. 1987).
There was substantial direct interaction between the law firm and the County. Attorney Michele Ford of the law firm met with Sheriff Oleson multiple times to prepare his defense. She corresponded with David Lasker, the County's Corporation Counsel, and with County Clerk Kobylski in preparing a defense. She prepared documents to be approved by David Lasker. Attorney Ford had also been the public face of the County, representing it in court in the Haske matters, a case which drew significant public attention.
An authority's attorney-client relationship with a law firm may have significant ramifications for the County. For a discussion of some possible significant ramifications of an attorney-client relationship to an authority, see Journal/Sentinel, Inc., 186 Wis. 2d at 453-54.
Compare Marten Transport Ltd. v. Hartford Specialty Co., 194 Wis. 2d 1, 18, 533 N.W.2d 452 (1995) (internal citation omitted) (No tripartite relationship existed because the law firm was hired by the insured and was not retained or paid by the insurance company which functioned primarily as a workers compensation claims administrator for the insured.).
Moritz v. Medical Protective Co., 428 F. Supp. 865, 872 (W.D. Wis. 1977).
Douglas R. Richmond, Walking a Tightrope: The Tripartite Relationship Between Insurer, Insured, and Insurance Defense Counsel, 73 N. L. Rev. 265, 270 (1994). See also State Bar of Wisconsin, Wisconsin Ethics Opinions, Formal Opinion *143E-99-1 (2011) ("Wisconsin lawyers retained by insurers under a policy of insurance typically represent both the insurer and insured in the defense of claims.... Counsel who regularly represent insureds usually have ongoing attorney-client relationships and economic ties to those insurers."). The law firm's relationship with both the insurance company and the insured is permitted under the Wisconsin Rules of Professional Conduct for Attorneys as an exception to the general rule that a lawyer shall not accept compensation from a third party for representing a client. SCR 20:1.8(f)(1).
Journal/Sentinel, Inc., 186 Wis. 2d at 453.
Id. at 452-53.
No one claims that the County attempted to circumvent the Public Records Law here. But the Public Records Law does not require an authority to intend to circumvent the law before the contractors' records provision becomes applicable and the contractors' records are accessible.
Zellner v. Cedarburg Sch. Dist., 2007 WI 53, ¶ 49, 300 Wis. 2d 290, 731 N.W.2d 240.
Wisconsin Stat. § 19.31 states:
In recognition of the fact that a representative government is dependent upon an informed electorate, it is declared to he the public policy of this state that all persons are entitled to the greatest possible information regarding the affairs of government and the official acts of those officers and employees who represent them. Further, providing persons with such information is declared to be an essential function of a representative government and an integral part of the routine duties of officers and employees whose responsibility it is to provide such information. To that end, ss. 19.32 to 19.37 shall be construed in every instance with a presumption of complete public access, consistent with the conduct of governmental business. The denial of public access generally is contrary to the public interest, and only in an exceptional case may access he denied.
The Department of Justice seems to question the purpose of the request for the invoices. A request for records may not be refused because the requester "is unwilling... to state the purpose of the request." Wis. Stat. § 19.35(1)(i). The Star-Times' brief does claim a public purpose. It asserts that the invoices may inform the public about the use of taxpayers' dollars and give the public information about allegations of misconduct and how the allegations are handled. The Star-Times does not expand on this thesis, but it has not made the purpose of the request the linchpin of its argument. We therefore need not discuss the purpose of the Star-Times' request further. Compare Building & Construction Trades Council v. Waunakee Community School District, 221 Wis. 2d 575, 587 n.4, 585 N.W.2d 726 (Ct. App. 1998), in which the records requester made the reasons underlying its request the linchpin of its public-policy argument to get access to records prepared and kept by a subcontractor.
Schill, 327 Wis. 2d 572, ¶ 80 (Abrahamson, C.J., lead op.).
WIREdata, 310 Wis. 2d 397, ¶¶ 82, 84.
Machotka, 233 Wis. 2d 106, ¶ 2, n.2.
Id., ¶ 9.
WIREdata, 310 Wis. 2d 397, ¶ 87.