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HomeMy WebLinkAboutLW16-322 - Original - K&L Gates LLP - Fair Labor Standards Act (FLSA) - 03/04/2016 1 y K�NT Document �'/qe HINOTDN y: '. CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: K&L Gates, LP Vendor Number: ID Edwards Number Contract Number: bVVIU- tj:? This is assigned by City Clerk's Office Project Name: FLSA and the interrelationship with payroll system & bargaining agmts. Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 3/4/16 Termination Date: Notice Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Kim Komoto Department: Law Contract Amount: Hourly Rate Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): i As of: 08/27/14 1 UL GATES LLP 925 FOURTH AVENUE SUITE 2900 SEATTLE,WA 98 iO4-1158 . T +1.206.623.7580 F +1.206.623.7022 klgates.com March 3, 2016 Patrick M. Madden Attorney at Law D(206)370-6795 F(206) 370-6121 Arthur"Pat" Fitzpatrick patrick.madden@klgates.com Deputy City Attorney City of Kent Law Department 220 Fourth Avenue South Kent, WA 98032 Re: Engagement Letter Dear Mr, Fitzpatrick: Thank you for asking K&L Gates LLP (the "Firm" or "K&L Gates") to represent the City of Kent. We welcome this opportunity and look forward to working with you on this engagement. I enclose our Terms of Engagement for Legal Services (the "Terms") which supplement this letter and include additional information regarding our legal services, our relations with our clients, our billing and payment arrangements, potential conflicts, and other matters. These Terms will apply to all matters on which we may represent you, except as you and we may otherwise expressly agree. Please review this letter and the Terms carefully. If they are not consistent with your understanding of our engagement in any respect or if you have any questions concerning the nature and terms of our engagement, please contact me as soon as possible so that we can primptly address your concerns. The Scope of Our Engagement The Firm is being engaged to act as counsel solely for the City of Kent, the Kent Police Department, and the Kent Economic and Community Development Department, and not for any affiliated entity (including related government agencies, departments, offices, authorities, districts, and commissions), officials, managers, directors, or employees not specifically identified herein. We understand that we are to provide legal advice regarding the Fair Labor Standards Act ("FLSA") and the interrelationship between the FLSA and the City's payroll system and bargaining agreements, and to address those additional matters for which the Firm expressly agrees to provide representation. r klgates.6om i Arthur"Pat" Fitzpatrick Page 2 March 3, 2016 K&L Gates will only provide legal services. We have not been retained, and expressly disclaim any obligation, to provide business or investment advice, Our Charges Our statements for professional services will be substantially based upon the amount of time spent by lawyers, paralegals, and other professionals who perform services on your behalf and their respective hourly rates as then in effect. Those hourly rates vary by office across the Firm, take into account the timekeepers' experience in particular areas, and are adjusted periodically. Our charges for fees, disbursements, and other charges and the basis for our invoices are addressed in more detail in the enclosed Terms. Our Billing and Payment Arrangements We will generally render statements for professional services and related charges on a monthly basis and expect payment to be made within 30 days of your receipt of our statement, without regard to the consummation or outcome of the matter for which we have been engaged. In the event our statements are not timely paid, we reserve the right to suspend our services until satisfactory payment arrangements are made or to terminate our services if such arrangements are not made and if such termination is otherwise appropriate. You may, of course, terminate our services at any time. Our Staffing of Your Engagement and Communications with You I will be your principal contact with respect to the Firm's representation of the City of Kent. My current hourly rate for Washington matters is $455, which will be subject to a 10% discount provided to municipal clients. Our representation of you will be staffed by other partners, associates and other professional staff as may be appropriate under the circumstances. We will endeavor to keep you apprised of significant developments in the course of our engagement, to consult with you about our work on an ongoing basis and to obtain your direction on critical issues. You should contact me with any questions you may have about our work or any other aspect of our representation of you. You can reach me at the office (206) 370-6795 at your convenience. Conflicts of Interest We have searched the Firm's conflicts database and have disclosed to you any ethical conflicts of interest, as defined by the applicable rules of professional conduct, that existed at the time. Such conflicts, if any, have been resolved to your and to our satisfaction. With respect to conflicts of interest that may arise in the future during our engagement by you, the Terms includes a Conflict of Interest section in which you agree to a limited, prospective waiver. This means that, if all the conditions set forth therein are met, including that the matter is not substantially related to the matters we handled or are handling for you, the Firm 1) may . �. ... : i Arthur "Pat" Fitzpatrick Page 3 March 3, 2016 represent another client in a matter in which its interests are adverse to your interests, and 2) may represent as a client any individual or entity that is or has been adverse to you. Please review this section, as well as all other sections of the Terms, in detail. l Our Aareement In providing legal services to you, absent timely advice from you to the contrary, we will act in reliance upon the understanding that this letter and the enclosed Terms constitute our mutual understanding with respect to the terms of our retention. If you proceed with the use of our services, please sign and return to me the enclosed copy of this letter in order that we each have a fully-executed copy for our files. On behalf of K&L Gates, I thank you for the opportunity to represent the City of Kent. We look forward to serving you. Very truly yours, K&L GATES LLP By ` Patrick M. Madden PMM:Irw Enclosure: Terms of Engagement for Legal Services I confirm my engagement of K&L Gates LLP as set forth herein and in the enclosed Terms of Engagement. THE CITY OF KENT ! Arthur "Pat" Fitzpatrick Deputy City Attorney Date: -tV .f 2016. K&L GATES LLP TERMS OF ENGAGEMENT FOR LEGAL SERVICES Thank you for selecting K&L Gates LLP ("K&L Gates") Numerous countries in which our offices are located to represent you and to provide legal services as have enacted Anti-Money Laundering ("AML")laws. If described in our engagement letter. These Terms of K&L Gates lawyers in any of these offices are Engagement for Legal Services (the "Terms"), engaged to assist you in matters within the scope of together with our engagement letter, set forth the our engagement, it will be necessary to comply with basis upon which K&L Gates will provide legal the applicable AML laws, In connection therewith, we services to you. Absent a contrary agreement or lawyers from the appropriate office may be between us, we will understand that our engagement required to obtain additional, specific evidence of letter and these Terms supersede any prior oral client identity from you and/or to report certain understandings between us and together form the transactions to the authorities. If these AML contract ("Engagement Contract") for our Initial requirements are applicable, you will be informed of engagement and any subsequent assignments upon the details needed for compliance. which you and we may mutually agree. OUR LAWYER-CLIENT RELATIONSHIP We believe it Is important to establish clearly the basic terms of our engagement at the outset, Accordingly, The Firm has been engaged to represent only the if you have any questions concerning these Terms, client(s) named in our engagement letter ("you" or the please contact the lawyer responsible for your "Client"), even if someone other than you, Including engagement so that your questions or concerns may an Insurer, is responsible for paying, or has agreed to be addressed and resolved promptly. pay, our statements. Accordingly, absent a specific, separate engagement to represent such other INTRODUCTION persons or entities, (1) if our Client is an individual, the Firm has not agreed to represent, and is not K&L Gates comprises multiple affiliated entities: a representing, any other person or any affiliated entity; limited liability partnership named K&L Gates LLP (2) if our Client is a corporation, partnership, joint qualified in Delaware ("K&L Gates-US,"the "Firm," or venture or other entity, the Firm has not agreed to "we" or "us" as the context requires) and maintaining represent, and is not representing, any of your offices in certain states throughout the United States constituents, including directors, officers, employees, and in a number of international multiple affiliated managing agents, partners, members, shareholders, entities.1 affiliates (including parents and subsidiaries) or other persons associated with you; and, (3) if our Client is a OTHER K&L GATES ENTITIES trade association or other member organization, the Firm has not agreed to represent, and is not representing, any director, officer, member of or other You agree that, as your agent, we may engage other K&L Gates entities to assist us in carryingout our entity represented by you or any of your other constituents. engagement, where appropriate and with notice to you. In addition,the Firm's engagement to represent you is limited to the matter(s) described in our engagement letter and to any additional matters for which the Firm ' Beijing ("K&L Gates LLP Beijing Representative Office'), Berlin, expressly agrees to provide legal representation. Doha,Dubai,Frankfurt, Scout("K&L Gates LLP Seoul Foreign Legal Consultant Office"), Shanghai ("K&L Gates LLP Shanghai Representative Office"), and Singapore; an Australian multi- You acknowledge that the Firm has not provided you disciplinary partnership maintaining offices in Brisbane, Melbourne, with legal advice concerning the terms and conditions Perth and Sydney ("K&L Gates-AUS"); a limited [lability partnership (also named K&L Gates LLP); incorporated In England and Wales of our Engagement Contract. and maintaining offices In London and Paris ("K&L Gates-UK"); a Delaware general partnership("K&L Gates Belgium') maintaining an OUR CHARGES FOR LEGAL SERVICES office In Brussels; a Hong Kong general partnership ("K&L Gates, Solicitors") maintaining an office in Hong Kong; a professional association established and organized under the laws of Italy named A. Lepal Fees Studio Legale Associato with an office In Milan; a Delaware limited liability company("K&L Gates Holdings LLC")maintaining an office In Moscow; a general partnership organized under the laws of Brazil Our statements for professional services will named K&L Gates LLP'—Consuitores am Direlto Entrangelro/Direlto be substantially based upon the time spent by Norte-Amerioano, with an office In Sao Paulo; a Taiwan general professionals, including lawyers, paralegals and other partnership ("K&L Gates") maintaining an office in Taipei; a joint enterprise formed in accordance with Japanese regulations ("K&L staff members operating under the supervision of Gates Galkokuho Joint Enterprise') maintaining an office In Tokyo: lawyers, who perform services on your behalf. The and a Palish limited partnership ("K&L Gates Jamka sp.k") hourly rates for those individuals are based upon their maintaining an office in Warsaw. Terms - 1 experience and vary by office across the Firm. Time B. Disbursements spent on your matters will include meetings with you and others; traveling; considering, preparing and You will be billed for disbursements and working on documents, pleadings and other papers; other charges relating to our professional services. written and electronic correspondence; and, making With respect to disbursements incurred on your behalf and receiving telephone calls. Whether or not a to vendors and other third parties for incidental matter proceeds to completion, our statements will expenses (such as filing fees and travel expenses), include all work done and all expenses incurred, you will be billed at our Invoiced cost. With respect to unless otherwise agreed, internally-generated and" other charges (such as photocopying and facsimile transmissions), you will Our hourly rates are periodically reviewed be billed in accordance with our Schedule of Standard and adjusted. In preparing our statements for Charges in effect when the charge is incurred, Our professional services, we will use our hourly rates in current Schedule is attached to these Terms. Where effect when our services were rendered, the nature of our engagement requires the retention of third parties (e.g., expert witnesses, accountants, Information regarding standard hourly rates actuaries or other consultants, mediators or and other charges established by the Firm is arbitrators), we will obtain your approval for such proprietary to the Firm. You agree not to disclose retention, and we will forward their statements for such information to third parties without the Firm's services and expenses directly to you for payment. prior written consent. In the event that you are served with a demand or legal process that you believe C. Other K&L Gates Entities Charges requires you to disclose such Information, you agree to notify the Firm immediately of such demand or Where,with notice to you, we have engaged process, and to reasonably cooperate with the Firm in another K&L Gates entity to assist us in our protecting the Firm's proprietary information from representation of you, we will include their charges in disclosure without the Firm's consent, our statement for professional services unless you ask us to arrange for the other K&L Gates entity to Where requested, we may provide you an invoice you separately. estimate of the overall costs that may be incurred in connection with a particular engagement. Any such OUR BILLING AND PAYMENT ARRANGEMENTS estimate Is necessarily based on a number of uncertain factors and future developments and may A. Billing be influenced by your decisions and by the actions of third parties. Accordingly, any estimate we provide It is our general practice to render shall not constitute a promise or agreement that we statements for professional services and related will render the necessary services within a specific charges on a monthly basis. We will send a final time or for a specific amount. The Firm's statements statement after completion of our work, for professional services will be based on the Firm's billing policies, as set forth herein, and the charges B. Pavment reflected in such statements may vary from any estimates previously given. We will expect payment to be made within thirty days after your receipt of our statement, without regard to the consummation of any proposed transaction or the outcome of any matter. Payment should be made by you In the full amount of our statement and you will be responsible also for any withholding tax or other deduction that may be chargeable to you by the relevant taxing authorities or by a governmental entity. In the event our statements are not paid in a timely manner, we reserve the right to defer further work on your account and,where such arrearage is not resolved after notice of delinquency is given to you,to terminate our representation of you. Under such circumstances, you agree to consent to, and not oppose, such termination and to sign a substitution of counsel and/or such other document as may be reasonably necessary to effect the Firm's termination of our lawyer-client relationship, including the Firm's withdrawal of its prior appearance in any court or other litigated proceeding. The termination of our lawyer-client relationship shall not affect your Terms - 2 ongoing responsibility for any fees or other charges engagement. Reasons for the Firm's termination may incurred as of the date of our notice of termination. include your breach of our Engagement Contract including, without limitation, failure to pay outstanding C. Third Party Payment Responsibility statements in a timely manner as set forth above, the risk that continued representation may result in our If a third party (including an insurer) violation of applicable rules of professional conduct or undertakes to pay any portion of the Firm's bills, legal standards or of our obligations to any tribunal or 1)you will remain responsible for payment of any third parties, your failure to give us clear or proper amounts billed by the Firm and not paid by that third direction as to how we are to proceed or to cooperate party, 2)you hereby consent to the application of in our representation of your interests, or other good those funds to the outstanding balance of your cause. account with the Firm and waive any right you might otherwise have to direct us to pay or apply those C. Termination Upon Conclusion funds in any other fashion, and 3)to the extent any such third party makes payment to us on your behalf Unless it is previously terminated, our accompanied by directions as to what portion of representation of you, and our lawyer-client outstanding fees and expenses are to be covered by relationship with you, will be deemed to have been such payment, you hereby consent to us adhering to terminated upon the conclusion of our services and those directions and waive any right you might our delivery of our final statement for the services otherwise have to direct us to pay or apply those described in our engagement letter and any additional funds in any other fashion. If you are awarded legal matters for which the Firm has expressly agreed to fees or costs by a court or other party, you will remain provide representation. responsible for payment of the Firm's billed fees and other charges, even if the award to you is less than D. Post-Engagement Matters the amounts we have billed you, Where we have agreed to represent multiple clients in a matter, each After the conclusion or termination of our client will be jointly and severally responsible for representation of you as described in our engagement payment of the Firm's statements. letter and these Terms, changes In relevant laws, regulations or decisional authorities may affect your D. Questions rights and obligations. Unless you engage the Firm to provide future services and to advise you with respect If you have any questions about any to any issues that may arise in the future as a result of statement that we submit to you, you should contact such changes, we will have no continuing obligation the lawyer responsible for your engagement as soon to advise you with respect to future legal as you receive it so that we may understand and developments. address your concerns promptly. OUR COMMUNICATIONS WITH CLIENTS TERMINATION The Firm's lawyers strive to keep our clients A. Your Right to Terminate reasonably informed about the status of our engagements and promptly to comply with reasonable You may terminate our engagement on any requests for information. To enable us to provide or all matters at anytime, with or without cause. Your effective representation, you agree to be truthful and termination of our services will not affect your to cooperate with us in the course of the engagement responsibility to pay for billed and unbilled legal and to keep us reasonably informed of material services rendered or other charges incurred as of the developments. date of termination and, where appropriate, for such expenses as we may incur in effecting an orderly If there are particular limitations on how you would transition to successor lawyers of your choice. like us to communicate with you, please advise us In j advance about your preferences. Unless you advise B. Our Right to Terminate us to the contrary, however, we will assume that communication by e-mail and fax is acceptable to Subject to any applicable ethical rule or legal you. Absent special arrangements,we do not employ requirement, the Firm reserves the right to terminate encryption technologies in our electronic its representation of you, subject to such permission communications. from any court or tribunal as may be required under the circumstances. In such event,we will provide you with reasonable notice of our decision to terminate j and afford you a reasonable opportunity to arrange for successor lawyers, and we will assist you and your successor lawyers in effecting a transition of the Terms - 3 CONFIDENTIALITY appropriate, any other Firm client. To allow the Firm to represent both you and other current and future A. Confidentiality and Disclosure clients in pending or future matters to the fullest extent consistent with applicable ethical restrictions, We owe a duty of confidentiality to all our we request our clients to agree to a limited waiver of clients. Accordingly,you acknowledge that we will not certain actual or potential conflicts of interest. be required to disclose to you, or use on your behalf, any documents or information In our possession with Specifically, by this engagement, (1) you agree that respect to which we owe a duty of confidentiality to the Firm can represent other clients whose interests another client or former client. are actually or potentially adverse to you and can represent as a client any individual or entity that is or B. Disclosure to Certain Third Parties has been adverse to you, provided that: (a)the matter is not substantially related to any current or concluded You agree that we may, when required by matter in which the Firm has represented you; (b) in our insurers, auditors or other advisers, provide carrying out any such other representation, the Firm details to them of any matter or matters on which we shall not violate the duty of confidentiality that we owe have represented you. to you; and, (c) prior to undertaking the other representation, the Firm has reasonably concluded, in C. Disclosure to Other K&L Gates Entities the existing circumstances, including this consent, that the Firm can provide competent and diligent representation to you and each other affected client You agree that we may disclose confidential and that the other representation complies with information relating to you, or any matters on which applicable ethical standards; and, (2) you agree that we are representing you,to other K&L Gates entitles, you will not seek to disqualify us from representing other clients with respect to any matters where such D. Data Protection provisos are satisfied. Any information, Including personal data. You further agree that, If you choose to withdraw your that K&L Gates collects in our global legal practice consent to the Firm's representation of another client may be controlled, stored and processed in, and in any such other representation, you will, at our transferred among, any of our offices and with such request, engage other counsel, and, after any brief contractors as we engage to assist us in our practice, and reasonably necessary transition period (for which and may be transferred to and through any country, we will not bill you), you will permit us to terminate our including countries that may not have privacy (data representation of you unless any rule or statute or protection) legislation and regulations comparable, for tribunal with jurisdiction precludes us from doing so. example, to countries in the European Economic area. The location of our offices and of such We have a large and diverse transactional patent contractors may change from time to time, and we practice. You agree that no conflict of interest Is may acquire offices and engage contractors in other presented when, on behalf of other Firm clients, we countries at any time. We understand that, in render patentability, infringement and validity opinions engaging the Firm, you expressly consent to all such regarding, and advance patentability arguments over, control, storage, processing and transfers. patents and/or patent applications owned, licensed or controlled by you,but not handled by our law firm, CONFLICTS OF INTEREST We also have a large and diverse transactional The Firm's lawyers, acting in a variety of practice trademark practice. You agree that no conflict of areas and in multiple jurisdictions, provide and will interest Is presented when, on behalf of other Firm provide legal services to thousands of current clients clients, we render registrability, infringement and and future clients. Those clients may be competitors, validity opinions regarding, and advance registrability customers, suppliers or have other business dealings arguments over, registered or unregistered and relationships Inter se. As a result, those clients trademarks and/or trademark registration applications may have matters in which their interests are actually owned, licensed or controlled by you, but not handled or potentially adverse to one another. by our law firm. In these circumstances, the Firm's ability 1) to Finally, you agree that, for the purposes of represent you in any matter Involving, directly or determining whether any conflict may exist, only the indirectly, another client, and 2) to represent as a client(s) identified in our engagement letter, and not client any individual or entity that is or has been any affiliated entity or person, shall be considered our adverse to you will be governed exclusively by client, applicable rules of professional conduct, unless otherwise agreed to by you and the Firm and, as Terms - 4 I OPPOSING LAWYERS FIRM LAWYERS' PRIVILEGE In addition to our representation of business and not- We believe it is in your interest as well as the Firm's for-profit entities as well as individuals, we also interest that, in the event ethical or other legal issues regularly serve as legal counsel to lawyers and law arise during our representation of you, including firms. From time to time, we,engage other lawyers conflict of interest Issues or potential disputes and law firms to represent us. As a result, opposing between us, the Firm lawyers working on your behalf lawyers in a matter may be a lawyer or law firm that are able to receive informed, confidential advice we represent now or may represent in the future, regarding their obligations. Accordingly, if we Likewise, opposing lawyers in a matter may represent determine in our discretion that it is necessary or us now or In the future. Further,we have professional advisable for Firm lawyers to consult with our internal and personal relationships with many other lawyers, or outside counsel, you agree that they may do so often because of our participation in professional and that you recognize the Firm has a lawyer-client organizations. Collectively, these situations are privilege protecting the communications between the common in the legal field. We believe that these Firm lawyers working on your behalf and the Firm's relationships with other lawyers will not adversely internal or outside counsel. affect our ability to represent you. NEW YORK FEE DISPUTE PROCESS DOCUMENT RETENTION If any of our New York licensed lawyers work on this Your original hard copy documents and property, matter and if a material portion of the legal services described further below, will be returned to you upon we provide to you takes place in New York, you may conclusion of our representation of you on a particular have an option to invoke arbitration should a fee matter (unless they are relevant to another matter on dispute arise between you and us during or at the which we continue to represent you) and, upon our conclusion of this engagement. Specifically, in any receipt of payment for outstanding fees and other civil matter where the fee dispute involves a sum of charges, subject to applicable Rules of Professional up to $50,000, you may have a right to compel Conduct. At that time, you will also have the resolution by binding arbitration. In addition, whether opportunity to accept the remainder of your entire or not binding arbitration is available, both you and we client file, including lawyer work product. Some K&L are encouraged to seek resolution of lawyer-client Gates offices maintain files in a digital image disputes, including fee disputes, through mediation, format. If you request your file from any of those and the New York Courts and Bar have established a offices, we will provide it in an electronic format on a program for mediation of such disputes by an CD, DVD or other medium. Should you decide not to impartial mediator. In the event that any fee dispute accept your remaining file at that time, you authorize should arise in this engagement which is not promptly us to destroy your files at our discretion. If you do not and satisfactorily resolved between us, we shall request the return of your file at the time your matter furnish you with further details concerning the is concluded, we may retain or destroy the file without procedures and effects of arbitration and mediation, further notice to you, so that you can make an informed decision as to how to proceed in the circumstances. Original documents and property, If not returned to you for any reason, will be designated for permanent CLIENT RESPONSIBILITIES retention and will not be destroyed without your prior approval. Such items include, but are not limited to, It Is possible that you may have insurance policies money orders, travelers checks, stocks and bonds, relating to the matter that is the subject of our final executed releases, settlement agreements, engagement. You should carefully check the contracts and sale or purchase agreements, Insurance policies you have purchased and, if judgments, deeds, titles, easements, wills and trusts, coverage may be available, you should provide notice powers of attorney and all other dispositive estate to all insurers that may provide such coverage as planning documents. soon as possible. Although we will be pleased to assist you in assessing the potential for coverage You agree that our drafts of documents, notes, under any policies you may have, our engagement internal working papers, internal e-mail and electronic will not include advising you with respect to the databases shall be and remain the property of K&L existence or availability of insurance coverage for Gates LLP and shall not be considered part of your matters within the scope of our engagement unless client file. you supply us with copies of your insurance policies The Firm retains the right to make copies of your file, and expressly request our advice on the potential at our expense, for our own information and retention coverage available under such policies. purposes. I Terms - 5 SEVERANCE OF TERMS and carefully and do what we reasonably can to resolve the difficulties to your satisfaction. If all or any part of our Engagement Contract is or becomes illegal, invalid or unenforceable in any APPLICATION OF TERMS respect, then the remainder will remain valid and enforceable. These Terms supersede any earlier terms of business we may have agreed with you and, in the absence of THIRD PARTY RIGHTS express agreement to the contrary, will apply to the services referred to in any engagement letter No provision of our Engagement Contract is intended accompanying these Terms and all subsequent legal to be enforceable by any third party. Accordingly, no services we provide to you, third party shall have any right to enforce or rely on any provision of our Engagement Contract. ASSIGNMENT A. Permitted Assignment We may assign the benefit of our Engagement Contract to any partnership or corporate entity that carries on the business of K&L Gates-US in succession to us and you will accept the performance by such assignee of the Engagement Contract in substitution for our performance. References in these Terms (other than in this paragraph) and in any relevant engagement letter to the Firm or to K&L Gates-US shall include any such assignee. B. Other Assignment Subject to the foregoing paragraph, neither you nor we shall have the right to assign or transfer the benefit or burden of our Engagement Contract without the written consent of the other party. DEFINITIONS In these Terms a reference to a "matter" is to a transaction, case or other matter as to which at any. time you have engaged us to represent you; and, any reference to "our services" is to the legal services to be provided by us to you as described in our engagement letter and any other legal services provided by us to you at any time in relation to a matter. INCONSISTENCIES i In the event of any inconsistency between our engagement letter and these Terms, the engagement letter shall prevail RESOLVING PROBLEMS AND DISPUTES If you have any complaints or concerns about our work for you, please raise these in the first instance with the lawyer responsible for your engagement or with the Firm's Chairman and Global Managing Partner (Peter J. Kalis: 412-355-6562 or 212-536- 4828). We will investigate your complaint promptly Terms - 6 K&L GATES LLP SCHEDULE OF STANDARD CHARGES 2016 STANDARD UNIT DESCRIPTION OF CHARGE: CHARGE BASIS Photocopying/Image Printing $0.20 Each copy Color Copying/Printing $1.00 Each copy I Facsimile $0.75 Each outgoing transmitted page, plus cost of telephone line usage CD Burning $25.00 Per CD Legal Research: The Firm pays for Lexis and Westlaw under monthly fixed fee contracts. The actual, monthly fixed fee is allocated to all users of the database each month, and client charges for such usage are directly proportional to the actual research conducted on their behalf. Long Distance Telephone Calls: The charge for long distance calls is based on the actual time length of the call placed at rates that reasonably approximate our costs. Secretarial Overtime: As required by client specific circumstances, secretarial overtime will be charged at the Firm's average hourly rate for secretarial overtime. The following are examples of items that will be charged at their out-of-pocket cost to K&L Gates: Courier (Federal Express, UPS, etc.) Business Meals Off-site Storage Retrieval I I i i