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HomeMy WebLinkAboutLW14-346 - Original - Ogden Murphy Wallace, PLLC - Astound Broadband, LLC Franchise Legal Advice - 10/27/2014 ® w Document W ASXINGTON - 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: Ogden Murphy Wallace Vendor Number: )D Edwards Numbe�rl Contract Number: LI�°v��'N(6 This is assigned by City Clerk's Office Project Name: Astound Broadband, LLC Franchise Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 10/23/14 Termination Date: Notice Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment i 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.): As of: 09/27/14 t OGDEN MURPHY WALLACE,PLLC T206.447,7000 oHWLAW,COM _�,�� l -�� DOI FIFTH AVE14UE,SUITE 3500 F206.447.0215 SEATTLE,WA 901642008 ;.I iur.Pll Ys WAYNE D.TANAKA 206,447.2235 wtanaka@omwlaw,com October23, 2014 VIA E-MAIL-I(K0M0TC@KENTWA GOV Tom Brubaker,City Attorney Civil Division, Law Department 220 Fourth Avenue South Kent,WA98032 Re: Astound Broadband,LLC Franchise DearTDm: Thank you for engaging our firm to represent the City of Kent in connection with providing legal advice related tothe Astound Broadband, LLC Franchise. The purpose of this letter is to confirm that we represent the City of Kent and to confirm howoursetvices will be provided. Terms of Engagement In our representation of clients, we think it is critical that our clients and the firm share the same understanding of the attorney-client relationship. To that end,you will find enclosed a copy of ourTerms of Engagement, The Terms of Engagement describes more particularly how we will serve you. This engagement letter and the Terms of Engagement set forth our agreement with you, Please review both carefully and let us know whether you have any questions orcomments regarding our relationship. Legal Fees You will be billed for our services on an hourly basis. There may be some activity that we can do on a flat fee basis, in which case we would have to specifically discuss and agree on that, My billing rate is$310.00 per hour,the rate for Elana Zan:;will be$240.00 per hour. Ms.Zana will provide the majority of legal and negotiation services underthis assignment, Paralegal rates are$140,00 per hour, Associate attorney billing rates vary from$205.00 to$295.00 per hour. Members'billing rates range up to$465.00 per hour, Advance Fee Deposit to commence Representation Our advance fee deposit for this matter is waived. (ERZ1250216,o0CX;1/00085,080003/) Tom Brubaker,City Attorney October 23,2014 Page 2 Supervising Attorney and Assistance As supervising attorney, I will be responsible for seeing that the work is carried out in an efficient and economical manner. I may be assisted by other attorneys and legal assistants in our office. They are all bound to you by the same duties of loyalty and confidentiality that bind me. Scope of Services Based upon our discussion of your legal needs, you agreed that we assist you In connection with providing legal advice related to the Astound Broadband,LLC Franchise, l Other.Matters We appreciate your expression of confidence In Ogden Murphy Wallace, P.L.L.C. and would like to assure you that we will do our best to provide you with high quality legal services, If you have any questions or concerns during the course of our relationship,we encourage you to raise them with me or our Managing Member, Don Black. if you are in agreement with the provisions of this engagement letter and the attached Terms and Conditions, please sign one copy of this letter where Indicated below and return It to us In the enclosed envelope. We look forward to working with you. Very truly yours, OGDEN MURPHY WALLACE,P.L.L.C. Wayn Tanaka Elana R.Zana I HEREBY ACCEPT AND AGREE TO the terms of this Engagement Letter and the attached Terms of Cngagement as stated herein this 1'1� day of C XSr 2014. TA Brubaker,City Attorney i iERZ1250216.DOCXil/00088.080003/i f Tom Brubaker,City Attorney October 23,2014 Page 3 OGDEN MURPHY WALLACE,P.L.LC, TERMS OF ENGAGEMENT General Rates The usual basis for determining our fees is the time expended by attorneys, paralegals and legal assistants of the firm. The rates for our services may change from time to time without notice, usually in September, Our current rate schedule is always available upon request. Whenever It is appropriate,we will use associate attorneys,law clerks or legal assistants In our office to keep-your costs as low as possible. Other Factors in Rates Although time expended and costs Incurred are usually the sole basis for determining our fees, by mutual agreement billings to you for legal services may, in some instances, be based on a more comprehensive evaluation of the reasonable value of the firm's services. The firm is committed to charging reasonable fees for Its services, In certain situations, factors other than the amount of time required will have a significant bearing on the reasonable value of the services performed, such factors Include; the novelty and complexity of the questions involved;the skill required to provide proper legal representation; familiarity with the specific areas of law involved; the preclusion of other engagements caused by your work; the magnitude of the matter; the results achieved; customary fees for similar legal services; time limitations Imposed by you or by circumstances; and the extent to which office forms and procedures have produced a high quality product efficiently, In circumstances where our fees will be based on or include factors other than our normal hourly charges and costs,we will notify you promptly and prior to proceeding, Any basic document fee which we may charge in your business matters has been and will be set in light of these variousfactors. Billing Fees and Costs We will bill you on a regular basis, normally each month, for all the time spent on your project and for other costs incurred relating to our work or on your behalf. The activities for which our time will be billed will Include: conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence,, staff or attorney supervision; factual and legal research and analysis;travel on your behalf; and other matters directly pertinent to and related to your business and/or litigation matters handled by our firm. Typical of the costs for which you.wlll be billed would be; flling fees; delivery fees; computer assisted legal research; copying; charges of outside experts and consultants; and travel Payment;Interest You agree to make payment within thirty (30) days of receipt of our monthly statement. Outstanding balances that are not paid when due will accrue interest at the rate of one percent compounded monthly from the date of invoice until paid. [ERZ32s0216DOCX;1/00086,080003/) Tom Brubaker, City Attorney October 23, 2014 Page 4 Advance Fee Deposit New clients are usually requested to provide an advance fee deposit to the firm. The advance fee deposit is placed in a trust account as described below, and fees and expenses for legal services are then charged against the account. Paying an advance fee deposit does not relieve the client's obligation to pay monthly invoices. If an Invoice remains unpaid,the firm reserves the right to apply the advance fee deposit to the unpaid balance and require an additional advance fee deposit before commencing further work. At the conclusion of our legal representation or at such time as the deposit is unnecessary, the remaining balance or an appropriate part of it will be returned to you. Trust Deposits ! All trust deposits from you will be held in a client trust account. By court rule in Washington,funds deposited to a trust account are subject to IOLTA (interest on lawyers Trust Account) participation in a pooled trust account. The exception is when the deposit is large enough to earn Interest in excess of bank and administrative costs, and you request that it be held in a separate account, in which case the Interest earned will be added to the deposit for your benefit and will be taxable Income to you. IOLTA funds are used to support law-related charitable and educational activities. Termination You may terminate our representation at any time, with or without cause, by notifying us. Upon such action, ail fees and expenses incurred before the termination are due to the firm. if such termination occurs,your original papers will be returned to you promptly upon receipt of payment for outstanding fees and costs. If you wish to have a copy of your file at the conclusion of our representation,we will provide It to you at the current copy rate per page then in effect at this firm. Estimates You may, from time to time, ask us for estimates of our fees and expenses either in whole or In part. We are hesitant to give estimates because of their potential inaccuracy. However, if you require it, and if we do provide you with such estimates, they will be based upon our professlonal judgment, but always with a clear understanding that It Is not a maximum or fixed fee quotation. We cannot guarantee that the actual fees and expenses will be at or below the estimates because of factors outside the control of the firm, Dispute Resolution If you disagree with the amount of our fee,please take up the question with your principal attorney contact or with the flrm's managing member. Typically such disagreements are resolved to the satisfaction of both sides with little Inconvenience or formality, Any disputes rotating to these Terms of Engagement or the accompanying engagement letter (collectively this "agreement") or the amount of legal fees related thereto that cannot be resolved informally shall be submitted by the parties for resolution through arbitration using JDR, WAMS,JAMS, AAA, or such other arbitration service as the parties agree upon and Ogden Murphy Wallace,P.L.L.C.and the City of Kent agree to be bound by the results of such arbitration. In {EA21250216.1)OCX,1/00085.080003/1 I Tom Brubaker,City Attorney October 23, 2014 Page 5 the event of non-payment such that OMW has to pursue collection of your account,you agree to pay the costs of collecting the debt, Including court costs and fees,and a reasonable attorney's fee. Withdrawal We reserve the right to withdraw from representing you If,for any reason, our fees-are not timely paid In accordance with this agreement,or for any other appropriate cause. Disclaimer You acknowledge that we have made no guarantees regarding the disposition,outcome, or results of your legal or business matters,and all expressions we have made relevant thereto are only our opinions as lawyers based upon the information available to us at the time. our beginning work on your behalf will constitute your acceptance of this agreement unless we receive a written objection from you within fourteen(14)days of the date of the accompanying engagement letter. Conclusion Thank you for retaining our firm, We look forward to working with you. (BPZ1250216.oacx;1/00085,OB0003/)