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Home My WebLink AboutLW16-326 - Original - Ogden Murphy Wallace - Mobilitie/ROW Legal Advice Consortium - 02/09/2016 3,W T ,.4l"k, WAS NINGTOX Document 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: JD Edwards Number Contract Number: LV\J CIp - !j2U This is assigned by City Clerk's Office Project Name: Mobilitie/ROW Legal Advice Consortium Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 2/9/16 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 by Attorney Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): I As of: 08/27/14 ��.` OGOEN MURPHY WALLACE,PLLC T206,447.7000 OMWLAW.COM (\vf 901 FIFTH AVENUE,SUITE 3500 P206.447.0215 uy- �)` / SEATTLE,WA M164-2008 WALLACE AI10RhlFYC W. Scott Snyder ssnvder@omwlaw.com 206-447-7000 February 9, 2016 Tom Brubaker,City Attorney Office of the City Attorney 220 Fourth Avenue S Kent,WA 98032 Re: Mobilitie/ROW Legal Advice Consortium Dear Tom: As you are aware, a number of cities within the Puget Sound area have been approached by Mobilitie fora franchise/master right of way permit related to Mobilitie's proposed build-out of their facilities. In addition, Mobilitie has requested the ability to place poles within the rights of way and has described a wireless backhaul service that is different than other telecommunications providers in the area. Considering the large number of cities affected by Mobilitie's request for a franchise/master right of way permit, Ogden Murphy Wallace, P.L,L.C, is forming a consortium of cities to analyze, draft and negotiate Mobilitie's request. Based on conversations with other cities,the proposed consortium would consist of the following cities: Mountlake Terrace, Kent, Bellevue, Redmond, Kirkland and possibly Renton. Elena Zana will be the principal attorney leading the consortium. In addition, Scott Snyder and Daniel Kenny will provide legal assistance and as needed other attorneys at Ogden Murphy Wallace. We will keep your city attorney apprised of the progress in the matter and unless otherwise directed by you,the city attorney will be our primary point of contact. Potential Conflict of Interest Waiver Our Rules of Professional Conduct (the State standards governing our ethical obligations) discourage us from representing a consortium of cities unless you each consent after full disclosure. A risk of common representation is that a future conflict between the parties could arise. In the event of a future conflict, Ogden Murphy Wallace will withdraw from further representation of those cities In this matter. Obviously, we will at all times take reasonable steps to safeguard the confidentiality of all of your communications and documents. We do not believe that our ability to represent your city in connection with this matter will be adversely affected by our representation of the other jurisdictions, We will, however, be happy to discuss any reservations that you may have regarding these matters. This joint representation agreement does not preclude the individual representation of a city when addressing a concern unique to that specific city or.where the city wishes to take actions independently (ERZ1415175.D0CX2/99910.0011111) - - Tom Brubaker, City Attorney February 9, 2016 Page 2 of the others. Examples could include different procedures in city codes, attendance at a council meeting, or providing counsel on legal issues specific to a city. We will keep you informed of the progress with Mobilitie as well as decision points. You may at any point decide to continue independently of the consortium. Legal Fee The primary advantage of joint representation is that you will most likely save time and legal fees in having one set of lawyers analyze, draft and negotiate with Mobilitie. Additionally, the costs associated with the joint representation would be equally split between the participating cities. We estimate that Kent's proportional share would be about 20%of the total cost (unless the City of Renton joins, and then it will be reduced to 16.6%). Upon finalizing the consortium participants we will send you a spreadsheet with a breakdown of the percentage split for each city. This spreadsheet is subject to change based on the entrance of new cities, or the decision by a city to no longer participate in the consortium. We will send an update on any change in the distribution of the costs. The fees associated with consortium representation will be as follows: $450/hour for W. Scott Snyder $400/hour for Elana Zana $300/hour for Daniel Kenny As stated above, these fees will be divided between all participating cities, so each city will only be charged a portion of this billing rate per hour. We will update you as cities join or withdraw from the consortium. Services performed by other attorneys at our firm on behalf of the consortium will be charged at billing rates between $300-$500, depending on the attorney. Services specific to your city, and for which your city is solely responsible,will be charged at the following rates: $320/hour for W. Scott Snyder $270/hour for Elana Zana $205/hour for Daniel Kenny We will bill you on a regular basis, normally each month, for all the time spent on your project and for other costs incurred relating to our work on your behalf. The activities for which our time will be billed will include: conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel on your behalf; and other matters directly pertinent to and related to your matters handled by our firm. Some of our costs include an allocation for administrative services that is shared among the firm's clients. Typical of the costs for which you will be billed would be: filing fees; delivery fees; computer assisted legal research; copying; charges of outside experts and consultants; and travel. f$RG1415175.DOCX,2/99910.001111/} Tom Brubaker, City Attorney February 9, 2016 Page 5 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. l I 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, all 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 professional 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. i Confidentiality and.ElectronicCommunicptIgns We owe a duty of confidentiality to all of our clients. Accordingly, you acknowledge that we will not be required to disclose to you, or to use on your behalf, any information in our possession with respect to which we owe a duty of confidentiality to another current or former client. in addition, unless you advise us to use some other form of communication, we intend to use various communications devices in the normal course (which may include wired or wireless e-mail, cellular telephones, voice over Internet and electronic data/document web sites) to communicate with and send or make available I I (HRZAl5175.DOCX;2/99910.001 I I U) Tom Brubaker, City Attorney February 9, 2016 Page 6 documents to you and others. Absent special arrangements or circumstances, we do not employ encryption technologies in our electronic communications. Although there is some security risk with the current technology, we believe the benefits from using this technology outweigh the risk of accidental disclosure. By signing this letter, you consent to the use of these communication methods without encryption. I]ispute Resolution If you disagree with the amount of our fee, please take up the question with your principal attorney contact or with the firm's managing member. Typically such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. Any disputes relating to these Terms of Engagement or the accompanying engagement letter (collectively this "agreement") or the amount of legal fees related thereto, will be submitted to arbitration through the American Arbitration Association (the "AAA") in Seattle, Washington, according to its then-effective rules, and Ogden Murphy Wallace, P.L.L.C. and you agree to be bound by the results of such arbitration. Arbitration expenses shall be borne equally by the parties. In the event of non-payment such that we have 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. {ERZ 1415175.DOCX;2/99910.001 I 1]/}