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HomeMy WebLinkAboutLW18-235 - Original - Ogden Murphy Wallace, PLLC - General Telecommunication Franchises & Negotiations Outside Counsel - 06/04/2018 �OT Records Management Document CONTRACT COVER SHIEET TIMs its to be co nlpleted by the Contract Manager Iprior to subirniissiion to the City Cllerk"s Office„ AIIII portions acre to be comlplleted„ ICf you Ihave questions, (please contact the City Clleirlk°s Office at 253..856..5725. ❑ Blue/Motion Sheet Attached ❑ Pink Sheet Attached Vendor Name: Ogden Murphy Wallace Vendor Number (JDE): .................. .... ........... ........w _ ------ Contract Number (City Clerk): LWI�6 277� Category: Contract Agreement Sub-Category (if applicable): ,Other Project Name: General Telecom Franchises and Negotiations-Outside Counsel Contract Execution Date: 6/4/18 Termination Date: Contract Manager: Christina Schuck Department: Law Contract Amount: N/A Approval Authority: ❑ Director ❑ Mayor ❑ City Council Other Details: UCQEI4 MURPHY WAL LACE P[IL r206.4471000 OMWLAW.COM jJ901 FIFTH AVE Iq TJ E,S TJ I T E3500 F 205.447 0115 1 iLATILL,WA 98I64-2008 C ELANA R.ZANA 206.442.1308 ezana@omwlaw.com June 2, 2018 VIA E-MAIIL—CSCHL19!S�A. y Christina Schuck, Assistant City Attorney Civil Division, Law Department 220 Fourth Avenue South Kent, WA 98032 Re: General Telecommunication Franchises and Negotiations Dear Christina: Thank you for engaging our firm to represent the City of Kent in connection with general telecommunication legal advice, franchises and negotiations. The purpose of this letter is to confirm that we represent the City of Kent and to confirm how our services will be provided. Terms of Ent agemerj 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 our Terms 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 or comments regarding our relationship. Le al 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 for this matter is $350.00 per hour. I may be assisted by other member attorneys in our office and they will also bill at $350.00 per hour. Our associate attorney billing rate for this matter will be$250.00 per hour. Paralegal rates are $160 to$20S per hour. {ER71741094.DOC%;2/000B5.080004/I Advance Fee Deposit to trommence Representation Our advance fee deposit for this matter is waived. 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. Scapa of Services Based upon our discussion of your legal needs, you agreed that we assist you in connection with general telecommunication legal advice, franchises and negotiations. Other Matters The provisions of this letter and the attached Terms of Engagement shall apply to any other work or matter for which you engage us, including on behalf of any corporation or partnership in which you have an interest, except to the extent contingent fees or flat fees are otherwise agreed. 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, Geoff Bridgman. After reviewing this letter and the attached Terms of Engagement, please contact us if you have any questions. Otherwise, please sign and return a copy of this letter. We look forward to working with you. Very truly yours, OGDEN MURPHY WALLACE, P.L.L.C. Elana R. ll iERZ1741094,DCC%;2/00085.080004/i Enclosures I HEREBY ACCEPT AND AGREE TO the terms of this Engagement Letter and the attached Terms of Engagement as stated herein this ,day of 20L, CV fitzpa City Attorney JERZ1741094.DOCR;2/00085.080004/) , I OGDEN MURPHY WALLACE, P.L.L.C. 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 various factors. Bflling.Eees 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 will be billed would be: filing fees; delivery fees; computer assisted legal research; copying; charges of outside experts and consultants; and travel. {ERZ1741094.DOCx;2/00085,080004/i Advance Fee De osit 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 Detsosits 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 he 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. (ERZ1741074.DOCX;2/00085.080004/} Confidentialitlr arrd'flectronic ComnqnicaVons 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. As part of our work for you, we may transmit information by email, cellular telephones, voice over Internet and electronic data/document web sites and other means of electronic communication. If you need to have any information relating our work for you encrypted prior to transmission, let us know prior to any electronic communications. In the absence of a specific request for encryption we do not regularly encrypt our communications. By agreeing to engage us as your attorneys, you consent to the use of these communication methods. Dispute 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 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 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 ten (10) days of the date of the accompanying engagement letter. {erez1741o94.D0cx;2/00095,0e0004/J Independent Advice Since the Engagement Agreement is legally binding and affects your legal rights,you may wish to seek the advice of independent counsel prior to executing it. Conclusion Thank you for retaining our firm. We look forward to working with you, {E8Z1741094.DOC%;2/00085.080004/I