HomeMy WebLinkAboutCAG2024-098 - Original - Ogden Murphy Wallace, PLLC - Engagement Letter - 02/26/2024 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
T. Reyes-Selden for C. Schuck Law
Date Sent: Date Required:
0 02/27/2024 N/A
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant?[:]YesZNo
Budget?R]Yes:No Type: N/A
Vendor Name: Category:
Ogden Murphy Wallace, PLLC Contract
Vendor Number: Sub-Category:
= 34908 Original
0
Project Name: Legal Services - Engagement Letter
E
C Project Details:Retention of Ogden Murphy Wallace, PLLC to provide legal services and advice, as
= needed, to the City of Kent regarding various condemnation projects related to the
Mill Creek Reestablishment Project.
C
d
Agreement Amount: N/A Basis for Selection of Contractor: Direct Negotiation
`Memo to Mayor must be attached
i Start Date: 2/26/2024 Termination Date:
Im
Q Local Business?F_1YesP'1No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
F1YesF]No CAG2024-098
Comments:
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Date Routed to the City Clerk's Office: 3/5/24 Interlocal Agreement has been uploaded to website:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
C3�DE N OGDEN MURPHY WALLACE,PLLC T206.447.7000 OMWLAW.COM
901 FIFTH AVENUE,SUITE 3500 F 206.447.0215
M U P H Y SEATTLE,WA 9 816 4-2 00 8
WALLACE
ATTORNEYS
KARI L. SAND
ksand@omwlaw.com
February 26, 2024
Via email: CSchuck@kentwa.gov
Ms. Christina Schuck
Deputy City Attorney
City of Kent
220 Fourth Ave S.
Kent, WA 98032
Re: Engagement Letter
Dear Christina:
Thank you for engaging our firm to represent the City of Kent. The purpose of this letter is to confirm our
representation and to describe how our services will be provided. I will be your primary contact here at
the firm for legal matters, but you should always feel free to contact any of the other attorneys that may
work on your matter.
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, enclosed is a copy of our Standard Terms
of Engagement. This engagement letter and the enclosed Standard Terms of Engagement set forth our
agreement with you. Please review them carefully and if you agree to both documents, please sign the
enclosed copy of this letter where indicated and return it to us. Please let us know if you have any
questions or comments regarding our relationship. If you have any questions, I am happy to work through
them with you.
Legal Fees
You will be billed for our services on an hourly basis unless otherwise agreed in writing. My present billing
rate,which is subject to change, is$415 per hour. Associate attorney billing rates are$315,and Paralegals
are billed at$215 per hour.
Advance Fee Deposit To Commence Representation
We have waived the requirement of an advance fee deposit for our services.
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.
Christina Schuck, Deputy City Attorney
City of Kent
February 26, 2024
Page 2
Scope of Services
Based upon our discussion, you have requested my firm's and my assistance with various condemnation
projects, currently related to the Mill Creek Reestablishment Project.
Other Matters
The provisions of this letter and the attached Standard Terms of Engagement shall apply to any other work
or matter for which you engage us.
We appreciate your expression of confidence in Ogden Murphy Wallace, P.L.L.C. and 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 our Managing Member,Jessica
Jensen, or me. We look forward to working with you.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
Kari L. Sand
KZS/Ijv
Enclosure
cc: Accounting Department
THE FOREGOING LETTER AND THE ENCLOSED STANDARD TERMS OF ENGAGEMENT ARE UNDERSTOOD
AND AGREED:
By:
thi
`ure)
Tammyte
(Print Name)
Title: City Attorney
4856-4512-1705,v. 1
OGDEN MURPHY WALLACE, P.L.L.C.
STANDARD 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.
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. There may be some activity that we can do on a
contingent or other basis, however,we will handle matters on a contingency or other basis only when and
to the extent specifically agreed in writing in advance of the work.
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 that we may
charge you has been and will be set in light of these various factors.
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 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 include filing fees; delivery
fees; computer assisted legal research; copying; imaging; telephone conference charges; charges of
outside experts and consultants; and travel.
Payment; Interest
You agree to make payment within thirty (30) days of receipt of our invoices. Outstanding balances that
are not paid within thirty(30) days of receipt will accrue interest at the rate of one percent monthly from
the date of invoice until paid.
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We impose a surcharge on credit cards only. The surcharge is not greater than our costs of acceptance.
We impose an effective rate charge of 3% (three percent) on the transaction amounts on Visa, MC,
Discover, and AMEX payments. We do not surcharge Gift Cards, Pre-Paid cards, or Visa, MC, Discover,
and AMEX debit cards.
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 paper or electronic 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.
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.
Confidentiality and Electronic Communications
Ogden Murphy Wallace is committed to maintaining the security of our system and the communications
with our clients. Unless you otherwise instruct us in writing, we intend to use various communications
devices in the normal course (which may include wired or wireless devices, e-mail, cellular telephones,
voice over Internet, texting, and electronic data/document web sites) to communicate with and send or
make available documents to you and others. Though encryption is a security tool that we utilize, not all
communications are encrypted. By signing this letter, you consent to the usage of a variety of
communication methods even if such methods are not encrypted.
It is important for us to maintain open communication with each other throughout the engagement. We
will regularly keep you informed of the status of the matter and will promptly notify you of any major case
developments. We will consult with you whenever appropriate.
You agree to communicate with and provide us with complete and accurate information as needed to
further the case. Further, you will timely notify us of any changes in the structure of your organization,
changes to the personal information or residence of any individuals related to this matter,or any extended
periods of time when you will be unavailable.
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, will be submitted to arbitration through the American Arbitration Association
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(the "AAA") in Seattle, Washington, according to its then-effective rules, and to Ogden Murphy Wallace,
P.L.L.C. and you agree to be bound by the results of such arbitration. Please be aware that by agreeing to
arbitration, you are waiving the right to a trial by jury and your right to appeal. Although the arbitrator
will be authorized to award any damages or relief that a court of law having jurisdiction over the dispute
could award, the arbitrator will be bound by the AAA rules and not by state or federal court rules, and
discovery will be limited to what is allowed under the AAA rules. The grounds for appeal of an arbitration
award are limited as compared to a court judgment orjury verdict.Arbitration fees and expenses shall be
borne equally by the parties. In the event of non-payment such that we must 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.
The law of the state of Washington will apply to any such dispute.
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 reason, as determined by the firm in
accordance with applicable law and the Rules of Professional Conduct.
Client Documents
During the engagement, we will maintain certain documents relevant to this representation. At the
conclusion of this engagement,we will retain your original documents for a period of ten years unless you
request that they be returned to you. If you have not requested possession of the file or any of its contents
at the end of ten years,the file may be destroyed in accordance with our record retention program.
We may store some or all of your electronic files on a variety of platforms, including third-party cloud-
based servers. You specifically consent to the use of these services for document storage and
management, and to the conversion of all paper documents in your file to electronic form.You recognize
that technology is ever evolving and that electronic communications cannot be fully protected from
unauthorized interception. You acknowledge that our email system may be unencrypted, and you
covenant and agree to proactively notify us in writing if you require that any of your deliverables or emails
be sent to you with encryption. We caution you not to send or access any email or other electronic
message to or from us, respectively,via any public or semi-public network, or network or devices owned
or controlled by any third party. Nonetheless, for efficiency purposes, you authorize us to transmit
information, including information of a confidential nature,to you (or your designated representative) by
email to any address which you may provide to us for such purposes, including responding to the sending
address of any such message that we may receive from you. In addition, you authorize our use of third-
party cloud, back-up,client management,timekeeping,and file-sharing services,including, but not limited
to, ShareFile, Dropbox, DocuSign, Carpe Diem, Mimecast, and SurePoint, in the course of our
representation. You acknowledge that we may be bound by certain third party terms and conditions
related to the use of such services and that our use of such services is not without risks (and you agree to
assume such risks).
Please note that if we represent you in a matter in litigation, you have an obligation to preserve all
documents that may be relevant to this matter.
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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.
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.
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