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HomeMy WebLinkAboutCAG2024-208 - Original - Wilson Williams LLP dba Wilson Williams Fellman Dittman (WWFD) - Legal Services Engagement Letter - 03/26/2024 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 05/01/2024 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: Wilson Williams LLP dba Wilson Williams Fellman Dittman Contract Vendor Number: Sub-Category: = Original 0 Project Name: Legal Services - Engagement Letter E i Project Details:Retention of Wilson Williams LLP dba Wilson Williams Fellman Dittman to provide legal services and advice,as needed,to the City of Kent regarding wireline based franchise agreements with broadband providers, small cell C wireless franchise agreements with wireless providers,and other broadband/telecommunications matters,as they *J arise. C d 40 Agreement Amount: N/A Basis for Selection of Contractor: Direct Negotiation 47 `Memo to Mayor must be attached 3- Start Date: 3/26/2024 Termination Date: 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 CAG2024-208 Comments: a1 C 3 4) H •� i N 3 f0 C V1 [Date Routed to the City Clerk's Office: 5/2/24 Interlocal Agreement has been uploaded to website: ❑ adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 Wilson Williams Fellman Dittman PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is a contract for professional services effective March 26 2024, between Wilson Williams LLP d/b/a WILSON WILLIAMS FELLMAN DITTMAN ("Law Firm") and the City of Kent, Washington (the "Client"). FOR AND IN CONSIDERATION of the mutual promises and undertakings herein set forth the parties agree as follows: 1. Services. Law Firm agrees to provide the following services: • Wireline based franchise agreements with broadband providers; • Small cell wireless franchise agreements with wireless providers; and • Other broadband/telecommunications matters as may come up and be requested by the Client from time to time. The Client understands that the attorneys at the Law Firm are not licensed to practice law in the State of Washington. The attorneys at the Law Firm have particular expertise and experience in broadband/telecommunications legal issues under federal law, and the Law Firm is being retained to work with and provide direction to the City Attorney's Office in connection with these federal laws and regulations. The ultimate legal advice provided to the Client will be through the City of Kent, City Attorney's Office. Law Firm will exercise its best efforts on behalf of the Client and furnish the said services faithfully, with due diligence, and in accordance with the Rules of Professional Conduct. The Law Firm cannot and does not guarantee or agree that a result favorable to or satisfactory to the Client will be achieved. Law Firm is acting as an independent contractor therefore the Client will not be responsible for FICA taxes, health or life insurance, vacation, or other employment benefits. 2. Staffing. Ken Fellman will be the primary designated Attorney for this engagement, with assistance from associate attorney Wilson Scarbeary and other attorneys at the Law Firm, as needed and as directed by Ken Fellman. 3. Retainer. N/A 4. Fees and Expenses. The Client will compensate Law Firm for professional services as indicated in Exhibit A. Expenses such as photo-copying will be charged at the rates set forth on the attached Schedule of Costs, Exhibit B. a. Other Expenses. In addition to the foregoing hourly rates for services, the Law Firm shall charge and the Client shall pay all costs incurred by the Law Firm in providing services to the Client. Examples of such costs include charges for filing fees, mileage, photocopies, scanning, color printer, messenger service, etc. A copy of the Schedule of Costs is attached as Exhibit B. The Law Firm will charge for half of the travel time to attend Client meetings, but will charge for the entire round trip mileage at the IRS-approved rate from the Law Firm's Louisville offices or point of origination. 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com kDWilson Williams Fellman Dittman b. Monthly Billings. Law Firm will issue a detailed, itemized invoice each month, for both fees and disbursements. All bills will reflect services already performed and disbursements already made, and are due upon receipt. Any amounts not paid within thirty (30) days of the date of the bill shall be subject to a late payment charge of 1.5% per month. If the Client fails to pay any charges within sixty (60) days of the date of the bill the Law Firm may elect to stop all work for the Client. The Client's obligation to make prompt payment of all charges does not depend upon achievement of any specific result. Payments will be applied first to the oldest amounts outstanding. c. Rate Adjustments. Adjustments in the Law Firm's rates and charges do occur from time to time, and we endeavor to notify all our then active clients of any changes at the time they are to take place. Nonetheless we still encourage all client inquiries concerning the rates in effect at the beginning of each project and will provide an updated copy of the Billing Rate and Schedule of Cost Exhibits upon every request. 5. Termination. This Agreement may be terminated by either party upon notice in writing to the other provided, however, that any fees and costs that have accrued to the date of termination shall still be owed by the Client. 6. File Retention and Destruction. Law Firm will retain files received from and developed in handling the Client's matter for seven (7) years following the conclusion of the matter. It is the Law Firm's policy to destroy all files including all documents and materials therein seven (7) years after we send such files to remote storage upon completion of the matter. However, if some legal restriction on destruction is imposed or some development occurs, the retention may be modified. The Law Firm's file retention and destruction process is automatic and the Client will not receive further notice in advance of destruction of these files. Accordingly, if the Client wishes to maintain a record of any matter beyond our retention period, the Client should consider maintaining its own files relating to the matters the Law Firm is handling. [Signature Page Follows] 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com kvWilson Williams Fellman Dittman IN WITNESS WHEREOF the parties have executed this agreement effective as of the day and year first written above. WILSON WILLIAMS LLP D/B/A WILSON WILLIAMS FELLMAN DITTMAN By: Y Kenneth S. Fellman, Partner Date: March 18, 2024 CITY OF KE .T, WASHINGTON By: Its: 1 y Attor Date: March 26, 2024 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com Wilson Williams Fellman Dittman Exhibit A - 2024 Billing Rates — Local Governments General/Regular Local Government Representation (Municipal/County/Special District Attorney) Attorney Position Hourly Rate Partner $255.00 Counsel $240.00 Senior Associate $220.00 Associate Attorney $205.00 Paralegal $105.00 Geoff Wilson $300.00 Geoff Wilson (hrg officer) $350.00 Ken Fellman $325.00 Billing Methodology Our Law Firm provides a computer-generated, detailed billing statement each month, for both fees and disbursements. All invoices will reflect services already performed and disbursements already made and are due upon receipt. In addition to the foregoing hourly rates for professional services, the Law Firm will charge for all costs incurred in providing such services. Examples of such costs include the following. The Law Firm will charge for mileage to and from the Louisville office at the IRS-approved rate, and '/2 travel time at the applicable hourly rate. Document printing and copying charges are $.10 per page for black and white copies, and $.50 per page for color copies, made within the office. Copying, collating, binding, and scanning performed outside the office will be charged at actual cost for such third-party service. 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com Wilson Williams Fellman Dittman Exhibit B - Schedule of Costs 1. Long Distance Telephone Charges: There is no charge for long-distance calls. 2. Copying and Scanning: Document scanning and copying charges are $.10 per page for black and white copies, and $.50 per page for color copies made within the Law Firm. Copying, collating, binding, and scanning performed outside the Law Firm shall be charged at actual cost. The decision to use outside scanning, copying, collating and binding services shall be made on a case-by-case basis as the circumstances require. 3. Deliveries: Items delivered by commercial messenger service are billed at the actual rate charged by the service. 4. Legal Research: The charge to the Client includes the usage amount billed directly to the Law Firm from its on-line legal research provider in relation to the Client's case. 5. Travel and Mileage: Travel is charged at half of the total time of travel. Mileage is charged at a rate consistent with the guidelines published by the IRS from the Law Firm's Louisville offices or point of origination. 6. Other Costs: Other third-party costs will be billed to clients at the same rate the Law Firm is billed for the third-party services or expenses. 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com VeWilson Williams Fellman Dittman WILSON WILLIAMS FELLMAN DITTMAN PRIVACY POLICY NOTICE Attorneys, like other professionals, who advise on certain personal matters, are required by federal law to inform their clients of their policies regarding privacy of client information. Attorneys have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by law. Therefore, please understand that your privacy is important to us and we will always protect your right to privacy. Maintaining your trust and confidence is a high priority to this law firm. The purpose of this notice is to comply with the law by explaining our privacy policy with respect to your personal information. NONPUBLIC PERSONAL INFORMATION WE COLLECT: In the course of providing our clients with services, we collect personal information about our clients that is not available to the public and which is provided to us by our clients or obtained by us with their authorization or consent. PRIVACY POLICY: As a client of Wilson Williams Fellman Dittman, rest assured that all nonpublic personal information that we receive from you is held in confidence, and is not released to people outside the firm, except as agreed to by you, or as is permitted or required by law and applicable ethics rules. CONFIDENTIALITY AND SECURITY: We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. We restrict access to nonpublic, personal information about you to those people in the firm who need to know that information to provide services to you (and their support personnel). In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards as well as federal regulations. Please call the attorney you work with if you have any questions. Your privacy, our professional ethics, and the ability to provide you with quality service are very important to us. 1314 Main Street,Suite 101,Louisville,CO 80027 (303)376-8510 wwfdlaw.com