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HomeMy WebLinkAboutContract{OER4922-1419-0452;1/07851.000006/} AGREEMENT FOR CODE ENFORCEMENT RELATED LEGAL SERVICES THIS AGREEMENT, datedfor reference purposes onlyas October 17, 2025, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Ogden Murphy Wallace, PLLC, a Washington Professional Limited Liability Company/Limited Liability Company whose Washington state Unified Business Identifier is 601-602-686 (“Attorneys”). The City and the Attorneysare referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Attorneys agree to provide the following legal services, hereinafter “Legal Services”: Legal representation of the City in connection with City initiated code enforcement and abatement actions as requested by the City and agreed to by Attorneys, provided in accordance with this Agreement and Exhibit A, which is attached and incorporated herein. The lead attorney and primary contact for the City on this matter will be Nicholas Thomas, who may be assisted as needed by other members and associates. 2. Communication: The City authorizes Attorneys to exercise their best professional judgment to represent the City’s best interests in this matter. The City authorizes Attorneys to make tactical decisions that, in Attorneys’ best judgment, are necessary to pursuing this action. The City will determine the objectives of representation and Attorneys will consult the City regarding the means by which the objectives are to be pursued. All settlement offers will be communicated to the City, and no settlement will be agreed to without the City’s consent. Attorneys shall keep the Cityinformed as to the progress of the City’scase, including but not limited to the status of any hearings noted with or without oral argument, and will send copies of all important papers coming to and going from Attorneys’ office, including significant correspondence, pleadings,and other documents.Attorneys will provide the City with sufficient notice of significant decisions arising in the course of the Legal Services to allow the City to meaningfully participate in the decisions. Attorneys will not stipulate or agree to procedural changes or limitations or other actions that materially impact the City’s rights without obtaining the City’s fully informed consent. Such actions include, but are not CAG-25-327 PAGE 2 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} limited to continuing trial dates, stipulating to protective orders or other discovery concessions/restrictions, and joint defense agreements. To provide “fully informed consent,” the City must be provided copies of all relevant documents for review. Attorneys shall receive written permission from the City prior to engaging other professionals to aid in the representation, such as expert witnessesor consultants.Without such written consent, Attorneys assume full responsibility for all costs invoiced by other professionals who were hired by Attorneys. Attorneys shall provide required updates to the following City staff at the email addresses provided: Gina Estep CED Administrator GEstep@rentonwa.gov Patrice Kent Senior Assistant City Attorney PKent@rentonwa.gov All invoices for services shall be directed to the above City staff and legaladmin@rentonwa.gov and AFelicio@Rentonwa.gov. Failure of Attorneys to communicate with the City as required by this section is a material breach of this Agreement. 3. Public Communications: Attorneys shall not issue any news releases or make any statements to a member of the news media or the general public regarding the Legal Services without the prior approval of the City Attorney. 4. Time of Performance:Attorneys shall commence performance of the Agreement promptly and shall timely file and serve a notice of appearance pursuant to applicable court rules. All Legal Services shall be performed by no later than December 31, 2026, unless this Agreement is amended to extend the time of performance. 5. Compensation: A. Maximum Amount.Total compensation to Attorneysfor Legal Services provided pursuant to this Agreement shall not exceed ninety-nine thousand dollars ($99,000.00). Compensation shall be paid according to the rate(s) or amounts specified below: Members- $425 per hour; Associates- $310 per hour; Paralegal $190. Attorneys agree that any hourly or flat rate charged by Attorneys for Legal Services shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing with amendment to this Agreement. Attorneys will bill for hours worked in furtherance of the Legal Services. Hours worked (i) as a result of an internal transfer of attorneys during the PAGE 3 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} course of representation under this Agreement, or (ii) preparing or reviewing Attorneys’ billings to the City or other internal firm quality control procedures are not “in furtherance” of the Legal services within the meaning of this section. When Attorneys are close to incurring the maximum amount of compensation under this Agreement, or upon the City’s request, Attorneys will provide an updated estimate for Attorneys’ fees and costs for City’s consideration to amend this Agreement and increase the not to exceed amount set forth herein. B. Reimbursement. Attorneys will not be reimbursed for job related expenses except to the extent specifically agreed herein. Routine costs directly related to the provision of the Legal Services, such as filing fees and other court costs, legal messenger or process server costs, etc. may be reimbursed. Necessary travel expenses may be reimbursable subject to the City’s written authorization and the City’s travel reimbursement policy limitations. Fees and other expenses for expert consultants or witnesses will only be reimbursed if Attorneys (i) obtain written prior approval from the City and (ii) include these fees and expenses on Attorneys’ firm’s invoice, pursuant to subsection C of this section. Other necessary and reasonable expenses incurred in litigation may be reimbursable with prior written approval by the City. C. Method of Payment. On a monthly or no less than quarterly basis, Attorneys shall submit an invoice to the City staff in Section 2, including a description of what Legal Services have been provided, the name of the personnel performing such Legal Services, and any hourly labor charge rate for such personnel. The description of Legal Services in the invoice should avoid revealing privileged or confidential information, and should sufficiently identify individual tasks to avoid “block billing.” Invoices seeking reimbursement for experts or consultants retained by Attorneys must be submitted to the City on Attorneys’ firm’s invoice. The City cannot pay invoices issued directly from the expert or consultant unless the City has separately contracted with that expert or consultant. Payment shall be made by the City within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. D. Effect of Payment. Payment for any part of the Legal Services shall not constitute a waiver by the City of any remedies it may have against Attorneys for failure of Attorneys to perform Legal Services or for any breach of this Agreement by Attorneys. E. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Legal Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Legal Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. PAGE 4 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} 6. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Gina Estep Phone: (206) 305-3615 GEstep@rentonwa.gov Patrice Kent Phone: (425) 430-6482 Pkent@rentonwa.gov legaladmin@rentonwa.gov 1055 South Grady Way Renton, WA 98057 ATTORNEYS Oskar Rey 701 Fifth Ave., Suite 5600 Seattle, WA 98104 Phone: (206) 447-2263 Orey@omwlaw.com 7. Termination: A. Each Party has the right to terminate this agreement subject to applicable notice requirements and other restrictions set forth in the court rules or applicable law. In the event of such termination, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Attorneys pursuant to this Agreement shall be submitted to the City. B. In the event this Agreement is terminated by the City, the Attorneys shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Attorneys. No payment shall be made by the City for any expenses incurredor work done following the effective date of termination unless authorized in advance in writing by the City. 8. Warranties: Attorneys represent and warrant that Attorneys will perform all Legal Servicesidentified in this Agreement in a professional manner and in accordance with PAGE 5 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} all professional standards and laws. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Record Maintenance: The Attorneys shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Legal Services provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than ten years after the termination of this Agreement. The Attorneys agree to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 10. Public Records Compliance: A. Stipulations and Agreements. Attorneys shall familiarize themselves with the Public Records Act and shall consider the City’s obligations thereunder when considering strategy or entering stipulated motions or orders on behalf of the City. Attorneys shall not, without the informed consent of the City, enter a stipulation or agreement on behalf of the City which contains a confidentiality provision.Any such agreement must be signed by a representative of the City to be binding upon the City. B. Cooperation. To the full extent the City determines necessary to comply with the Washington State Public Records Act, Attorneys shall make a due diligent search of all records in their possession or control relating to this Agreement and the Legal Services, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. Attorneys shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. C. Indemnification. Attorneysshall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request (i) for which Attorneys have responsive records and for which Attorneys have withheld records or information contained therein, or not provided them to the City in a timely manner; and (ii) arising from or related to records subject to a confidentiality provision entered in violation of subsection A of this section. D. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 6 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} 11. Independent Contractor Relationship: A. The Attorneys are retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Attorneysand the City during the period of the Legal Services shall be that of an independent contractor, not employee. The Attorneys, not the City, shall have the power to control and direct the details, manner or means of Legal Services within the parameters of applicable laws and rules of professional responsibility. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Attorneys or any employee of the Attorneys. C. Attorneys shall furnish all tools and materials necessary to perform the Legal Services except to the extent specifically agreed herein. D. In the event special training, licensing, or certification is required for Attorneys to provide Legal Services they will acquire or maintain such at their own expense and, if Attorneys employ or otherwise assign the responsibility to perform the Legal Services, said employee or assignee will acquire and or maintain such training, licensing, or certification. E. Attorneys are responsible for their own insurance, including, but not limited to health insurance, and for their own Worker’s Compensation coverage as well as that for any persons employed by the Attorneys. 12. Hold Harmless: The Attorneys agree to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Attorneys in their performance of this Agreement or a breach of this Agreement by Attorneys, except for that portion of the claims caused by the City’s sole negligence. 13. Gifts and Conflicts: In compliance with the City’s Code of Ethics and state law, the Attorneys shall not give a gift of any kind to City employees or officials. Attorneys also confirm that Attorneys do not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Attorneys, PAGE 7 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} negotiating or administering this Agreement, or evaluating the Attorneys’ performance of the Legal Services. 14. Insurance: Attorneys shall secure and maintain: A. Professional Liability, Errors and Omissions coverage with minimum limits of $1,000,000 per occurrence and shall provide a certificate of insurance to the City before providing Legal Services; B. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington; and C. Commercial Automobile Liability for owned, leased, hired or non- owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Attorneys’ vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. D. Attorneys shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 15. Successors and Assigns: Neither the City nor the Attorneys shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Discrimination Prohibited: Attorney agrees as follows: A. Attorneys, and Attorneys’ agents, employees, representatives, and volunteers with regard to the Legal Services performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Legal Services or any other benefits under this Agreement, or procurement of materials or supplies. B. The Attorneys will take affirmative action to ensure that applicants are consideredand that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. PAGE 8 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} C. If the Attorneys fail to comply with any of this Agreement’s non- discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Attorneys are charged with knowledge of and compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws,worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 17. Miscellaneous: A. Approval Authority. Each individual executing this Agreement on behalf of a Party hereto represents and warrants that the individual is duly authorized to execute and deliver this Agreement on behalf of the Party. B. General Administration and Management. The City’s contract managers are identified in Section 6 above. In providing Legal Services, Attorneys shall coordinate with the City’s contract manager or the manager’s designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. Unless otherwise expressly agreed, to the extent an exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which the exhibit is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law.This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Attorneys and all of the Attorneys’ employees shall perform the Legal Services in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. PAGE 9 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Attorneys hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Attorneys is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Legal Services is essential to the Attorneys’s performance of this Agreement. K. Third-Party Beneficiaries.Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Attorneys from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. PAGE 10 OF 10 4922-1419-0452, v. 1 {OER4922-1419-0452;1/07851.000006/} IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ ATTORNEYS By:____________________________ Armondo Pavone, Mayor Oskar Rey, Member Ogden Murphy Wallace, PLLC _____________________________ Date October 20, 2025 Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Shane Moloney, City Attorney 11/3/2025 Approved by Shane Moloney via memo 10/20/2025 Ogden Murphy Wallace, PLLC T 206 447 7000 OMWLAW.COM 701 Fifth Ave., Suite 5600 F 206 447 0215 Seattle, WA 98104-7045 OSKAR E. REY orey@omwlaw.com October 17, 2025 VIA EMAIL ONLY Shane Moloney, City Attorney City of Renton 1055 South Grady Way Renton, WA 98055 smoloney@rentonwa.gov Re: Engagement Letter – City of Renton Dear Shane: Thank you for engaging our firm to represent you. The purpose of this letter is to confirm our representation and to describe how our services will be provided. Nicholas Thomas and I will be your primary contacts 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 via email or regular U.S. mail. 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. Our present billing rate for members, which is subject to change, is $425 per hour. Associate attorney billing rates are $310 per hour and paralegal rates are $190 per hour. Our fees in this matter will not exceed $100,000 without additional written authorization from the City. Supervising Attorney and Assistance Nick Thomas and I will be responsible for seeing that the work is carried out in an efficient and economical manner. We may be assisted by other attorneys and legal assistants in our office. They are all bound to you by the same duties of loyalty and confidentiality that bind Nick and me. ([KLELW$ Shane Moloney, City Attorney City of Renton October 17, 2025 Page 2 4926-2801-8548, v. 1 Shane Moloney, City Attorney City of Renton October 17, 2025 Page 3 4926-2801-8548, v. 1 Scope of Services Based upon our discussion of your business matters, you agreed that we should undertake the following services, as are reasonably required, which is the full scope of the services we have agreed to perform at this time: Lawsuit to abate public nuisance at former Boeing office buildings located at 535 Garden Avenue. 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. Oskar E. Rey OER/ljv Enclosure cc: Accounting Department THE FOREGOING LETTER AND THE ENCLOSED STANDARD TERMS OF ENGAGEMENT ARE UNDERSTOOD AND AGREED: CITY OF RENTON _______________________________________ By: _________________________________ Title: _________________________________ -1- 4926-2801-8548, 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. -2- 4926-2801-8548, v. 1 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. Advance Fee Deposit New clients are usually requested to provide an advance fee deposit to the firm. If an advance fee deposit is required, it will be placed in a trust account as described below. Paying an advance fee deposit does not relieve the client's obligation to pay monthly invoices. Trust funds will be applied to an invoice and credited to the firm 10 days after the date of the invoice unless we hear from you. The firm reserves the right to 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, any remaining balance or an appropriate part of any remaining balance 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, 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 -3- 4926-2801-8548, v. 1 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. Services as Registered Agent If you have asked us to serve as your business’s registered agent, please note that this type of work is a “law-related service,” which under the Rules of Professional Conduct is not prohibited as unauthorized practice of law when provided by a nonlawyer. The protections of the client-lawyer relationship do not exist in that circumstance. If we receive service of a lawsuit against you or your business in our capacity as registered agent, we will not be providing a defense to you or your business in that matter unless we specifically agree to do so. 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 (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 or jury 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. -4- 4926-2801-8548, v. 1 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. 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.