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HomeMy WebLinkAboutContractAgreement for Legal Services AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT, dated _________________, 2021, is by and between the City of Renton (the a Washington municipal corporation, and Foster Garvey PC The City and the Consultant are referred to collectively in this Agreement as the Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide legal services as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually agreed by the Parties. 3.Time of Performance:Consultant shall commence performance of the Agreement on or before, May 15, 2021. Work shall be performed in a timely manner as appropriate for the nature of the work. This Agreement shall terminate, unless extended by written agreement, by no later than December 31, 2022. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $25,000, plus any applicable state and local sales taxes. Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibit A, unless additional compensation is authorized by the City. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work is performed, the Consultant shall submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor CAG-21-133 PAGE 2 OF 11 Agreement for Legal Services charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. 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 Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. 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 Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. C. Consultant may terminate this Agreement if permitted or required by the Washington Rules of Professional Conduct. PAGE 3 OF 11 Agreement for Legal Services 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The or adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work 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 six years after the termination of this Agreement. The Consultant agrees 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. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant 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. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 4 OF 11 Agreement for Legal Services 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. 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 Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the failure to do so. 10. (Not Used) 11. Gifts and Conflicts: The Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does 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 Consultant, negotiating or administering this Agreement, or evaluating the performance of the Work. 12. City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. PAGE 5 OF 11 Agreement for Legal Services Information regarding acquiring a city business license can be found at: http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882 Information regarding State business licensing requirements can be found at: http://dor.wa.gov/doing business/register my business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C.compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. 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 vehicles on the Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non contributory primary basis. The insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the recourse to any remedy available at law or in equity. F. Subject to the review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the reasonable control. When such delays beyond the reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. PAGE 6 OF 11 Agreement for Legal Services 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. 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 City of Renton City Attorney 1055 South Grady Way Renton, WA 98057 Phone: (425) 430 6486 Email: cbeyer@rentonwa.gov Fax: (425) 430 6498 CONSULTANT Lori Terry 1111Third Ave, Suite 3000 Seattle, WA 98101 Phone: (206) 447 8902 Lori.terry@foster.com Fax: (206) 447 9700 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and agents, employees, representatives, and volunteers with regard to the Work 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 Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and 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 PAGE 7 OF 11 Agreement for Legal Services advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this non discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D.The Consultant is responsible to be aware of and in 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. 18. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Workers' Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. PAGE 8 OF 11 Agreement for Legal Services General Administration and Management. The project manager is . In providing Work, Consultant shall coordinate with the contract manager or his/her designee. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. 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. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. 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. Consultant and all of the employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. 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. 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. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. Severability. A court of competent 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. PAGE 9 OF 11 Agreement for Legal Services 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 Work is essential to the 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 failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant 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. 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:_____________________________ CONSULTANT By:____________________________ Martin Pastucha Public Works Administrator Diana Shukis Co Chair of Firm _____________________________ Date _____________________________ Date PAGE 10 OF 11 Agreement for Legal Services Approved as to Legal Form By: __________________________ Cheryl Beyer Senior Assistant City Attorney Non standard 5 15 21(1463 folder 2) Cheryl L. Beyer 5/14/21 PAGE 11 OF 11 Agreement for Legal Services EXHIBIT A Scope of Work Attached Letter of Engagement Labeled EXHIBIT A Legal representation and consultation regarding Defense of Clean Water Act Notice of Intent to Sue and Potential CWA Citizen Suit Matter. FG:54299432.1 Direct Phone: 206.447.8902 lori.terry@foster.com May 14, 2021 Cheryl Beyer City of Renton 1055 South Grady Way Renton, WA 98057 Re: Engagement of Foster Garvey – Legal Advice Regarding Clean Water Act Notice of Intent to Sue dated April 23, 2021 Dear Ms. Beyer: Thank you for the opportunity to represent the City of Renton with regard to defending the City against the allegations contained in the Clean Water Act Notice of Intent to Sue dated April 23, 2021, and in any subsequent citizen-suit action filed in federal court. This letter and the enclosed Terms of Engagement will govern these matters and any additional matter or service we undertake for you, except as otherwise specified in a separate letter or email addressing that matter. Our fees are principally based on hourly rates. My hourly rate for this engagement is $585.00, which represents a discounted municipal rate. I may also involve other lawyers or staff members as necessary to handle the work efficiently and meet deadlines, and their time may be charged at different rates and will also be billed at a discounted municipal rate. We review and adjust our billing rates from time to time, typically on January 1. The enclosed Terms of Engagement provides additional information regarding fees, disbursements, billing and payment, and termination of our representation should payment not be made or other circumstances warrant. The threatened CWA lawsuit does not present any conflicts of interest. This letter will not repeat the conflict-of-interest discussion in Kinnon Williams’ engagement letter of March 29, 2021 and instead incorporate those waivers by reference. Instead this letter explains the security measures we will implement for this engagement. The documents and records we generate for this matter will be placed inside the security restriction that already exists for City of Renton in our document/records management database (iManage), accounting database (Aderant), and time entry database (IntappTime). In other words these files will secured against access by timekeepers other than those working on this matter and the City’s condemnation matter. Exhibit A Engagement Letter May 14, 2021 Page 2 FG:54299432.1 The documents we receive from the City relating to this matter will be outside our document management system, which is not intended to act as a repository for third-party documents. They will be placed in a folder on a shared drive for efficient access by the lawyers working on this matter (myself and an associate) and our assistants. The folder for this matter will be secured against access by timekeepers other than those of us working on this matter. Please note that I have done some environmental work for one of the Seahawks-related clients, involving property located outside the City of Renton and I have represented BNSF in a litigation matter against the Washington State Department of Ecology, which did not involve the City of Renton. There is no reason to anticipate that a Seahawks-related entity or BNSF will become involved in the City’s Clean Water Act matter. We do not believe my environmental work for these other clients presents any conflict or potential conflict with the City and trust the City will be comfortable with my remaining available to assist those clients if/as needed regarding their unrelated environmental matters. Of course, if a new engagement should present a conflict, we would notify all affected clients and seek consent as required by the Rules of Professional Conduct. Again, thank you for the opportunity to work with you and the City on this matter. If this letter and the enclosed Terms of Engagement meet with your approval, please confirm our engagement by signing and dating below and returning a copy to me so that we may begin work promptly. We look forward to working with you. Sincerely, FOSTER GARVEY PC Lori A. Terry Enclosure: Terms of Engagement AGREED: CITY OF RENTON By: Title: Date: FG:54299432.1 Foster Garvey Terms of Engagement Thank you for choosing Foster Garvey P.C. This document explains terms that apply to the representation described in our engagement letter and any subsequent engagements undertaken by mutual agreement, unless we reach a different written understanding. Please ask any questions you may have about these terms before signing the engagement letter. I. Working Together Generally one lawyer will be responsible for, and will oversee, the firm’s representation of you, although other lawyers or staff members may assist in providing appropriate, efficient, and timely legal services. Your responsible lawyer will be your principal contact for coordination of your representation. If you have any concerns regarding our relationship or our services, please notify your responsible lawyer or one of the Co-Chairs of the firm’s Executive Committee. II. Electronic Communications As we work together, it is likely that both you and the firm will use electronic devices and Internet services (which may include unencrypted email, mobile phones, voice over Internet, electronic data/document websites, and other technology) to communicate and transfer documents. Although the use of this technology involves some degree of risk that third parties may access confidential communications, we believe and you agree that the benefits of using this technology outweigh the risk of accidental disclosure. We have adopted policies and systems to make our electronic communications with you reasonably secure, and it is equally important that you communicate with us in a manner that reasonably protects confidential information and privileged communications. You should not use any computers or other electronic devices, networks, or Internet addresses that are owned, controlled, or may be accessed by others to send or receive confidential information to or from us. If you anticipate that any matter will involve personally identifiable information protected by data security laws, please notify the responsible lawyer promptly so we can discuss the use of encrypted email and/or other precautions. III.Conflicts of Interest We have performed a search of our conflicts database to determine whether representing you might present a potential conflict of interest with another client. We performed the check using your name and any other names you provide to us. Please inform us immediately if you use any other names (such as trade names) that we should enter into our database. IV.Client Identity Our client is the entity or person named as our client in the engagement letter and does not include any affiliate, equity holder, employee, member of your family or other person unless we are retained directly by them. You confirm that we may represent another client adverse to any of them, or to an entity in which you hold an ownership interest, in matters unrelated to our work for you. FG:54299432.1 V. Basis for Fees We generally charge on an hourly basis for time expended on your behalf, including but not limited to telephone conversations, in-person meetings, strategy development and planning, document preparation and review, research, court appearances, and travel. In setting the hourly rates for a particular engagement, we will consider various factors, including: the novelty or difficulty of the questions involved; the experience, reputation, and ability of those performing the services, the time limitations imposed by the client or the circumstances; the amount at stake; and the likelihood that accepting the engagement would preclude the firm from accepting other client opportunities. We review and adjust our standard billing rates from time to time, typically on January 1. Alternative fee arrangements that are not based entirely on hourly rates will be specified in the engagement letter. VI.Estimates vs. Fixed Fees Clients occasionally request advance estimates of fees and costs. An estimate, although based on the lawyer’s professional judgment and the information provided by the client, will be affected by factors outside the control of the firm and the client. Unless we reach a clear, written understanding that the fee will be charged at a fixed amount or capped at a fixed amount, any estimate we provide may be revised based upon the facts and circumstances we encounter during your representation. VII. Trust Account The amounts you pay to us in trust will be deposited in our client trust account. As required by the rules of professional conduct governing lawyers, interest earned will be paid to a foundation to support law-related charitable activity. However, when a client’s deposit is large enough to earn interest in excess of bank and administrative costs, the firm will place the funds in a segregated account. In that circumstance the interest earned will be added to your deposit and reported by our bank to the Internal Revenue Service as taxable income to you. VIII. Costs Advanced to Third Parties In the course of serving you, we may make payments to third parties on your behalf. For example, courts and agencies often charge filing or recording fees, and we are required by law to pay witness fees. We may also contract on your behalf with vendors, such as court reporters, messenger services, independent professionals (foreign agents, investigators, appraisers, and accountants, to name a few examples), and expert witnesses, and we may incur travel expenses. We may elect to advance these costs and include the charges, without mark-up, on our invoices, or we may require you to provide an advance deposit for costs or to pay non-routine expenses directly to the third party. IX.Other Charges In addition, our invoices reflect charges for services provided by our firm, currently including but not limited to the following: photocopying, document binding, database storage costs, and online legal research. FG:54299432.1 X. Billing and Payment We generally invoice our clients on a monthly basis. The invoice will typically reflect charges incurred during the prior month but some charges may not be processed and billed until sometime after the expense has been incurred. Payment is due within 30 days following the date of the invoice. Payment of an invoice confirms your agreement to the amount charged. If you disagree with the amount charged on an invoice, you must notify us within 60 days of the date of the invoice by contacting the responsible lawyer or the firm’s accounting department. XI.Insurance Coverage If you believe you may have coverage for legal fees incurred in this matter, you should notify your broker or carrier immediately. We have no obligation to notify your broker or carrier unless you expressly request us to do so, we agree to undertake that additional task, and you provide copies of all relevant policies and related documents. Although you may have coverage, primary responsibility for payment remains with you. XII. Late Payment and Past Due Accounts If an account becomes more than sixty (60) days past due, the firm may decline to perform additional legal services until the account is brought current or may withdraw from the representation. If the firm incurs costs to collect the amount due, it shall be entitled to its collection costs and a reasonable attorney’s fee (for the services of outside counsel and/or internal counsel). Unless otherwise agreed, we may apply payments first to our attorney’s fees and costs of collection, second to service charges, and then to invoiced fees, costs advanced and other charges. XIII. Conclusion of Matter; Retention and Disposition of Documents Our representation in a matter will be deemed concluded at the time we issue our final invoice for services rendered. To the extent you have not previously received copies of correspondence or other documents during the course of representation, we will provide such material at your request. XIV. Post-Engagement Matters You are engaging us to provide legal services in connection with a specific matter. After completion of the matter, changes may occur in applicable laws or regulations that could affect your future rights or liabilities. Unless you re-engage us to provide additional legal advice, the firm has no continuing obligation to advise you regarding such issues, other legal developments, or renewal or other deadlines you may have with respect to the subject matter of the representation. Any re-engagement will be subject to clearing conflicts and to these terms of engagement. XV. Termination of Representation Prior to conclusion of our representation, you may terminate our relationship at any time and for any reason by providing written notice. Similarly, we may, with written notice, withdraw from our representation of you if required or permitted by the applicable rules of professional conduct. If the permission of a court or other adjudicator is required for withdrawal, we will promptly request such permission, and you agree not to oppose our request. Upon termination or withdrawal, you will remain FG:54299432.1 obligated to pay promptly all charges for legal services already rendered and, in circumstances where the termination or withdrawal is caused by your conduct, charges resulting from the termination or withdrawal, including time spent working with successor counsel. We will cooperate with successor counsel to assure a smooth transfer of the representation. XVI. Arbitration If you disagree with the amount of our fee, please contact the responsible lawyer or an alternate representative identified on our website. Typically we can resolve such disagreements satisfactorily with little inconvenience or formality. In the event a fee dispute is not readily resolved, some state bar associations offer programs for arbitration of fee disputes. XVII. Questions If you have any questions regarding the terms set forth in this document, please contact the lawyer who sent your engagement letter or your current responsible lawyer, if different. Please note that the rules of professional conduct preclude us from acting as your counsel with respect to these terms, but you are free to consult with independent counsel if you wish. These terms govern not only the representation described in our engagement letter, but also any subsequent engagements undertaken by mutual agreement, unless we reach a different written understanding.