HomeMy WebLinkAboutContract CITY OF CAG-17-209
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AGREEMENT FOR LEGAL SERVICES REGARDING
TELECOMMUNICATIONS AND SMALL CELL TECHNOLOGY
THIS AGREEMENT, dated October 18, 2017, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Ogden Murphy Wallace ("Consultant"), PLLC. The City
and the Consultant are 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: Consultant agrees to provide legal representation for
telecommunications legal services as specified in Exhibit A, which is attached and
incorporated herein and may hereinafter be referred to as the "Work."
2. Chan�es 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 Performante: Consultant shall commence performance of the Agreement upon
request from the City. All 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, 2018.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $10,000, 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.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 Pavment. 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
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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 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 Consultant's 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 Pavment. 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 days' 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 oftermination, 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.
6. Warranties And Ri�ht To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
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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, Bride 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 City's or other's
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. The City
shall pay the Consultant for the hourly costs incurred in such search at the rates
established herein without respect to the do not exceed amount set forth in Section 4(a).
In the event Consultant believes said records need to be protected from disclosure, it
may, at Consultant's own expense, seek judicial protection. Consultant shall 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 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.
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9. Independent Contractor Relationship:
A. The Consultant is retained by the City only forthe purposes and to the extent set forth
in this Agreement.The nature ofthe 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 Consultant's failure to do so.
10. Hold Harmless: The Parties agree to release, indemnify, defend, and hold harmless the
other party, elected officials of the City as appropriate, 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, criminal or tortious
acts of the indemnifying party and its officers, agents and employees in its performance
of this Agreement or a breach of this Agreement by the indemnifiying party, except for
that portion of the claim caused by the other party's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction,alteration, improvement,etc.,of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
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Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's 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 City's 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 Consultant's performance of the Work.
12. Citv 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.
Information regarding acquiring a city business license can be found at:
http://rentonwa.�ov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at:
http://dor.wa.�ov/content/doin�business/re�istermvbusiness/
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. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
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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 Consultant's vehicles on the City's 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 City's 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 City's
recourse to any remedy available at law or in equity.
F. Subject to the City's 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. Delavs: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's 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.
15. Successors and Assi�ns: 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 CONSULTANT
City of Renton City Attorney Ogden Murphy Wallace, PLLC
1055 South Grady Way 901 5th Avenue, Suite 3500
Renton, WA 98057 Seattle, WA 98164-2008
Phone: (425) 430-6487 Phone: (206) 442-1308
smoloney@rentonwa.gov Ezana@omwlaw.com
Fax: (425j 430-6498 Fax: (206) 447-0215
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17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's 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
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 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 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
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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 Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authoritv. 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.
B. General Administration and Mana�ement. The City's project manager is Jennifer
Henning. In providing Work, Consultant shall coordinate with the City's contract
manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. 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.
E. Governin� 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 Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftin� 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.
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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.
H. Severabilitv. 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 A�reement. 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 Consultant's performance of
this Agreement.
K. Third-Partv 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. Bindin� 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 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.
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IN WITNE55 WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
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By: � gy. ,.
C.E. "Chip" Vincent a � � ,� �; y
Community and Economic Attorney l�!/e /G��
Development Administrator
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Date Date
Approved as to Legal Form
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Shane Moloney
Renton City Attorney
Contract Template Updated 07/19/2017
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City of Renton � Agreement for Legal Services Regarding Telecommunications and Small Cell Technology � EXHIBIT A
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OGDEN MURPHY WALLACE,PLLC T 206 447.7000 OMWLAW.COM
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6",��/$� ��'"` t SEATTLE,WA 98164-2008 �
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ELANA R.ZANA
206.442.1308
ezana@omwlaw.com
October 17, 2017
VIA EMAIL TO:SMOLONEY@RENTONWA.GOV
Shane Moloney
City Attorney
City of Renton
1055 South Grady Way
Renton,WA 98057
Re: Engagement Letter-Telecommunications Franchises and Negotiations
Dear Shane:
Thank you for engaging our firm to represent the City of Renton. The purpose of this letter is to confirm
that we represent the City of Renton 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 att�rneys that may work on your matter.
Terms of En�a�ement
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 Terms of
Engagement. This engagement letter and the enclosed standard Terms of Engagement set forth our
agreement with the City of Renton. Please review them carefully and if you understand and agree to
both documents, please si�n the enclosed copv of this letter where indicated and return it to us. Please
let us know if you have any questions or comments regarding our reiationship.
Le�al Fees
You will be billed for our services on an hourly basis. There may be some activity that we can do on a
flat fee basis, in which case we would have to specifically discuss and agree on that. My present billing
rate is $345.00 per hour. I may be assisted by other member attorneys in our office, including Scott
Snyder, and their billing rate is also $345.00 per hour. Associate attorney billing rates are $235,00 per
hour. Though we typically raise our fees at the beginning of the year, we will apply these rates without
increase in 2018 as well.
Advance Fee Deposit to Commence Representation
We are waiving our customary advanced fee deposit for this matter.
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City of Renton � Agreement for Legal Services Regarding Telecommunications and Small Cell Technology � EXHIBIT A
Supervisin�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.
Scone of Services
Based upon our discussion of your business matters, you agreed that we should undertake the following
services:
Assisting in the negotiation and drafting of telecommunications franchises, code updates, and
other general telecommunications related legal advice.
We appreciate the City of Renton's expression of confidence in Ogden Murphy Wallace, P.L.L.C. and
would like to assure you that we will do our best to provide Burien 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, Geoff Bridgman, or me. We look forward to working with the City of
Burien.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
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E{ana R. Zana��-�—�"�
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Enclosure
cc: Accounting Department-Ogden Murphy Wallace, PLLC
THE FOREGOING LETTER AND THE ENCLOSED STANDARD TERMS OF ENGAGEMENT ARE UNDERSTOOD
AND AGREED:
CITY OF RENTON
Signature: Date:
By: Shane Moloney I
Title: City Attorney '
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City of Renton � Agreement for Legal Services Regarding Telecommunications and Small Cell Technology � EXHIBIT A
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 to keep your costs as low as
possible.
Other Factors in Rates
Although time expended and costs incurred are usually the sole basis for determining our fees, by
mutual agreement billings to you for legal services may, in some instances, be based on a more
comprehensive evaluation of the reasonable value of the firm's services. The firm is committed to
charging reasonable fees for its services. In certain situations, factors other than the amount of time
required will have a significant bearing on the reasonable value of the services performed. Such factors
include: the novelty and complexity of the questions involved; the skill required to provide proper legal '
representation; familiarity with the specific areas of law involved; the preclusion of other engagements
caused by your work;the magnitude of the matter;the results achieved; customary fees for similar legal
services; time limitations imposed by you or by circumstances; and the extent to which office forms and
procedures have produced a high quality product efficiently.
In circumstances where our fees will be based on or include factors other than our normal hourly
charges and costs, we will notify you promptly and prior to proceeding. Any basic document fee that we
may charge in your business matters has been and will be set in light of these various factors.
Billin�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 include: conference time, whether in person or on the telephone; document preparation and
revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and
analysis; travel on your behalf; and other matters directly pertinent to and related to your business
and/or litigation matters handled by our firm. Typical of the costs for which you will be billed would be:
filing fees; delivery fees; computer assisted legal research; copying; imaging; long distance telephone
charges;charges of outside experts and consultants; and travel.
Advance Fee Deqosit
New clients are usually requested to provide an advance fee deposit to the firm. The advance fee
deposit is placed in a trust account as described below, and fees and expenses for legal services are then
charged against the account. Paying an advance fee deposit does not relieve the client's obligation to
pay monthly invoices. If an invoice remains unpaid after 15 days,the firm reserves the right to apply the
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City of Renton � Agreement for Legal Services Regarding Telecommunications and Small Cell Technology � EXHIBIT A
advance fee deposit to the unpaid balance and require an additional advance fee deposit before
commencing further work. At the conclusion of our legal representation or at such time as the deposit
is unnecessary,the remaining balance or an appropriate part of it will be returned to you.
Trust Denosits
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, a!I 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 at this firm.
Estimates
You may,from time to time, ask us for estimates of our fees and expenses either in whole or in part. We
are hesitant to give estimates because of their potential inaccuracy. However, if you require it, and if we
do provide you with such estimates, they will 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 tF�e control of the
firm.
Confidentiatity and Electronic Cammunications
We owe a duty of confidentiality to all of our ciients. Accordingly, you acknowledge that we will not be
required to disclose to you, or to use on your behalf, any information in our possession with respect to
which we owe a duty of confidentiality to another current or former client. As part of our work for you,
we may transmit information by email, cellular telephones, voice over Internet and electronic
data/document web sites and other means of electronic communication. If you need to have any
information relating our work for you encrypted prior to transmission, let us know prior to any
electronic communications. In the absence of a specific request for encryption, we do not regularly
encrypt our communications. By agreeing to engage us as your attorneys, you consent to the use of
these communication methods.
Dis�ute 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
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City of Renton � Agreement for Legal Services Regarding Telecommunications and Small Cell Technology � EXHIBIT A
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 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, that the arbitrator will be
bound by the AAA rules and not by state or federal law,and that discovery will be limited to what is allowed
under the AAA rules. Arbitration fees and expenses shall be borne equally by the parties. In the event of
non-payment such that we have to pursue collection of your account, you agree to pay the costs of
collecting the debt,including court costs and fees,and a reasonable attorney's fee.
Withdrawal
We reserve the right to withdraw from representing you if, for any reason, our fees are not timely paid
in accordance with this agreement, or for any other appropriate reason, as determined by the firm in
accordance with applicable law and the Rules of Professional Conduct.
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 Advke
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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