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HomeMy WebLinkAbout23-022 - Foster Garvey PC - Teamsters 763 Collective BargainingCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 23-022 Council Approval N/A PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Foster Garvey PC, hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform collective bargaining legal services in connection with the project titled the Teamsters 763 collective bargaining. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31, 2023, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than December 31, 2023 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $39,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA revised May 2020 Page 2 4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Consultant shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. CA revised May 2020 Page 3 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Foster Garvey PC 1111 Third Avenue Seattle, WA 98101 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA revised May 2020 Page 4 TC DATED this 14 day of February, 2023. CITY OF TUKWILA CONSULTANT: eSigned via SeamleseDoos.00m Allan Ekberg, Mayor 2/17/23 ATTEST/AUTHENTICATED: aaialiail via qvaialassrairv COM C'/ aty O6/(ahe y Christy O'Flaherty, City Clerk APPROVED AS TO FORM: eSignetl via SeamlessDocs.com Office of the City Attorney CA revised May 2020 Gfrai' i By: f:' :It (Fe) :023- Printed i" - - Printed Narrie: Alyssa Metter Title: Attorney Page 5 Foster Garvey February 1, 2023 By Email (tc.croone a tukwila.gov) Only T.C. Croone, Chief People Officer City of Tukwila 6300 Southcenter Blvd Tukwila, WA 98188 Re: Foster Garvey Engagement and Waiver Letter Dear Ms. Croone: EXHIBITS A AND B Direct Phone 206.816.1329 aIVssa.m It r(d)fe t r.cem We are pleased to have the opportunity to represent the City of Tukwila ("the City") in the matter described below. This letter and the enclosed Terms of Engagement form our agreement regarding the terms under which you engage Foster Garvey PC. Our Engagement Our initial engagement will be limited to representing the City in negotiations and review of a contract between the City and the International Brotherhood of Teamsters, Local 763 ("the Teamsters"). This will include all aspects of collective bargaining, including preparation for a successor agreement and related executive, manager, and/or bargaining team training. Of course, the scope of our engagement may be expanded by written mutual agreement. This letter and enclosure will govern any additional matter or service we undertake for you, except as otherwise specified in a separate letter or email addressing that matter. Our client in this matter will be the City, which means that we will not act as counsel to you personally, nor to other officers, directors, or related parties. In exercising our responsibility to the City, we will be guided by its governance documents. Our Fee Arrangement Our fees are principally based on hourly rates. My regular hourly billing rate is $455. For this engagement I am providing a 10% reduction of that rate, to $410. 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. We review and adjust our billing rates from time to time, typically on January 1. The attached Terms of Engagement provides additional 1'G: 1OO9 36265.1 SEATTLE . CRTLANC NEW'I'OF:'. SP•7KANE EEIJINa City of Tukwila February 1, 2023 Page 2 information regarding fees, disbursements, billing and payment, and termination of our representation should payment not be made or other circumstances warrant. Waiver of Conflicts of Interest Foster Garvey's representation of the City outlined in this engagement letter presents a conflict of interest because this firm currently represents other clients against the City in the following matters: (1) Foster Garvey represents 17000 Southcenter Parkway LLC with respect to land use issues, and possibly negotiating with the City in the City's capacity as a land use regulatory authority. (2) Foster Garvey represents the Central Puget Sound Regional Transit Authority (alk/a Sound Transit) with respect to regulatory issues that arise regarding its system and facilities, including regulatory issues that involve the City. We believe the factual and legal issues likely to arise in the proposed engagement are unrelated to our representation of the two clients referenced above (collectively "the Adverse Clients"). Under the Washington Rules of Professional Conduct, this firm may not oppose a current client, even on an unrelated matter, unless (1) we reasonably believe that we will be able to provide competent and diligent representation to each client and (2) each client gives informed consent. A copy of the rule is enclosed for your reference. In other words, we must consult with both clients, and we cannot proceed with the engagement unless both the City and all of the Adverse Clients consent. See RPC Rule 1.7, appended to this letter for your reference. In deciding whether to consent, the City should consider whether our representation of the Adverse Clients, as described above, might adversely affect the City. For example, clients that are asked to waive or consent to conflicts typically should consider whether there is any material risk that their attorneys will be less vigorous advocates on their behalf due to concern about offending the other client. Similarly, clients should consider whether there is any material risk that their confidences will be used to their detriment. In the present case, we do not believe there is a material risk of either type because the proposed engagement for the City is unrelated to our representation of the Adverse Clients. The matters in which Foster Garvey represents the Adverse Clients have no relation to the contract being negotiated between the City and the Teamsters. Also, we take seriously our obligation under the Rules of Professional Conduct not to disclose, or otherwise misuse, the City's confidential information. You should, however, review this issue from the City's perspective and, if you wish, with independent counsel. 1'G: 1UU9 6265.1 City of Tukwila February I, 2023 Page 3 Please review this matter carefully. If you have any questions you would like me to answer before you reach a decision, please let me know. If you would like our firm to represent the City notwithstanding this conflict of interest, please return a signed copy of this letter to me. Other Agreements You agree to pay our invoices on a timely basis. You also agree to provide us with complete and accurate information relevant to our representation of you, to cooperate fully, and to make any necessary decisions in a timely manner. In addition, you agree to notify us promptly of any change of circumstances affecting the representation or our ability to contact you. From time to time, either at the outset of our representation or as the matter proceeds, we may express opinions or beliefs concerning various courses of action and the results that might be anticipated. You acknowledge that any such statement is an expression of opinion only, based on inforniation available to us at the time, and is not a guarantee. In some engagements questions may arise regarding our duties under the rules of professional conduct that apply to lawyers. These questions might concern a potential conflict of interest or a dispute between the firm and a client over the handling of a matter. Generally, when such issues arise, we seek the advice of our firm counsel, who has expertise in such matters. We consider such consultations to be attorney-client privileged communications between firm personnel and counsel for the firm. \A'e believe itis in our clients' interest, as well as the firm's interest that we obtain expert analysis of our obligations when legal ethics or related issues arise during a representation. Accordingly, you agree that, if we determine in our own discretion that it is necessary or appropriate to consult with our internal or outside counsel during the course of the representation, we have your consent to do so, at our expense, and that our representation of you shall not, thereby, waive any attorney-client privilege that we may have to protect the confidentiality of our communications with firm counsel. Foster Garvey represents many other companies, individuals and government agencies. During the time we represent you, we may be asked to represent: (1) other present or future clients in transactions, litigation or other disputes that are directly adverse to you but are not substantially related to our representation of you; (2) parties who are considered directly adverse parties in matters we handle for you, provided that our work for these directly adverse parties would be limited to matters that are not substantially related to our work for you; and/or (3) you in future transactions, litigation or other disputes adverse to other firm clients in matters not substantially related to our work for those other firm clients. 1'G: 1UU9 6265.1 City of Tukwila February 1, 2423 Page 4 Your signature below constitutes your consent to allow Foster Garvey to undertake such future representations without the need to obtain any further or separate approval from you, as long as the representations described in (1) and (2) above: (a) are not substantially related to, and are not concurrently handled by firm lawyers and paralegals who have participated in, work we have done or are doing for you; and (b) subject to the rules of professional conduct, we notify you as promptly as practicable after our undertaking of such representations. Of course, we will not use any proprietary or other confidential nonpublic information concerning you that we acquired as a result of our representation of you in any matter in which we represent another client adverse to you. Beginning Our Representation Thank you for entrusting this work to Foster Garvey. If this letter and the attached 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 f\cq A Alyssa Metter Principal Attachments: RPC L7 Terms of Engagement ACKNOWLEDGED AND AGREED: CITY OF TU ILA . By: Print Name: TC Croone Title: Chief People Officer Date: 2/14/2023 1'G: 1UU9 6265.1 Washington State RPC RULE 1.7 Conflict of Interest; Current Clients (September 1, 2006) (a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer. (b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the salve litigation or other proceeding before a tribunal; and (4) each affected client gives informed consent, confirmed in writing (following authorization from the other client to make any required disclosures). 1'G: 1UU9 36265.1 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. 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. 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. 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. Client Identity Dur 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. Foster Garvey Terms of Engagement - 1 October 1, 2019 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. 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. Advance Fee Deposit New clients are requested to provide an advance fee deposit as specified in the engagement letter, as are existing clients retaining us for new litigation matters or other matters of significant scale. These funds will be deposited in our client trust account, and any balance will be returned to the client upon termination of representation. In the event payment is not timely made, we reserve the right: to use any part of the deposit to satisfy a delinquent payment; to discontinue representation until the full advance fee deposit is restored; and to increase the amount of the deposit required for continued representation. 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. 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. Foster Garvey Terms of Engagement - 2 October 1, 2019 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. 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. 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 a]] relevant policies and related documents. Although you may have coverage, primary responsibility for payment remains with you. Late Payment and Past Die Accounts Amounts past due accrue service charges at the rate of twelve percent per year. if an account becomes more than thirty 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 interna] 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. You agree that, to the fullest extent permitted by law, we have an attorney's lien in your files and/or against the results of our representation to secure payment of your financial obligations and that we may take steps to inform others of any lien rights we may have. 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 in that matter or, if an invoice is not characterized as a final invoice, upon the passage of twelve months from the date of the last invoice for the matter. 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 and expense. We will have no obligation to retain files following the conclusion of the engagement. 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, Foster Garvey Terms of Engagement - 3 October 1, 2019 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. 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 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. 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. 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. GS13:10438997.5 Foster Garvey Terms of Engagement - 4 October 1, 2019