HomeMy WebLinkAbout15-134 - Davis Wright Tremaine LLP - Legal ServicesCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 15 -134
Council Approval N/A
CONTRACT FOR LEGAL SERVICES
This Agreement is entered into by and between the CITY OF TUKWILA, Washington, a
noncharter optional municipal code city hereinafter referred to as "the City," and Davis Wright
Tremaine, LLP, a limited liability partnership, hereinafter referred to as "the Contractor,"
WHEREAS, the City has a need to have certain legal services performed for its citizens;
and
WHEREAS, the City desires to have the Contractor perform such services pursuant to
certain terms and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the
parties hereto agree as follows:
1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall
perform those services described on Exhibit A (Davis Wright Tremaine LLP Engagement Letter
and Standard Terms of Engagement) attached hereto and incorporated herein by this reference as if
fully set forth. In performing such services, the Contractor shall at all times comply with all federal,
state, and local statutes, rules and ordinances applicable to the performance of such services and the
handling of any funds used in connection therewith. Such local rules and ordinances shall include,
but not be limited to, the City Code of Ethics, as set forth in Ordinance No. 2068. Should you wish
to engage us on other matters or perform additional legal work for the City, we will be happy to
consider those subject to our agreement and any additional terms.
2. Compensation and Method of Payment. The City shall pay the Contractor for services
rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated
herein by this reference. Compensation under this Agreement shall not exceed $10,000 without the
express written consent of the City.
3. Contractor Budget. The Contractor shall apply the funds received under this Agreement
within the maximum limits set forth in this Agreement.
4. Duration of Agreement. This Agreement shall be in full force and effect for a period
commencing July 14, 2015, and ending December 31, 2015, unless sooner terminated pursuant to
paragraph 8 of this Agreement.
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5. Independent Contractor. Contractor and City agree that Contractor 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 Contractor nor any employee of Contractor 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
contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an
employer with respect to the Contractor, or any employee of the Contractor.
6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its
officers, agents and employees, from and against any and all claims, losses or liability, including
attorney's fees, arising from injury or death to persons or damage to property occasioned by any act,
omission or failure of the Contractor, its officers, agents and employees, in performing the work
required by this Agreement. With respect to the performance of this Agreement and as to claims
against the City, its officers, agents and employees, the Contractor expressly waives its immunity
under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its
employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in
this paragraph extends to any claim brought by or on behalf of any employee of the Contractor.
This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage
resulting from the sole negligence of the City, its agents and employees. To the extent any of the
damages referenced by this paragraph were caused by or resulted from the concurrent negligence of
the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid
and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and
employees.
7. Insurance. The Contractor shall procure and maintain in full force throughout the
duration of this Agreement professional liability insurance with a minimum coverage of $1,000,000
per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a
manner and form acceptable to the City in the City's sole discretion. Cancellation of the required
insurance shall automatically result in termination of this Agreement.
8. Termination. This Agreement may at any time be terminated by the City giving to the
Contractor thirty (30) days written notice of the City's intention to terminate the same.
9. Discrimination Prohibited. The Consultant, 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 or the presence of any disability in the selection and retention of employees or
procurement of materials or supplies.
10. Assignment and Subcontract. The Contractor shall not assign or subcontract any
portion of the services contemplated by this Agreement, except for prosecution services, without
the written consent of the City.
11. Entire Agreement. This Agreement contains the entire agreement between the parties
hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement,
shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the
agreement. Proposed changes which are mutually agreed upon shall be incorporated by written
amendments to this Agreement and with the consent of the City Council.
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12. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
13. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. 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.
14. 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.
DATED this 14th day of July , 20 15 .
CITY OF TUKWILA CONTRACTOR:
Digitally signed by Adam H. Greene
DN: cn =Adam H. Greene, o =Davis Wright
Adam H. Green& Tremaine LLP, ou,
-email= adamgreene @dwt.com, c =US
Date: 2015.07.14 17:17:52 - 04'00'
By:
Rachel B. Turpin, City Attorney Printed Name /Title: Adam H. Greene, Partner
CA Revised: 1 -2013
DWT 27337649v3 0050033- 002058
ADDRESS: 1919 Pennsylvania Ave. NW, Suite 800
Washington, D.C. 20006
Page 3
EXHIBIT A
�1 Davis Wright
L1 ! Tremaine LLP
July 14, 2015
Rachel Turpin
City Attorney
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
Suite 800
1919 Pennsylvania Avenue N.W.
Washington, D.C. 20006 -3401
Adam H. Greene
(202) 973 -4213 tel
(202) 973 -4413 fax
adamgreene @dwt.com
Dear Ms. Turpin:
Thank you for selecting Davis Wright Tremaine LLP to represent City of Tukwila in its legal
matters. This letter confirms our representation of City of Tukwila.
Scope of Representation
Based on our discussions to date, we understand that we will be representing City of Tukwila in
connection with compliance with health information privacy, security, and breach notification
laws.
Engagement Terms
At Davis Wright Tremaine LLP we believe it is essential that our clients and we have the same
understanding of the client- attorney relationship. With this in mind, enclosed for your review is
a copy of our Standard Terms of Engagement for Legal Services, which describes in greater
detail the basis on which we provide legal services to our clients. As supplemented by this letter,
the Standard Terms of Engagement, and the City of Tukwila's contract for legal services
constitute our engagement agreement. This letter modifies the terms of the City of Tukwila's
contract for legal services with regard to the waiver of certain conflict of interests and consent to
in -house attorney client privilege. If there is a conflict between the terms of this letter and those
in the City of Tukwila's contract for legal services, the terms of this letter shall prevail.
Anchorage
Bellevue
Los Angeles
New York Seattle
Portland Shanghai
San Francisco 1 Washington, D.C.
www.dwt.com
July 14, 2015
Page 2
Business Associate Agreement
In the event that Davis Wright Tremaine LLP creates, receives, maintains, or transmits protected
health information subject to the Health Insurance Portability and Accountability Act ( "HIPAA ")
on your behalf, Davis Wright Tremaine LLP shall comply with the terms of the business
associate agreement set forth at www.dwt.com /hipaabaa and hereby incorporated into this
agreement.
Legal Fees
I will be the primary attorney at Davis Wright Tremaine handling your work. Fees for services
are based on a variety of factors including, for example, time and effort involved, the experience
of those doing the work, the complexity of the matter and the amount involved. Of these and
other considerations, the time devoted and the experience of those providing the services will be
given the most weight. My billing rate is currently $690 per hour. Additional attorneys that may
be involved, at your discretion, include Rebecca Williams, a partner in our Seattle office whose
billing rate is $635 per hour, and Anna Watterson, an associate in our D.C. office whose billing
rate is $390 per hour.
Waiver and Consent Relating to Representation of Other Clients
A number of existing DWT clients may contract with City of Tukwila, engage in transactions
with City of Tukwila and occasionally have disputes with City of Tukwila, including disputes
that result in litigation. In particular, these may be media companies and other clients who may
request records from the City of Tukwila under Washington's Public Records Act. These clients
also include may hospitals, physician groups, software manufacturers, communications
companies, financial institutions, and health information exchange organizations. These are
meant as illustrative examples to help you understand the types of clients who we regularly
represent. Of course, our client list will change over time, and DWT will also represent other
types of health care organizations in the future. All of the listed types of entities and future
clients are collectively referred to herein as "Client" or "Clients."
Under Rule 1.7 of the D.C. Rules of Professional Conduct, a lawyer may not represent a client
with respect to a matter if (1) that matter involves a specific party or parties and a position to be
taken by that client in that matter is adverse to a position taken or to be taken by another client in
the same matter even though that client is unrepresented or represented by a different lawyer;
(2) such representation will be or is likely to be adversely affected by representation of another
client; (3) representation of another client will be or is likely to be adversely affected by such
representation; or (4) the lawyer's professional judgment on behalf of the client will be or
reasonably may be adversely affected by the lawyer's responsibilities to or interests in a third
party or the lawyer's own financial, business, property, or personal interests unless: (a) each
potentially affected client provides informed consent to such representation after the lawyer has
July 14, 2015
Page 3
fully disclosed the existence and nature of the possible conflict and the possible adverse
consequences and material risks of, and reasonably available alternatives to, such representation;
and (b) the lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client.
In order for DWT to represent City of Tukwila in connection with the counsel on health
information privacy matters and any future matters which may arise, we ask that you provide
your consent now to DWT's current and future representation of Clients on all matters
potentially or actually adverse to City of Tukwila. This specifically includes, but is not limited
to, representation of any Client adverse to City of Tukwila in litigation matters.
By way of example and not limitation, City of Tukwila agrees to waive any conflict and, without
the need for DWT to seek any further consent or waiver, permit DWT to represent any or all of
the Clients: (1) in any contract negotiations, issues arising out of such negotiations or contracts
adverse to City of Tukwila regardless of whether a contract is executed between the Client and
City of Tukwila (including any disputes or litigation arising out of such negotiations or
contracts); (2) in any other contracts, transactions or business dealings including any joint
ventures where City of Tukwila is in any way adverse to the Client; (3) in any administrative,
congressional or executive branch hearings, proceedings, lobbying or public campaigns adverse
to City of Tukwila; and (4) litigation of any type or description directly or indirectly adverse to
City of Tukwila, including but not limited to contract disputes, tort claims, regulatory
compliance matters, antitrust claims, intellectual property, trademark or copyright infringement
claims or other business disputes.
DWT agrees, however, that without City of Tukwila's further written consent, DWT will not
represent Clients in matters adverse to City of Tukwila when such matters are directly related to
specific contracts, transactions or other matters as to which DWT represented or is representing
City of Tukwila.
Under all the circumstances, we do not believe that our representation of Clients on any of the
matters referenced will adversely affect our ability to provide competent and diligent
representation to City of Tukwila or the Clients. If, at any time in the future, DWT determines
that representation of City of Tukwila may be materially limited by our ongoing representation
of Clients, City of Tukwila consents hereby to DWT's withdrawal from the representation of
City of Tukwila at that time. City of Tukwila agrees that, in the event of such withdrawal, it will
not seek to limit DWT's ability to represent Clients or disqualify DWT from representing Clients
in any negotiation, transaction, dispute, proceeding or litigation.
City of Tukwila agrees that DWT has no obligation to notify City of Tukwila of any future
representation of a Client adverse to City of Tukwila to which you have consented in this letter.
July 14, 2015
Page 4
if you have questions or concerns regarding this letter, please feel free to give me a call. If this
letter accurately reflects your understanding of the terms of our engagement and the conflict of
interest consents that City of Tukwila is willing to give to DWT, please have the appropriate
authorized representatives of City of Tukwila sign and return the enclosed copy of this letter
signifying their agreement and consent, as well as their affirmation that the agreement and
consent shall constitute the agreement and consent of, and be binding on, any City of Tukwila
affiliate not specifically identified herein. We appreciate your cooperation in addressing these
conflicts matters, and look forward to working with you.
We are pleased that you are entrusting City of Tukwila's work to us, and we will do our best to
provide it with prompt, high quality legal counsel. It is important for us to know how our clients
feel about the services we provide. If you ever feel we are not meeting this commitment or you
have other questions about our relationship, please do not hesitate to call me or our Managing
Partner, Jeffrey Gray. We look forward to serving you.
Sincerely,
DAVIS WRIGHT TREMAINE LLP
Adam H.
Greene
Adam H. Greene
Reviewed and agreed to:
City of Tukwila
By:
Enclosure
Digitally signed by Adam H. Greene
DN: cn =Adam H. Greene, o =Davis
Wright Tremaine LLP, ou,
email= adamgreene @dwt.com, c =US
Date: 2015.07.14 17:14:58 - 04'00'
cc: Central Records
Practice Group Chair
Date:
Vici//(S-
LDavis Wright
H 1 Tremaine LLP
DEFINING SUCCESS TOGETHER
Standard Terms of Engagement
for Legal Services
This statement sets forth the standard terms of our engagement as
your lawyers. Unless modified in writing by mutual agreement or
superseded by contrary controlling law, these terms will be an integral
part of our agreement with you. Therefore, we ask that you review this
statement carefully and contact us promptly if you have any questions.
We suggest that you retain this statement in your file.
The Scope of Our Work
You should have a clear understanding of the legal services we
will provide. Any questions that you have should be dealt with
promptly.
Our firm will provide the services requested, keep you informed of
developments and progress in the matter, and respond promptly to your
inquiries. You agree to be truthful and cooperative and apprise us of all
developments relating to your needs and our services, to be available to
attend all requested appearances and depositions, settlement
negotiations or court appearances, to attend meetings when requested by
us, and to keep us apprised of any change in address or telephone
numbers. Any expressions on our part concerning the outcome of your
legal matters are expressions of our professional judgment, but are not
guarantees. Such opinions are necessarily limited by our knowledge of
the facts and are based on the state of the law at the time they are
expressed.
It is our policy that our client is the person or entity identified in
our engagement letter and does not include any affiliates or constituents
of such person or entity (i.e., if you are a corporation or partnership, any
parents, subsidiaries, employees, officers, directors, shareholders or
partners of the corporation or partnership, or commonly owned
corporations or partnerships; or, if you are a trade association, any
members of the trade association), whether or not any such affiliate or
constituent is operationally integrated with the person or entity
identified in our engagement letter as our client. Accordingly, for
conflict of interest purposes, we may represent another client with
interests adverse to any such affiliate or constituent without notifying
you or obtaining your consent.
Consent to Electronic Communications
In order to increase our efficiency and responsiveness, we
endeavor to use state of the art communication devices (e.g. email,
document transfer by computer, wireless telephones, facsimile transfer
and other devices which may develop in the future). The use of such
devices under current technology may place your confidences and
privileges at risk. However, we believe that the efficiencies involved in
the use of these devices outweigh the risk of accidental disclosure. By
agreeing to these terms you consent to the use of these electronic
communication devices.
Consent Relating to Future Adverse Representation on
Unrelated Matters
Our firm provides a wide array of legal services, including
administrative, legislative, litigation, and transactional services, to many
other companies and individuals around the world. It is possible that one
or more of our present or future clients will have disputes or
transactions with you during the course of our representation of you or
that one or more of them will ask us to advocate a change in law or
policy that might have a direct or indirect adverse impact upon your
interests. You agree that we may represent any existing or new clients in
any matter, including litigation, that is not substantially related to our
work for you, even if the interests of such clients in those matters are
directly adverse to you or a policy we advocate might have a direct or
indirect adverse impact upon your interests. We agree, however, that
your prospective consent to conflicting representation set forth in the
preceding sentence shall not apply in any instance where, as a result of
our representation of you, we have obtained confidential information
that, if known to our other client, could be used in the matter adverse to
you and to your material disadvantage and we have not taken steps to
screen such information from the lawyers representing the other client
in the matter adverse to you prior to such lawyers learning any such
information. You hereby consent to the firm taking any reasonable
measures it deems appropriate to protect your confidential information
from such disclosure or use, including the creation of a formal "ethical
screen" in accordance with the firm's internal procedures for
implementing such measures. Your alternative to giving this consent to
our future representation of other clients in unrelated adverse matters is
to retain any other counsel of your choosing to represent you in this
matter.
Consent to In -House Attorney - Client Privilege
From time to time issues arise that raise questions as to our duties
under the professional conduct rules that apply to lawyers. These might
include, for example, conflict of interest issues, and could even include
issues raised because of a dispute between us and a client over the
handling of a matter. Under normal circumstances when such issues
arise we seek the advice of our General Counsel or a member of the
firm's Quality Assurance Committee, each of whom is knowledgeable,
and has been given the responsibility within the firm for providing
advice, in matters involving professional conduct. Historically, we have
considered such consultations to be attorney- client privileged
conversations between firm personnel and the counsel for the firm. In
recent years, however, there have been a few court decisions indicating
that under some circumstances such conversations involve a conflict of
interest between the client and the firm and that our consultation with
the firm's counsel may not be privileged, unless we either withdraw
from the representation of the client or obtain the client's consent to
consult with the firm's counsel.
We believe that it is in our clients' interest, as well as the firm's
interest, that, in the event legal ethics or related issues arise during a
representation, we are able to obtain appropriate advice promptly
regarding our obligations. Accordingly, you agree that if we determine
in our own discretion during the course of the representation that it is
appropriate to consult with our firm counsel (either the firm's internal
counsel or, if we choose, outside counsel) we have your consent to do
so and that our contemporaneous representation of you shall not result
in a waiver or invalidation of any attorney- client privilege that the firm
has to protect the confidentiality of our communications with counsel.
Who Will Provide the Legal Services
Customarily, each client of the firm is served by a principal
attorney contact. The principal attorney should be someone in whom
you have confidence and with whom you enjoy working. You are free
to request a change of principal attorney at any time. Subject to the
supervisory role of the principal attorney, your work or parts of it may
be performed by other lawyers and legal assistants in the firm. Such
delegation may be for the purpose of involving lawyers or legal
assistants with special expertise in a given area, or lawyers who are
licensed in a state in which a particular issue arises, or for the purpose
of providing services on an efficient and timely basis. Whenever
practicable, we will advise you of the names of those attorneys and legal
assistants who work on your matters.
How Fees Will Be Set
In determining the amount to be charged for the legal services we
provide to you we will consider:
- The time and effort required, the novelty and complexity of the
issues presented, and the skill required to perform the legal
services promptly;
- The fees customarily charged in the community for similar
services and the value of the services to you;
- The amount of money or value of property involved and the
results obtained;
- The time constraints imposed by you as our client and other
circumstances, such as an emergency closing, the need for
injunctive relief from court, or substantial disruption of other
office business;
- The nature and longevity of our professional relationship with
you;
- The experience, reputation and expertise of the lawyers
performing the services;
The extent to which office procedures and systems have
produced a high - quality product efficiently.
Among these factors, the time and effort required are typically
weighted most heavily. We will keep accurate records of the time we
devote to your work, including conferences (both in person and over the
telephone), negotiations, factual and legal research and analysis,
document preparation and revision, travel on your behalf, and other
related matters. We record our time in units of tenths of an hour.
The hourly rates of our lawyers and legal assistants have an
important bearing on the fees we charge. These rates are adjusted
periodically to reflect current levels of legal experience, changes in
overhead costs, and other market factors. These hourly rates may vary,
depending on the client, the nature of the matters involved, or other
circumstances.
We are sometimes requested to estimate the amount of fees and
costs likely to be incurred in connection with a particular matter.
Whenever possible, we will furnish such an estimate based upon our
professional judgment, but always with a clear understanding that it is
not a maximum or fixed -fee quotation. The ultimate cost frequently is
more or less than the amount estimated.
For certain well - defined services (for example, a simple business
incorporation), upon request, we may quote a flat fee. It is our policy
not to accept representation on a flat -fee basis except in such defined -
service areas or pursuant to a special arrangement tailored to the needs
of a particular client.
Any flat fee arrangement will be expressed in a letter that sets
forth both the amount of the fee and the scope of the services to be
provided. In undertaking representation of a client with a personal
injury or wrongful death claim or certain other matters, we will, in
appropriate circumstances, provide legal services on a contingent fee
basis. Any such contingent fee arrangement must be reflected in a
written contingent fee agreement.
Additional Charges
Typically, we will charge our clients not only for legal services
rendered, and for our out -of- pocket expenses incurred, but also for
other ancillary services provided. Examples include charges for in-
house messenger deliveries, computerized research services, the use
of our facsimile and photocopy machines, discovery data handling
and hosting and litigation support services. While our charges for
these services are measured by use, they do not, in all instances,
reflect our actual out -of- pocket costs. For many of these items, the
true cost of providing the service is difficult to establish. While we
are constantly striving to maintain these charges at rates which are
the same as or lower than those maintained by others in our markets,
in some instances, the amounts charged exceed the actual costs to
the firm. We would be pleased to discuss the specific schedule of
charges for these additional services with you and to answer any
questions that you may have. If you would prefer, in some situations
we can arrange for these ancillary services to be provided by third
patties with direct billing to you.
We will advance routine expenses for individual items that
cost less than $1,000 but will refer items that cost more directly to
you for payment.
Retainer and Trust Deposits
New clients of the firm are commonly asked to deposit a
retainer with the firm. You hereby grant us a security interest in any
retainer you deposit with us and in any funds we hold on your behalf
to secure your obligations to us under this agreement. Typically, the
retainer is equal to the fees and costs likely to be incurred during a
two -month period. Unless otherwise agreed, the retainer deposit will
be credited toward your unpaid invoices, if any, at the conclusion of
services. At the conclusion of our legal representation or at such
time as the deposit is unnecessary or is appropriately reduced, the
remaining balance or an appropriate part of it will be returned to
you. If the retainer deposit proves insufficient to cover current
expenses and fees on at least a two -month basis, it may have to be
increased.
Deposits which are received to cover specific items will be
disbursed as provided in our agreement with you, and you will be
notified from time to time of the amounts applied or withdrawn.
Any amount remaining after disbursement will be returned to you.
All trust deposits we receive from you, including retainers,
will be placed in a trust account for your benefit. As required by
court rule or statute in each jurisdiction in which the firm has an
office, your deposit will be placed in a pooled account if it is not
expected to earn a significant net return, taking into consideration
the size and anticipated duration of the deposit and the transaction
costs. Other trust deposits will also be placed in the pooled account
unless you request a segregated account. By court rule or statute in
each of these jurisdictions, interest earned on the pooled account is
payable to a charitable foundation or other non - profit entity
established in accordance with such court rule or statute. Interest
earned on a segregated trust account will be added to the deposit for
your benefit and will be includable in your taxable income.
Termination; Retention and Disposition of Documents
You may terminate our representation at any time, with or
without cause. Our right or obligation to terminate our
representation is subject to the rules of professional conduct for the
applicable jurisdiction in which we practice, which list several types
of conduct or circumstances that require or permit us to withdraw
from a representation, including, for example, nonpayment of fees
or costs, misrepresentation or failure to disclose material facts,
failure to cooperate, taking action contrary to our advice and conflict
of interest with another client. We will try to identify in advance and
discuss with you any situation which may lead to our withdrawal
and if we decide to withdraw, we usually give written notice of our
withdrawal.
Unless previously terminated by you or us, the attorney - client
relationship will be considered terminated upon our sending you the
invoice that describes the final legal services for all matters that you
have retained us to perform. You will not thereafter be considered a
current client because you remain on a firm mailing list or have
appointed an affiliate of the firm to serve as your registered agent or
because the firm retains possession of certain of your papers or other
property received in connection with the prior engagement or is
identified as a required recipient of notices under a contract to which
you are a party. If you later retain us to perform further or additional
legal services, our attorney - client relationship will be revived
subject to our standard terms of engagement in effect at that time.
Upon your request after the earlier of the termination of the
attorney- client relationship or conclusion of the matter, we will
return to you any original documents and other property you
provided to the firm in connection with the matter. If you do not
request your documents, unless you make written arrangements
with us to the contrary (such as to retain your original will or other
documents in our vault or otherwise), we reserve the right to destroy or
otherwise dispose of them for various reasons, including the
minimization of unnecessary storage expenses, or for no reason,
without further notice to you at any time after ten years following
the date of the final invoice to you with respect to the matter.
The remainder of the file pertaining to the matter will be
retained by the firm and will remain its property. If, upon your
request, we agree to provide you with copies of certain documents
from our file pertaining to the matter, you agree to pay the copying
costs.
You agree that for various reasons, including the minimization
of unnecessary storage expenses, or for no reason, we may destroy
or otherwise dispose of the firm's file pertaining to the matter at any
time after ten years following the date of the final invoice to you
with respect to the matter.
Postengagement Matters
You are engaging the firm to provide legal services in
connection with a specific matter. After completion of the matter,
changes may occur in the applicable laws or regulations that could
have an impact upon your future rights and liabilities. Unless you
engage us after completion of the matter to provide additional legal
advice on issues arising from the matter, the firm has no continuing
obligation to advise you with respect to future legal developments.
Billing Arrangements and Terms of Payments
We will bill you on a regular basis, normally each month, for
both fees and disbursements. You agree to make payment within 30
days after receiving our statement. Unpaid fees and disbursements
accrue interest at the maximum rate permitted by state law
(noncompounded), but not exceeding 1% per month from the
beginning of the month in which they became overdue. (Where fees
and disbursements are regularly paid out of a retainer deposit, no
interest will be charged.)
We will give you prompt notice if your account becomes
delinquent, and you agree to bring the account or the retainer deposit
current. If the delinquency continues and you do not arrange
satisfactory payment terms, you agree that we may withdraw from
the representation and pursue collection of your account. You agree
to pay the expenses of collecting the debt, including court costs,
filing fees and reasonable attorneys' fees.
Related Proceedings
If any claim is brought against the firm or any of its personnel
based on your negligence or misconduct; if we are asked to testify
as a result of our representation of you; or if we must defend the
confidentiality of our communications in any proceeding, you agree
to reimburse us for any resulting costs, including for our time,
calculated at the hourly rate for the particular individuals involved,
even if our representation of you has terminated.
Your Right to Arbitrate
If you disagree with the amount of our fee, or if you have any
complaint about the services rendered by us, please take up the
question with your principal attorney contact or with the firm's
managing partner. Typically, such disagreements are resolved to the
satisfaction of both sides with little inconvenience or formality. If a
fee dispute is not readily resolved, you have the right to request
arbitration under supervision of the bar associations for the
jurisdictions in which we practice, and we agree to participate in that
process.
Thank you for choosing Davis Wright Tremaine LLP to
represent you in this matter.
Davis Wright Tremaine Office Locations
Anchorage
188 West Northern Lights Blvd., Suite 1100
Anchorage, Alaska 99503 -3985
TEL (907) 257 -5300 FAX (907) 257 -5399
Bellevue
777 108th Avenue NE, Suite 2300
Bellevue, Washington 98004 -5149
TEL (425) 646 -6100 FAX (425) 646 -6199
Los Angeles
865 South Figueroa Street, Suite 2400
Los Angeles, California 90017 -2566
TEL (213) 633 -6800 FAX (213) 633 -6899
New York
1633 Broadway, 27th Floor
New York, New York 10019 -6708
TEL (212) 489 -8230 FAX (212) 489 -8340
Portland
1300 SW Fifth Avenue, Suite 2400
Portland, Oregon 97201 -5610
TEL (503) 241 -2300 FAX (503) 778 -5299
San Francisco
505 Montgomery Street, Suite 800
San Francisco, California 94111-6533
TEL (415) 276 -6500 FAX (415) 276 -6599
Seattle
1201 Third Avenue, Suite 2200
Seattle, Washington 98101 -3045
TEL (206) 622 -3150 FAX (206) 757 -7700
Shanghai
Suite 701 -704, Tower 2, Shanghai IFC
8 Century Avenue, Pudong District
Shanghai 200120, China
TEL (011) 8621- 6170 -9500 FAX (011) 8621 -6170 -9599
Washington, D.C.
1919 Pennsylvania Avenue NW, Suite 800
Washington, D.C. 20006 -3401
TEL (202) 973 -4200 FAX (202) 973 -4499
www.dwt.com
3/18/13