Loading...
HomeMy WebLinkAbout2002-121swuro ummu��nnreR- SEavmu ORDINANCE NO. A OOP —lea AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP FOR LEGAL SERVICES FOR THE AMENDMENT OR EXTENSION OF THE CHARTER CABLE FRANCHISE AGREEMENT AND FOR LEGAL SERVICES ON THE APPLICATION FOR COSERV TO PROVIDE CABLE TELEVISION SERVICES;AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it in the public interest to engage the firm of Vamum, Riddering, Schmidt & Howlett, L.L.P., Attorneys at Law, ("Vainum')to provide legal services for the amendment or extension of the Charter Cable Franchise and for the application of CoServ, who has been providing Cable Television Services within The City of Denton ; and WHEREAS, because of Federal Communications Commission ruling of March 14, 2002, and the announcement of withholding franchise fees, legal issues have arisen on the compliance of Charter with The City of Denton's Cable Television Franchise Ordinance; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional legal services, as set forth in the Professional Services Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the recitations set forth and contained in the foregoing preamble are expressly incorporated by reference into this Ordinance. SECTION 2: That the City Manager or his authorized representative is hereby authorized to execute a Professional Services Agreement with Varnum, for legal services as state above in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference. SECTION 3. That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Varnum and the ability of Varnum to perform the professional services needed by the City for a fair and reasonable price. SECTION 4: That the expenditure of funds as provided in the attached Agreement for Professional Legal Services is hereby authorized. aw..�ummu Mi..ncM03\Cf TERL SERVdm SECTION 5: That the above and foregoing Agreement for Professional Legal Services is hereby ratified, confirmed, and retroactively approved, and shall be effective from and after January 1, 2002. SECTION 6: That except as otherwise provided in Section 5 above, this Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �fl day of %�� 12002. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY T L. PROUTY, CITY Page 2 I�D `0,oct7 LETTER OF AGREEMENT FOR PROFESSIONAL LEGAL SERVICES TO ASSIST THE CITY OF DENTON IN THE CHARTER CABLE FRANCHISE AMENDMENT ORRENEWAL AND THE COSERV CABLE TELEVISION FRANCHISE RENEWAL This Letter Agreement executed this the/ k"day of 2002 between the City of Denton, Texas, a municipal corporation ("CITY' and amum, Riddering, Schmidt & Howlett, L.L.P., Attorneys at Law ('CONSULTANT). This Letter of Agreement sets forth the mutual understanding of the parties of the legal services to be provided CITY by CONSULTANT on the proposed amendment or renewal of the CITY's cable television franchise with Charter Communications, ("CHARTER"}, and services to be provided by CONSULTANT on CoSery Communications or its affiliates ("COSERV") application for a cable television fimehise agreement. This Letter Agreement also describes the basis on which CONSULTANT will be paid. CONSULTANT will provide services for CITY as follows: CONSULTANT will represent CITY on the proposed amendment or renewal of the CHARTER cable franchise agreement and on the proposed application of COSERV for a cable television franchise, as set forth in CONSULTANT's proposal, a copy of which is attached heroto as Exhibit A and made a part of this Letter Agreement for all purposes. This includes, without. limitation, examining the CITY's Charter, Chapter g of the City Code, current cable franchise, meeting with the City Manager, City Attorney, and other officials and employees of the CITY in person or by telephone, obtaining information from CHARTER and COSERV and advising CITY about the responses and other information received from CHARTER and COSERV. CONSULTANT will assist in representing CITY in negotiations with CHARTER and COSERV and advising CITY about responses. CONSULTANT will use its best efforts to arrive at an agreement on the terms upon which the amendment or renewal of the CHARTER cable franchise agreement and the application for a cable franchise agreement by COSERV should be approved, and such other matters as are appropriate. John W. Pestle of CONSULTANT will oversee the provision of legal services and will use the services of other attorneys in CONSULTANT's firm or non -attorney legal assistants as CONSULTANT may deem necessary. The scope of CONSULTANT's services may be changed from time to time by mutual agreement. For additional services authorized in writing by the CITY, the CONSULTANT shall be paid based on the Schedule of Charges as reflected in Exhibit "A". This Letter Agreement shall commence on the date it is executed, and will be concluded at the time that the proposed amendment or renewal of CITY's cable television franchise with CHARTER or when the cable franchise agreement with COSERV has been completed, unless sooner terminated in accordance with this Letter Agreement. Either party may terminate this agreement at any time, upon ten (10) S1G, D,MIaYY, W,MDTC,SM��+lme IYln.p¢ m[ days prior notice in writing, sent by certified mail, return receipt requested at the addresses given below: CITY City of Denton ATTN: Michael A Conduff, City Manager 215 E. McKinney Denton, Texas 76201 CONSULTANT Vamum, Riddering, Schmidt & Howlett, LLP ATTN: John W. Pestle P. 0. Box 352 Grand Rapids, Michigan 49501-0352 John Pestle will oversee this matter on behalf of CONSULTANT and will devote a significant amount of his time to same provided, however, CONSULTANT will use the services of other attorneys in the firm or non-attomey legal assistance in order to efficiently perform these services at the lowest possible cost. CITY will pay the CONSULTANT for legal services performed in accordance with the hourly billing rates set forth herein provided, however, that all bills for legal services, including all costs and out-of-pocket expenses whatsoever shall not exceed Seven Thousand and Five Hundred Dollars, ($7,500), for services performed for CITY for the amendment or renewal of the CHARTER cable franchise. CITY will pay the CONSULTANT for legal services performed in accordance with the hourly billing rates set forth herein provided, however, that all bills for legal services, including all costs and out-of-pocket expenses whatsoever shall not exceed Twenty-five Thousand Dollars, ($25,000), for services performed for CITY for the COSERV cable franchise. CONSULTANT's rates for services currently range from Seventy Dollars ($70.00) per hour to Three Hundred Twenty Dollars ($320.00) per hour, and shall be Three Hundred Twenty Dollars ($320.00) per hour for Mr. Pestle, and a rate not to exceed Seventy Dollars ($70.00) per hour for non -attorney legal assistance and other staff services, which rates CONSULTANT agrees not to increase for the term of this contract. No attorney assigned to the case will bill at a rate greater than Three Hundred Twenty Dollars ($320.00) per hour. All bills will delineate the hours worked by each member of the firm who does work on this matter with a narrative description of the services performed. The bill will also include any out-of-pocket expenses incurred by the GROUP on CITY's behalf, plus internal charges at CONSULTANT's standard rate for same such as copying, long distance calls, word processing, staff overtime, messenger services, faxes, and the like. The bill shall be subject to review and apprpval of the City Manager and, if the City Manager so determines, the City Attorney. All bills will be provided to the City monthly and will be consistent with the billing procedures and other important elements of the parties relationship discussed in the Service and Billing Information memorandum, which is attached to the Letter Agreement as Exhibit B. and made a part of this Letter Agreement for all purposes. Nothing herein shall require CITY to pay for services, which it determines are not within the scope of services set forth herein. In the event CITY terminates CONSULTANT's services, it shall pay for all services satisfactorily performed up to the date CONSULTANT receives the notice of termination. However, if it is too difficult for CONSULTANT to segregate costs partway through a month, the 5:'0.I GenmMlCo W,t1{'G]'C0f,MMIYIY I[Ik, �,Iltbc PAGE CITY shall pay for its share of the costs through the end of the month in which it terminates. Provided, however, CITY shall never be required to pay for services which have not been provided or which are not performed in accordance with the terms of this Letter Agreement. All CONSULTANT's bills shall be net 30 days, unless any portion of the bill is disputed, in which event, the bill shall be due 30 days from the date the parties resolve said dispute. CITY wishes to obtain by CONSULTANT's representation its knowledge on cable and telecommunications matters. This knowledge, in significant part, derives from CONSULTANT's past and ongoing representation of other persons on such matters. CONSULTANT recognizes the fact that, although it considers it unlikely, future events might result in its representing other persons on matters adverse to CITY or vice versa This is a corollary to CONSULTANT's knowledge in part coming from the representation of other persons. CITY agrees that CONSULTANT may represent other persons on matters adverse to CITY (if that matter is substantially unrelated to the services CONSULTANT has provided to CITY) while CONSULTANT continues to represent CITY if CONSULTANT reasonably believes that the representation will not adversely affect the relationship with CITY. Provided, CONSULTANT will first notify CITY of the matter and CITY either agrees there is no conflict of interest or waives the conflict. CITY further agrees that, if CONSULTANT determines that it should not represent CITY and, at the same time, represent another person on a matter adverse to CITY, the remedy for such a situation is that CONSULTANT may withdraw from representing CITY. In such situation, CITY expressly consents to the right of CONSULTANT to so terminate this representation of CITY and to its withdrawal as counsel for CITY on all pending matters, upon giving CITY ten (10) days prior written notice as set forth above. CITY also can choose to tenninate CONSULTANT's representation of it at any time by giving the same ten (10) days prior written notice. In either situation, CONSULTANT will cooperate in transferring files to whatever counsel, if any, CITY chooses to thereafter represent it. CITY's agreement on these points aids all CONSULTANT's clients, including CITY, by making CONSULTANT's services available on as many projects and matters as possible. The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. During the term of the Letter Agreement, CONSULTANT shall provide services to CITY as an independent contractor, not as an employee of the CITY, and shall maintain professional liability PAGE insurance in an amount of at least $500,000 with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above, of a type and an amount as is ordinarily maintained by CONSULTANT in providing the type of professional services being provided herein in Denton County, Texas. CONSULTANT shall furnish insurance certificates or insurance policies at CITY's request to evidence such coverage. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. The terms of this Agreement shall control over any inconsistent provisions in Exhibit "A". CONSULTANT will start its representation of CITY upon CITY's signing this letter and returning it. A fully signed copy will be retuned to CITY by CONSULTANT. IN WITNESS WHEREOF, the parties have executed this agreement in multiple copies, each of which shall be deemed to be an original of equal force and effect. By executing this Letter Agreement, the parties represent the person signing same has the authority to execute the document in the capacity shown on the document. CITY OF DENTON, TEXAS DATE: D MICHAEL A ONDUFF, CITY IANAGER ATTEST: HERBERT L. PROUTY, CITY ATTORNEY VARNUM, RIDDERING, SCHMIDT & HOWLETT, L.L.P. DATE: lk.gX JOHN W.PESTLE Its: Partner 5^Di OeGm,m4�¢,um�NBl05mnmm lam wm,s PAGE 4 Exhibit A RIDDBRRV: SCDU'LEIT.,, 4MIIBS AYTRIIVLn Ar LMY1 BRIDOEWATER PLACE • POST OFFNRBOX 352 GRAND RAPIDS MICHIOAN49501-0552 TELEPHONE 616 / 336-6000 • FAK 616 / 336-7000 • W W W.VARMMLAW.COM JAMES M ORBOBR.IR. MARILYN A. LANKFER MARK S. ALLARD ALPRED"MUD KBOBL. JR. RACHEL L URQUHART COUNSEL HILARY F. SHELL THOMAS L. LOCKMAKT TIMOTHY K. GCLa FAMBLALTVLBR MARKB.MILLS TERRANCE R. BACON KENTI. YANA BRUCKILHIMSM DAVID A. DRUM ION M. BYLBMA IOSHUAM.WALLMH TROD WOODRUFF IOHNCCARLVLE SRUCBOOODMAN DONALOP.LAWLES! I088PHS. LBVAN MULLIP0.TORRBNCB G MARK MCAL4BIIAN.IR. DOIIALD L. JOHNSON MSOPH I. VOOAN MICMABLI. MCBLWEE DASKKNBTBGO IEFFREYCOIAORD IOLSNB LSMU.LMAN DANIELC. MOLHOEK ERICL3CHMMCRWINU IACOUELWEO.SCOTT MARK M. DAVID CHRISTOPHER M. BROWN RICHARD D. "THRUSH THOMAS T. HUFF LAWRENCBI. MURPHY H. STRVBNSOH HUIMOTCJU HARVEY KONMO SARAN S. BIDDY ELIZABETH JAMIESON TIMOTHYLCURTM TERBIA S. DECKER PETER I. LIVINGSTON LINDA L BUMS PETBRG.ROT11 WILLIAM K. VAN'T MOP DIRKHOPPIUS IAWRSNCEP.RURNS DAVID L PRESTON ANTRONYRCOMDEN MARV UV STACEY ELIZABETH WELLS BRADUS THOMAS L BARNEB MAITNEW ZIMMWIAN NASA" W. BESWICK BEVERLY ROLADAY JUDE W. PBAURA MICHAELW.00HDVAN ROSERTI)AULLGRRN WILLMMR.RORN ELIZABETH MY POSSEL ERIC C. PLFBTHAM KIMBERLYBARER JANICE IUTTM. MANN RICHARD A KAY IOHNPATRICKWHITE LOAN SCHLBBP fAMELAS.HAAN ADAM I. I BODY LARRY I. TRLEY CHAMBBM.DENTGN ICOTT A. BUR INA CELEREROILL KURTM.GRAMAM OPCOUNSEL PREORICA.bYTSMA IBPPRSY D. SMITH KATHLEEN P. MAINE RICHARDA.SAMDAL STEVLS.KLUTNO R.STUARTHOPNUS PHILIPA.GRASHOMM. MARKLCOLLNS IEFPRBYI.PRASBR DEOORAHLONDERSMA CYNTHIAW.A000WSKI WUEHEALKEMA KNN W. ALLEN IDHATUNW.ANDWON RICHARD D. FMF$ SCOWD.ALPREE MICHAEL O. SAUDR OOROON B. BOOM JACK O. SAAR CARLOOSTERHOUSE.P.C. IAMSSR.STADLER SYlPNANIBbETTDRIHGTON SCOTT A. WHIPPLE N. EDWARD PAUL JEFFREY L. SCHAD WILLIAM I. LAWRENCE III RICHARD RSYMONS BRYAN R. WALTERS KARA ISCH PETER&""BOND THOMAIO. DIMLNG SUSAN M. WYNOAARDEN ANDREWLKOK ALLYN R. LBBSTRR CHRMTOPHBRLOUBA RRUCBA.BARNIFART JOHN W. PBFTLE KARLIN B. ]ONES. F.C. PAYRICILA.MILERJK DUN F. REIMER RANDALLICHUNNDYK ION P. Dawl" FRANK U. DUNFEN. PC STBPHONP.AFENDOULIS BRICLOUNKIH ANOMA M. BROWN SUB" S. DICKINSON CARL E. PRRRESK HYAL D. DBMS DAVIOB.KMOREY "EVEN I. MORREH PAUL M. SUNMAN PAUL I. OREEHWALO I. PROXY MOwI RICHARD M HOOKER MICHARLO.WOOLURIDOa ERVIN ABRAHAM RWISRANDT BRAMXYLWELLBR MARY S. MACLEOD RANDALL W. KRAIM TIMOTRYI.TORMOA MICHAELXHIDAL00 KIMBERLY A CLARKE ICNNIFERLSTOCKBS PRIES 4,$DUT TERM RYHDURS mom"O. KYROS CHARM N. ASK. JR. AARON LEAL March 15, 2002 Mr. John Cabrales Public Information Officer City of Denton 215 E. McKinney Street Denton, TX 76201 Dear John: Confirming our discussions of several days ago this provides a cost estimate for the three matters indicated below. • For the group franchise amendment and extension, Denton's share $7,500 • If necessary, for a separate renewal with Charter $34,000 B For work on a cable franchise for CoSery $25,000 Please note on the CoSery matter that they will likely reimburse some or all of the sums in question. I trust this provides the information needed. As always, we appreciate being of assistance to the City. Should you have any questions, please let me know. With best wishes, Very truly yours, VARNUM, RJDDERING, SCI-MIDT & HOWLETTLLP John W. Pestle JWP/kv cc: Dorothy Palumbo Denton File GRAND RAPIDS • LANSING - KALAMAZOO • GRAND HAVEN • MILWAUKEE VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP SERVICE AND BILLING INFORMATION The Scope of Our Work Vamum, Riddering, Schmidt & HowlettiLP is pleased to have you as a client of our firm. At Vamum, Riddering, we have a tradition of delivering not only high quality legal services but excellence in client service. Throughout our relationship, you should have a clear understanding of the legal services we will provide. Any questions that you have will be dealt with promptly. We will strive to act on your behalf to the best of our ability. Any statements on our part conceming the outcome of your legal matters are expressions of our professiottal judgment, but are not guarantees. Out opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are given. It is our policy that the person or entity we represent is the parson or entity identified in our engagement letter sent with this Memorandum end does not include any affiliates of that person or entity (La., 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 orpartnerships; or, if you are a trade association, any members of the trade association). In proceeding with this relationship, you Wee that our relationship is with you and not your affiliates, and that, as a reault, it will not be necessary forus to obtain the consent of you or your affiliates in order for us to represent another client in a matter adverse to your affiliates. Furthermore, to the extent that our representation of others adverse to any of your affiliates may be deemed to require your consent, you give that consent. It is also our policy that the attomey-olient relationship will end at our completion of the services you have retained us to perform If you later retain us to perform additional services, our attorney -client relationship will be reactivated. Who Will Provide the Legal Services At Varnum, Riddering, we frequently take a team -based approach to serving our clients. At the beginning of our relationship, where appropriate, we will establish a learn of firm members to serve you. This Client Service Team will be led by one attorney who will serve as your Client Service Manager and primary contact 4 at the firm. This attorney should be someone in whom you have confidence and with whom you enjoy working. Client Service Teams include attorneys and legal assistants with different areas of specialization who, under the supervision of the Client Service Manager, may perform work on behalf of the client. The delegation of assignments to team members may be for the purpose of using lawyers or legal assistants with special expertise or for the purpose of providing services on the most cost- efficient and timely basis. When applicable, we will advise you of the names of the attorneys and legal assistants who serve on your Client Service Team. You are free to request a change in the Client Service Manager or Client Service Team members at any tmte. If a change in the Client Service Manager is desired, please contact any other Partner of the firm For questions concerning ham members, please contact your Client Service Manager. Communication and Responsiveness We strive to return all telephone calls on the day received or by the following momin& if received late in the day. Our support staff will be familiarized with you and will be aware of any special communication instructions or requirements. You will have 24-hour access to the attorneys' direct dial telephone numbers and voice snail system on which confidential, detailed messages can be lefh Where appropriate, you will be provided with the home telephone numbers and the car telephone numbers of the attorneys working with you. The names of secretaries and staff supporting your Client Service Team can also be provided. Sow Fees Will Be Set Attorneys may be compensated under a variety of fee arrangements, including purely hourly or per diem arrangements. At Vansim, Riddering, in determining the amount to be charged for the legal services we provide, we generally consider the following, unless described otherwise in the engagement letter sent with this Memorandum; 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 or 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 keep records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, factual and legal research said analysis, document preparation and revision, travel on your behalf, and other related matters. We record our time in fractions of an hour. The hourly rates of our lawyers and legal assistants have an important bearing on the Sees we charge. The firm establishes it range of hourly rates for each attorney and legal assistant. These rates tray be adjusted from time to time to reflect current levels of legal experience, changes in our coats, and other factors. We are often requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. When requested 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), we will quote a fixed fee. It is our policy not to accept representation on a fixed fee basis except in such defined service areas or pursuant to a special arrangement tailored to the needs of a particular client. In those situations, the fixed fee arrangement will be expressed in a letter, setting forth both the amount of the fee and the scope of the services to be provided. vatnum, Riddering encourages discussion with our clients about legal fees and billing arrangements. Unnecessary misunderstandings can result from a lack of clear communication on these sensitive matters. We would expect to have candid discussions'regarding fees and billing arrangements with you at the beginning of our relationship Other Charges Typically, we will charge our clients not only for legal services, but also for other ancillary services which we provide. Examples of ancillary charges include: computerized research services and the use of our photocopy machines. While out charges for these services are measured by use, they do not, in all instances, reflect out actual out-of-pocket coats. For photocopying, for example, the true cost of providing the service is difficult to establish. While we are constantly striving to maintain these charges it rates which are 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 parties with direct billing to you. Disbursements In addition to our fees and other charges, we will bill you, without any mark-up, for any out-of-pocket expenses which we incur on your behalf. Examples of costa in this category may include filing fees, court costs, mileage and third -parry carrier or overnight delivery service. We may ask that you pay any sizeable third -party costs or expenses directly. Billing Arrangements and Terror of payments We will bill you, normally each month, for fees, other charges and disbursements. You are expected to make payment upon receipt of our invoice. Unpaid fees and disbursements accrue interest at the maximum rate penrdtted under the laws of the State of Michigan, but not exceeding 1%per month from the beginning of the month in which they became overdue. If your account becomes past due, you are expected to bring the account or the retainer deposit current. If the delinquency continues and you do not arrange satisfactory payment team, we may withdraw from the representation and pursue collection of your account You then agree to become responsible for paying the coats of collecting the debt, including court costs, filing fees and reasonable attorney fees. Invoices are typically sent monthly unless there is a project to be billed in a different fashion. At times, when there is low activity, an invoice may be sent less frequently than monthly. Generally, one person acts as the billing attorney for each client in order to coordinate the billing process. Billing can be done on a composite basis or broken down by subject matter. if you want particular invoices sent to speck individuals for approval in your company, that can be done. Under normal circumstances, we submit regular monthly invoices to clients listing in a narrative fashion the particular work performed by date and the exact amounts of other charges and disbursements for all client matters. Retainers New clients of the firm are commonly asked to pay the firm a retainer. If you pay us a retainer, you gram us a security interest in those fiords. Typically, the retainer is equal to the fees and costs likely to be incurred during a two -month period. Unless otherwise agreed, the retainer typically will be credited toward your unpaid invoices, if any, on a monthly basis at the time, the invoice is generated. If you dispute any emoted charged against the retainer, you maynotWus promptly and we will return the disputed amount to the retainer account pending resolution of the dispute. At the conclusion of our representation or at such time as the retainer is unnecessary or is appropriately reduced, the remaining balance or an appropriate part of it will be returned to you. Ifthe retainer proves insufficient to cover current expenses and fees on at least a two -month basis, an additional retainer may be necessary. Deposits received to cover specific items will be disbursed as provided in out agreement with you, and you will be notified from time to time of the amounts disbursed. Any amount remaining after disbursement will be returned to you. By court rule, most retainers will be placed in a pooled account, and interest earned on the pooled account is payable to a charitable foundation established in accordance with the court rule. In some instances, your retainer may be placed in a separate trust account for your benefit. Termination You may terminate our representation at any time by notifying us. Your termination of our services will not affect your responsibility for payment of legal services rendered, additional charges and disbursements incurred before termination and in connection with an orderly transition of the matter. We may also withdraw from providing services to you. We are subject to the codes of professional responsibility for the jurisdictions in which we practice, which list several types of conduct or circumstances that require or allow us to withdraw from representing a client. We try to identify in advance and discuss with our clients any situation which may lead to our withdrawal, and if withdrawal ever becomes necessary, we will give the client written notice of our withdrawal. Client Files Once our engagement in this matter ends, we will return the file materials provided by you upon your request You agree that we may, retain, at your expense, copies of the file materials. You also agree that say materials left with us after the engagement t ends may be retained or destroyed, at our discretion. We reserve the right to snake, at your expense, and retain copies of all documents generated or received by us in the course of our representation. When you request documents from us, copies that we generate will also be made at your expense. Our own fdos pertaining to the matter will be retained by the firm (as opposed to being sent to you) or destroyed. These firm files include, for example, firm administrative records, time and expense reports, personnel and staffing materials, credit and accounting records, and internal lawyers' work product (such as draft notes, internal memoranda, legal research, and factual research, including investigative reports prepared by or for the internal use of lawyers). Any documents that are retained by the firm will be transferred to the person responsible for administering our records retention program For various reasons, including the minimization Of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any documents or other materials retained by us within a reasonable time after the termination of the engagement, Privacy Policy Varmun is now required by law and Federal Trade Commission Regulations to inform certain clients of our policies regarding privacy of client information. Our fum has always had the highest respect for client confidentiality. In addition, we have been, and continue to be, bound by professional standards of confidentiality that are even more stringent than those required by law. As such, you can rest assured that we will continue to honor our long-standing policy and practice of maintaining confidentiality. Types of Nonpublic Personal Information We Collect We collectnonpublic personal information about you that is provided to us by you or obtained by us with your authorization. Parties to Whom We Disclose Information For current and former clients, we do not disclose any nonpubliepemonalinformatkmobtainedinthecourse ofom practice, except as required or permitted by law. In a generic sense, any information a client provides us is likely to be considered nonpublic personal information and receives confidential treatment. Permitted disclosures include, for instance, providing information to our employees, and in limited situations, to unrelated third parries who need to know that information to assist us in providing services. In all such situations, we stress the confidential nature of information being shared. Protecting the Confidentiality and Security of Current and Former Clients Information We retainrecords relating to services thatweprovide so that we are bettor able to assistyouwithyour needs and, insome cases, to complywith guidelines of ourpmfession. In order to safeguard your nonpublic personal information, we maintenphysical, electronic, andproceduralsafeguards tbat coraply with the rules ofprofessional conduct applicable to US. RVM Plesse call your Vamumattorney ifyouhave any questions, because yourprivacy, our professional ethics, and the ability to provide you with quality services are very intportantto us. Arbitration Other than a complaint to a disciplinary authority, any controversy, dispute, or question arising out of, in connection with, or relating to the engagement agreement (including, but not limited to, interpretation, performance, nonperformance,orbreach), theatiomeytliemrelatiouship, fees, or any services of Vamum shall be determined by arbitration. Unless otherwise agreed and except as described below, the arbitration shallbe conducted in accordance with the then -existing rules for Commercial Arbitration of the American Arbitration Association. Arbitration shall be by a single arbitrator. Unless otherwise agreed, the arbitration shall be conducted in OrandRapids, Michigan. The hearing shall be conducted pursuant to the normalades of evidence applicable to such a matter in the Michigan courts. The decisionrenderedbythe arbitrator shallbe f nalaudbinding upon the parties, except that any party may make one request for reconsideration by the arbitrator, provided that such request is made, in writing, within fourteen (14) days of issuance of the decision or reconsideration has been directed by a court having jurisdiction. Any court having jurisdiction, including a circuit court of the State of Michigan,rnayanter judgment, including, butnot limited, to an award of damages, on the arbitration award. The arbitrator may not amend, modify, or substitute any of the terms of the engagementagreamentbetweenthe parties and his jurisdiction is thereby limited. Any party may seek resolution of the matter upon motion submitted to the arbitrator, if there are no genuine issues of material fact relevant to such resolution upon motion. Any party to the arbitration shall be entitled to discover, reasonably in advance of an arbitration hearing, relevant unprivileged documents in the possession, custody, or control of any other -party to the arbitration, subject to the arbitrator limiting such discovery to avoid undue burden or expense or the disclosure of information for which the possamingpartyhas a duty of confidentialityto others. If a party will present testimony of an independent expert (Le., not a party, employee, owner, or partner of a party) at an arbitration hearing, the other party will be allowed to dep ow, under oath, that expert reasonably in advance of the hearing, but such deposition will not take longer than one day (seven hours), unless the parties otherwise agree or the arbitrator determines that a longer time is appropriate. No other depositions (i.e., of fact witnesses) will be permitted, except upon agreement of the parties or upon approval by the arbitrator as to a witness who cannot be subpoenaed or is unable to attend the hearing.