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2002-121O=IN CE NO. / 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, ("Vamum")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 withhold'rog 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 Vamum, 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 Vamum 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. SECTION 5: That the above and foregoing Agreement for Professional Legal Services is hereby ratified, confirmed, and retroactively approved, and shall be effective fi.om 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 /~-~ dayof ~ggff-[i ,2002. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 2 LETTER OF AGREEMENT FOR PROFESSIONAL LEGAL SERVICES TO ASSIST THE CITY OF DENTON IN THE CHARTER CABLE FRANCmSE AMENDMENT OR RENEWAL AND THE COSERV CABLE TELEVISION FRANCHISE RENEWAL the City of Denton, Texas, a munidpal corporation ('CITY ~ and Vamum, Riddering, 8chm/dt & Howlett, L.L.P., Attorneys at Law ("CONSULTANT"), This Letter of Agreemem sets forth the mutual understanding of the patties of the legal services to be provided CITY by CONSULTANT on the proposed amendment or renewal of the CITY's cable t~levision franchise with Charter Communicatio~ls, ("CHARTER'T, and services to be provided by CONSULTANT on CoSe~v Communications or its affiliates ("COSERV') application for a cable television fi'anchise agroemem. This Letter Agreement also describes the basis on which CONSULTANT will be paid. CONSULTANT will provide services for CITY as follows: CONSULTANT w/lI represent CITY on the proposed amendment or renewal of the CHAR'r.~.I~. cable franchise agreament and on thc proposed application o£ COSILRV for a cable televidon fr;mehise, as set forth in CONSULTANT's proposal, a copy of which is attached hereto as Exhibit A end made a part of this Letter Agreement for all purposes. This/ncludes, without. lira/tat/on, exawi~i~g thc CITY's Charter, Chapter 8 of the City Code, cu~ent cable frencMse, me~dnl/with, tl/c City Mana§er, City Atton~/, and other officials end employees of the crl'Y/n person or by telephone, obtai~i~t information from Ct/ARTBR and COSBRV and advising CITY about the re~onsc~ and other information received from CHARTBP,, end COSBRV. CONSULTANT w/il asaist in representing CITY in n~o~/atinns with CHARTER. and COSBRV and advisinl~ CITY about responses. CONSULTANT will u~e its best efforts to a~rive at an a~re~ment onthe terms upon which thc amendment or renewal of the CI-IA~TBP, cable franchise agreement and ~ application for a cable ~anchise agreement by COSBRV should bo approved, and such other matters as a~ appropriate. ~olm W. Pestle of CONSULTANT will oversee the provis/on of legal services and will use thc services of other attorneys in CONSULTAI'~T's firm or nomattomey legal as~stants 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 ,.w/ting 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 t/me that the proposed amendment or renewal of CITY's cable telev/sion franchise with CHARTER or when the cable franchise agreement with COSERV hms been complete, unless sooner terminated in accordance with this Letter Agreement. Either party may term/na~e th/s agreement at any t/me, upon ten (10) days prior notice in writing, sent by certified mail, return recdpt requested at the addresses given below: CITy CONSULTANT City of D~nton ATTN: Michael A Conduff, City Manager 215 E. McKinney Denton, Texas 76201 Vamum, Pdddering, ,~chmidt & Howlett, LLP ATTN: John W. Pestle P. O. 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 tho services of other attorneys in the firm or non-attorney legal assistance in order to efficiently perform these services at the lowest possible coZ. CITY will pay the CONSULTANT for legal services performed in accordance with thc 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, ($7.600), for sci'vices performed for CITY for the amendment or renewal of the CHARTER. cable fi'anchisc. 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. om-of-pocket expenses whatsoever shall not exceed Twenty-five Thousand Dollars, ($1l$,000), for services performed for CITY for the COSERV cable f~anchise. CONSULTANT's rates for services c~,~.~tly range ~om 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 rat~ 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 tho finn whe does work on this matter with a narrative description of the services performed. The bill will alac include any out-of-pocket expenses incurred by the GROUP on CITY's behalf, plus internal charges at CON3ULTANT'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 bc 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 Agrcemant 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 ar~ not within the scope of services set forth herein. In the event CITY terminat~ CONSULTANT's services, it shall pay for all services sstisfa~torily performed up to the date CONSULTANT receives the notice of termination. However, if it is too difflen[t for CONSULTANT to segregate costs partway through a month, the PAGE 2 CITY shall pay for its share of the costs through the end of the month in which it .~erminatos. Provided, however, CITY shall never bo required to pay for services which have not been provided or which are not performed in accordance with the t~us oft_his 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 fi:om the date the parties resolve said dispute. CITY wishes to obtain by CONSULTANT's mpmsentatinn 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 mattsrs. CONSULTA-N~ recognizes the fact that, although it considers it unl/kely, future events might result in its representing other persons on m~tters adverse to CITY or vice versa. Th/s is a corollary to CONSULTANT's knowledge in p~ coming from the representation of other persons. C1TY agrees that CONSULTANT may represent other persons on matters adveme to CITY (if that matter is substantially tmmlated to the services CONSULTANT has provided to CITY) while CONSULTANT continues to represent CITY if CONSULTANT masenably believes that the rep~esentstion 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 a~zrees that, if CONSULTANT d~tennines fiaat it should not represent CITY and, at the same time, represent another person on a maUer adverse to CITY, the remedy for such a situation is that CONSULTANT may withdr~w from representing CITY. In such situat/on, CITY expressly consents to the right of CONSULTANT to so torrninate 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 ternainate CONSULTANT's representation of it at any time by giving the same teas (10) days prior w~tten notice. In ~ither 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, iucludin~ CITY, by CONSULTANT's servicas availshle on as meny projects and matters as poss~le. The CONSULTANT shall indemnify and save and hold hm'mless the OWNER and its officers, agents, and employees fi'om and against any and all liability, claims, demands, darnases, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNBR, and including, without limitation, damages for bodily ~ud personal injury, death and property damage, resulting fi:om the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution,, operation, er performunce 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, beth 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 CYI'Y, and sba11 maintain professional liability PAGE 3 insurance in an amount of at least $500,000 with au insurance company licensed to do,business in the State of Texas by the State Insurance Comm/asion or any successor agency that has a rating with Best Rate Cardem 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 fumishinsuranee certificates or insurance policies at CITY's reque~ to evidence such coverage. Venue of any suit or cause of astion under this Agreement shall Ee exclusively in Denton County, Texas. This Agreement shall be conslrued in accordance with the laws of the State of Texas. The terms of this Agreement shall conU:ol over any inconsistent provisions in Exhibit "A'. CONSULTANT will start its representation of CITY upon CITY's signing ~ letter and returning it. A fully signed copy will be returned to CITY by CONSULTANT. IN WITNESS WHEREOF, the parties have execu~.A this agreement in multiple copies, each of whick shall be deemed to be au original of equal force and effect. By execuiing this Letter Agreement, the parties represent the person signing same has the authorily to execute the document in the capacity shown on the document. DATE: CITY OF DENTON, TEXAS MICI-~RI, A. ~ONDUFF, CITY~AGEK ATTEST: JENNIFER WALTERS, CITY, SECRETARY ~ERT L. PRO~Y. C~ A~O~Y BY: VAKNUM, RIDDERING, SCHMIDT & HOWLETT, L.L.P. DATE: /q..c~cY ~,/~'~'2- ~,,,~//,~"~ ~, ~ ~O~ W. P~TLE Its: P~er PAGE Exhibit A March 15, 2002 Mr. John Cabrales Public Information Officer City of Denton 215 E. McKinn~y Stxeet Denton, TX 76201 Dear ~'ohn: Confitrnlng our discussions of several days ago this provides a cost estimate for the three matters /ndicated below. · For the group franchise amendment and extension, Denton's share $7,500 · If necessary, for a separate renewal with C"narter $34,000 · For work on a cable franchise for CoServ $25,000 Please note on the CoServ matter that they will likely reimburse some or all of the sumn 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 be~ wishes, Very truly yours, VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP JWP/kv cc: Dorothy Palumbo Denton File John W. Pestle VARNUM, RIDDERI~G, SCHM1DT & HOVt/L~TTLL P SERVICE .ad~D BILLING llhr~'ORI~ATION The Scope of Our Work Vamum, Riddering, Schmidt & Howlctt~p is pleased to have you as a client of our firm. At Vamurn, Ridderia8, we have a tradition ofdelivuria~ not only high q~ality legnl services but excellence in client service. Throughout om' relah'ouahip, you should have a clear under.-ding of the legal services we will provide, Any questiom that you have will be dealt with promptly. We will slrivc to act on your behalf to gte best of our ability. Any alatemen~ on our part concerning the outcome of your lcgal matters are expreasinns of our professional judgment, but are not §uerant~as. Out opinions are necessarily limited by our knowledge of the facts and are based un the state of the law at tho time th~ m-~ givem It is our policy that the person or entity we represent is tho pmaun or entity identitted in our e~agement letter sent with this Memorandum nmi does nec include my affiliates of ~'mt p~son or entity (Lo., if you are a corporation or pa.~lerehip, any parents, slth~;ai~Hes, ~.,Ioyees, officers, director, shareholdem or purmars of the corpomtiou or patmorship, or c,,,,mmnly owned corporafiom or purteerships; or, ifyun are a trade association, any members of the trade association). In proceeding with this relationship, you agree filet our relationship is with you and not your affiliates, and that, as a result, it will not be nncessaoy form to 0biain Rte consent Of yOU or yonr sfltillntea in order for Ils to represent another client in a matter adverse to your affiliates. Nurthermore, to thc extent that our representalion of others adverse to any of your at~iams rosy be deemed to ~quiro your consent, you give Shat Consent, It is also ou~ policy that thc attorney-client relationship will end at our completion of the sennas you have retained us to perform. If you later retain us to perform additional services, our attorney-client ralaliomhip will be reactivated. Who Will Provide the Legal Services At Vamum, Riddcring, we frequently take a tcem-besed approach to serving our clients. At the begioning of our relationship, where appropriate, we will cstsblish a tasm of firm members to scrve you. This Client Service Team will be led by one attorney who will serve es your Client Service Manager o.nd pritna~/contact at the ~ This attorney should bo son~oue in whom you have confidenc~ end with whom you enjoy worlc~g: Client Service Teams include attorneys and legal assistants with different ureas of specialization who, under thc supervision of the Client Service Manager, may perform work on behalf of the client. The delcgation of a~ignm~s to team r~mbe~s may be for thc purpose of ~in~ iawyer~ or legal assistants with special exporfise or for tl~ purpose of providing so,vises on tho moat cost- efficient and fimoly basis. Whan applicable, we will advise you of the ncm~ of the at~omoys mid legal essists~.ts who serve on your Client Service Teant You are free te request a chan~e in the Client $~vicc Manager or Client Sedco Team r~mbers at any t~na. ~a chnel~ in ti~ Client Service Manager ts desired, please contact any other Parmer of the firm. For quasfien~ concerning t~um members, please contact your Client Service Managa~. Connnunlenflon and Responsiveness Wa stdve to return all telephone calls on tim day received or by the following morning, ffreceived late in thc day. Our support staffwill be flurdlissized with you and will be aware of any special cottui~micafion imttuaions or reqnlser~nts. You will have 24-hour access to the allorncys' direct dial telcphoan numbms and voice mail system on which confidential, clotailed messages canbe lc~ Where appropriale, you will be provided with the home telephone numb e~s and the car telephone numbers of the attoraeys WOr]~ug with yOU. The nnmes of sacrelali~ ~ staff' supporting your Client Service Team cnn also be provided. How Fees Will Be Set Attorneys may be compensated under a variety of fca arrangarnenis, including purely hourly or per diem anm~gernants. At Varnum, Riddering, in determining the amount to he charged for the legal services w~ provide, we generally consider the following, unless described otherwise in the engagement letter sent with this Memorandum: The time and effort requh, ed, the novelty and complexity of thc issues presented, and the skill required to 4 perform the legal services promptly; The fees customarily cha~ged in tim co*~tui~y fur similar sc~,~iaes and the value of tho services to you; Thc amount of money or value or propar~y involved and the results obtalued; Thu lime constraints imposed by you es our client and other circumstances, such as an emergency closing, the need for injunctive ~eliaf from court, or substantial disruption of other hosinoss; The uetme and longevity of our profcsalouel relationship with you; Tho experience, teputstinn, and expertise of the lawyers pc~for~;~S the serviccs; Thc extent to which office procedures and systems hero pmdeccd a high- quality product efficiently. Amen8 these factors, the ~ and effoff required ara typically weighted most heavily. We keep records of the time we devote to your work, incluslin/conferences (both in person and over tim telephone), ncgofiafloos, Actual and la~,al research sad analysis, document preparation and revision, tzavul on your behalf, and ~ relamd matt~s. We record our time in fractions of an hour. The hourly rates of our lawyers and legal assistants have an impotent beafiu§ on the f~s we charge. The firm esiabtishea a runic of hourly rates for each attorney and lasal assistant. These rates may b~ adjusted f~om time to t/mc to refe,-ct coffant levels of ingal experience, changes in our costs, and. other lecture. We at-= often requested to estimate the amount of fos~ and costs likely tc be incu~ed, in comtcctinn with a pmficulsr matter. When requested, we will fum/sh such an estimate based upon our professional jud/pr~n~, but always with a clear understanding that it is not a maximum or fLxed-f'cc quotation. The ultimate cost frequently is more or less than the amount estimated. For certain weil-<lefined services (for cxamplc, a simple business incorporation), we will quote a fixed fcc. special arrangcreenr tailored to the needs of a particular olienC In those situstleus, die fixed fee arrangement will he expressed in a le'ac~, setlfog forth both the amoun~ of the fee and the scope of the so.ices to he provided. Vamum, Riddering encourages discussion with our clients about laEal fees and billing arrangements. Unnecessary rrdmmdc~stanglnis can result f~,~m a lack cf clear conantmication on these soesiiive malteds. We would expect to have candid disanssinns '~eganling fees a~d billing arrangemems with you at tho b~8[mflng of our rclaticusldp Other Charffas Typically. wc will charge our clianm not only for legal services, but also for other anci[lar,/services which we provide. Examples of ancillary charges include: computerized research services and the use of our photoCOpy machines. While our char/es for these sexvicos arc measured by use, they do not, in all instances, reflect our actual out-of-pocket com. For photocopying, for example, the line cost of pro~idin8 the service is difficult to estsblish. While we ure constantly suiving to nmintain these char§cs at rates which are lower than those maintained by others in our markets, iu some instances, the amounts charged exceed the actual costs to the fir~ We would be pleased to discuss thc specific schedule of char~as for these additloanl statices with you and to answer any questions ~hat you tomy have. If you would. prefer, in soma situations we can arrange fur these ancillary as,vices to be provided by third panics with direct billing m you. Disbursements In addition to our fees and other charges, we will bill you, without any mark-up, for any out-of-pocket e~eoses which we incur on your behalf. Banmples of costs in this category may include filing foss, cour~ costs, mileage and third-purty cur~ier or ovemighi delivery service. We may ask that yen pay any stzesble third-purtY costs or expermes dirootly. Bflflng Arrangements and Terms of Payments We will bill you, normally each month, for fees, other charges and disbursements. You are expected to m~e payment upon receipt of our invoice. Unpaid fees and disbursemanls accurc interest at thc maximum rate permitted under the laws of the State of Michigen. but not excecdha§ 1% per month fi'em the be~i~i~g of the month in which they became overdue. If your account becomes past clue, you are expected to bring tho account or the reCahler deposit current. If tha delinquency continues and you do not arrange sutis factory payment torres, we rn~y withdraw from ~ho representation and pursue collaaion of your eccount. You then asnie to become responsible for paying the costs of collect~ the debt, inclndin~ court costs, filing fees and reasonable attonley fees. Invoices are typically sent mentMy unless there is a project to be billed in a diffexent fashion. At times, when there is low activity, an invoice may be sent less frequently than monthly. Gcncrelly, one person acts es the billing attorney for each client i. order to coordinate tbo billing process. Billfog can be done on a composite basis or broken down by subject matter, If you want particular invoices sent to specific individuals for approval in your company, that can bo done. Under normal circumstances, we subndt resuhr monthly invoices to clienta listing in a narrative ~hion the particular we& perforn~ by date and the exact amounts of other cherEes and disbucscmenta for all client Retainers New clients of the fnTn ure corranonly asked to pay the rum a relainer. If you pay us a retainer, you ~ant us a sucu~ interes~ in those funds. Typically, the retainer is equal to the fees and costs likely to be incurred during a two-month period. Unless otherwise airecd, tbs remlnar typically will be credited toward your unpaid invoices, if any, on a monthly basis at the ~ the invoice is Benanitod. If you dispure any amomt charged a~ainst the retainer, you may notify us promptly and we will remm the disputed amount to the retainer account pending r~ohition of the dispute. At the conclusion of our r~presanfafion or at such time as the rc~i.~ is unnuceasa~ or is appropriately reduced, the re~*i'~i~i~ balance or an appnipriete pa~t of it will be xenmled to you, If the retainer proves insufficient to cover cun, ent expenses and fees on at least a two-month basis, an additional reialner may he necessary. Deposits received to covar specific items will be disbursed as provided in our a~recmant w/th you, and you will be notified, fi'om time to tirne of the amomits disbursed. Any aw. mint remal.i~ff alh~ disbur~elncnt wiil be retumnd to you, By court mis, most nitbiness will be placed in a pooled account, and interest earned on the pooled account is payable to a charitable foundation established in accordence with the court nile, In ~nie instances, your retainer may be placed in a separate trust account for your benefit, Termination You may terminate our representstton at any tim~ by not/fyin§ us. your terminet/un of our services will not 6 affect your responsibility for payment oflegsi services randcmd, additional charges and disbursements incurred before termination m~l in connection with an orderly transition of the matter. We may also with~aw fi:om providin~ servle ~s to you. We ns~ subject to the codes of professional responsibility for the jurisdictions in which we practice, which list several types of conduct or ciwktmstancas that require or allow us to withdraw fi~om nipresantin8 a chant. We W/to identify in advance and discuss with our clients any situation which may lead to our withd£awal, and if withdrawal ever becomes necessary, we will give thc client written notice of our withdrawal, Client Flies Once our engagement in figs matter ends, we will rctmm thc file materiels provided by you upon your request Yon a~ee that we may remin, atyoorexpense, copies of the file materials. You also a~ce that any mateziais lel~ with us after the en§agement ends may be · retained or destroyed, at our discraion. We reserve ~ riBhi te make, at your expense, and letain copies of all docen~nts generated or received by us in the coorse of our representation. When you request docnments fromus, copics that we generate will also be made at your expense. Our own files point.lng to thc matter will be reteincd by the finn(as opposed to bein~ sent to you) or destroyed. These firm files include, for exam?lc, firm e*~mi~isttative records, til~ ~ ~ reporls, pex~mmel and stating materials, credit and acconnfin~ recurds, and internal lawyor~' work product (such as dreits, non, iutemal memoranda, least maosrch, and factual research, including invastigaiivo reports prepared by ns for the internal ase of lawyers), Any deanmencs thet a~ retained by the ~rm will be ~andorred. to the person respomiMe for e dm!ni~tefing our records retention pnslp'ax~ For various reasons, including the p~i~tmi~.afion of unuscossury stonige expenses, we rosurve the right to dasl~oy or otherwise dispose of any documents or other materials retained byus within a reasonable ilnz after the tenr/natien of the en§agcnmlt, Privacy Policy Vamum is now required by law and Fndcrel Trade Commission Regulations to inform certain clients of our policies re§ardin$ privacy of client information. Our f'L,m has always had the highest respect for client canfidentialiv/. In adgition, we have been, and cun~inue W be, bound by pwfessional standards of confidentiality that are even more siringent than those required by law. As such, you can rest assured that we will continue to honor our ]on~-standin8 policy and practice ofmaln~ni~.§ confident/allt,/. Types of Nonpublic personal Information We Coflect Wc collect nonpublic personalinfemmtina about you that is provided to us by yon or obtained by us with your authorization. Parties to Whom We Disclose Information For current ami foxmer clients, we do not disclose any nonpublic personalinfom~tionobtainedin the couzse of our practice, except as required or permitted by law. In a generic sense, any information a client provides ua is likely to be considered nonpublic personal information and receives co~ffidenlial treatment. Permittud disclosures include, for instance, pmvidlag infon~tion to our employees, and in rtmited situations, to uurelated thisd parties who need to know tlmt hfformalion to assist us in providing services. In all such situations, wc stress the confidential nature of i~formctiou being shar~ PreSenting the Confidentiality and Security of Current and Former Clients Information We retain records rcla~ag to services that we provide so that we are better able to assist you with your needs and, in some cases, to comply with guidelines of our profession. In order to safeguard your nonpublic personal information, v~ maintainphysical, electronic, endprocederal safeguards tlmt comply with the mica of professional conduct applicable ia Please call your Vamum atromcyifyou have any questions, because your privacy, our professional ethics, and the ability to provide you with quality sexviess are vexyimportant to us. Arbt~'ation Other than a complaint to a discip]insry authority, any controversy, dispute, or qusetion raising out of, in connection with, et teiating to the engagement agreement (including, but not limited to, inteq0ratatien, performance, nonperfurmanca, or branch), the aitomey-cllant rolatiensbip, fees, or a~y services of Vaanum shall be dcturmincd by erbilrution~ Unless otherwise abroad end except as described bclow, the atbi~arion shallbe conductedin accorlisnce with Cie then-existing mies for Commercial Arbitration of the American Arbitration Association. Arbitration shall bo by a single arbitrator. Unless othorv~e agreed, the afoil~ation shall be conducted in (}rand Rapids, Michigan, Thc hearing shall be conducted porsoant to the normeiroles of evidence applicable to such amattar in the Michigan court's. The decision rendered by the arbfl~amr shall be final and binding upon the pat'tics, except that any party way make one request for reconsideration by the arbitrator, provided that such request is made, in writing, within fourteen (14) days of issuance of the dccisicu or reconsideration has been directed by a court having jurisdlo~on. Any court having jurisdiction, including a circuit court of thc State of Michigan, may enter judgment, including, but not limited, to an award of damages, on thc arbitration award, The arbitrator may not amend, modify, or substitute any of thc tera~ of the engagement agrsome~ between the parties and hie jmisdiclion ia thetchy ]imltud. Any party may seek resolutian bf the matter upon motion enbmitl~'d to the arbitrator, if there are no genuine issues of material fact relevant to such resolution upon motion. Any party to thc arbitration shall be entitled to discover, reasonably in advance of an a~oi~ation heering, relevant unprivileged documents in the possession, custody, or control of any other party to the arbitration, subject to thc arbitrator ]imhing such discovery to avoid undue burden or expense or the disclosure of information for which, the pnssessing pmty hus a duty of confidentiality to others. Ifa pan'y will present testimony of an independent expert (Lc., not a paW/, employee, cymes, or permer cfa party) at an arbitration hearing, the other party will be allowed to depose, under oath. that expert reasonably in advance of the hearin8, but such deposition will not take longer tium one day (seven hours), tmlses the parties otherwise agree or the arbitrator determines that a longer time is appropriate. No other depusifiens (i.e., of fact witnesses) will be permitted, except upon aSreement of the partita or upon approval by the ag0itrater as to a witness who cannot be subpoenaed or is unable to attend the hearing.