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
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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.