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C�D E N �GDEN MURPHY WALLACE,PLLC T 206 4477000 OMWLAW COM
A 2016 901 FIFTH AVENUE,SUITE 3500 F 206 4470215
M U F�P H Y A�G 2 G SEATTLE,WA 98164-2008
W A L L A C E f��t Y�f B r e m e r t on
��t��ttomey's Office
ATTORNEYS
W. Scott Snyder
206.447.2260
ssnyder@omwlaw.com
August 17, 2016
VIA US MAIL AND EMAII
Roger A. Lubovich, City Attorney
City of Bremerton
Norm Dicks Government Center
345 6th St., Suite 600
Bremerton, WA 98337
Re: Mobilitie/ROW Legal Advice Consortium
Dear Roger:
As you are aware, a number of cities within the Puget Sound area have been approached by Mobilitie
for a franchise/master right of way permit related to Mobilitie's proposed build-out of their facilities. In
addition, Mobilitie has requested the ability to place poles within the rights of way and has described a
wireless backhaul service that is different than other telecommunications providers in the area.
Considering the large number of cities affected by Mobilitie's request for a franchise/master right of way
permit, Ogden Murphy Wallace, P.L.L.C. is forming a consortium of cities to analyze, draft and negotiate
Mobilitie's request. Based on conversations with other cities, the consortium currently consists of the
following cities: Mountlake Terrace, Kent, Bellevue, Redmond, Kirkland, Mukilteo, Spokane Valley,
Puyallup, Gig Harbor, Ellensburg, Renton, Issaquah, Mount Vernon, Walla Walla, Shoreline, Tukwila,
Snohomish and Bremerton.
W. Scott Snyder, Elana Zana and Daniel Kenny will be the principal attorneys leading the consortium.
We will keep you apprised of the progress in the matter and unless otherwise directed by the City of
Bremerton,you will be our primary point of contact.
Potential Conflict of Interest Waiver
Our Rules of Professional Conduct (the State standards governing our ethical obligations) discourage us
from representing a consortium of cities unless you each consent after full disclosure. A risk of common
representation is that a future conflict between the parties could arise. In the e�ent of a future conflict,
Ogden Murphy Wallace will withdraw from further representation of those cities in this matter.
Obviously, we will at all times take reasonable steps to safeguard the confidentiality of all of your
communications and documents.
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Roger A. Lubovich, City Attorney
August 17, 2016
Page 2
We do not believe that our ability to represent your city in connection with this matter will be adversely
affected by our representation of the other jurisdictions. We will, however, be happy to discuss any
reservations that you may have regarding these matters.
This joint representation agreement does not preclude the individual representation of a city when �
� addressing a concern unique to that specific city or where the city wishes to take actions independently
of the others. Examples could include different procedures in city codes, attendance at a council
meeting, or providing counsel on legal issues specific to a city. We will keep you informed of the
progress with Mobilitie as well as decision points. You may at any point decide to continue
independently of the consortium. ,
Le�al Fees
The primary advantage of joint representation is that you will most likely save time and legal fees in
having one set of lawyers analyze, draft and negotiate with Mobilitie. Additionally, the costs associated
with the joint representation would be equally split between the participating cities. We estimate that
Bremerton's current proportional share would be about 5.55%, which would decrease with the addition
of new cities. In addition, a "buy in" of five thousand dollars ($5,000) will be charged to reflect work
done to date. This amount will be applied to the bills of current members. Should future members join,
Bremerton will similarly receive a portion of new member's "buy ins". Upon finalizing the consortium
participants we will send you a spreadsheet with a breakdown of the percentage split for each city. This
spreadsheet is subject to change based on the entrance of new cities, or the decision by a city to no
longer participate in the consortium. We will send an update on any change in the distribution of the
costs. �
The fees associated with consortium representation will be as follows:
$450/hour for W. Scott Snyder
$400/hour for Elana Zana
$300/hour for Daniel Kenny �
As stated above, these fees will be divided between ali participating cities, so each city will only be
charged a portion of this billing rate per hour. We will update you as cities join or withdraw from the
consortium. Services performed by other attorneys at our firm on behalf of the consortium will be
charged at billing rates between $300- $500, depending on the attorney. Services specific to your city,
and for which your city is solely responsible,will be charged at the following rates:
$320/hour for W. Scott Snyder
$270/hour for Elana Zana �
$205/hour for Daniel Kenny �
We will bill you on a regular basis, normally each month, for all the time spent on your project and for
other costs incurred relating to our work on your behalf. The activities for which our time will be billed
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Roger A. Lubovich, City Attorney
August 17, 2016
Page 3
will include: conference time, whether in person or on the telephone; document preparation and �
revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and '
analysis; travel on your behalf; and other matters directly pertinent to and related to your matters •
handled by our firm. Some of our costs include an allocation for administrative services that is shared
among the firm's clients. Typical of the costs for which you will be billed would be: filing fees; delivery
fees; computer assisted legal research; copying; charges of outside experts and consultants; and travel.
Supervisin�Attornev and Assistance
As supervising attorneys, Scott and Elana will be responsible for seeing that the work is carried out in an
efficient and economical manner. They may be assisted by other attorneys and legal assistants in our office.
They are all bound to you by the same duties of loyalty and confidentiality that bind Scott and Elana.
Terms of En�a�ement
In our representation of clients, we think it is critical that our clients and the firm share the same
., understanding of the attorney-client relationship. To that end,you will find enclosed a copy of our Terms of
Engagement. The Terms of Engagement describes more particularly how we will serve you. This
engagement letter and the Terms of Engagement set forth our agreement with you. Please review both
carefully and let me know whether you have any questions or comments regarding our relationship.
Other Matters
The provisions of this letter and the attached Terms of Engagement shall apply to any other work or matter
for which you engage us,except to the extent contingent fees or flat fees are otherwise agreed upon.
We appreciate your expression of confidence in Ogden Murphy Wallace, P.L.L.C. and would like to assure
you that we will do our best to provide you with high quality legal services. If you have any questions or
concerns during the course of our relationship, we encourage you to raise them with me or our Managing
Member,Geoff Bridgeman or our Client Services Member, Karen Sutherland.
Please indicate your consent to waive the potential conflict of interest and engage Ogden Murphy �
Wallace to represent the City of Bremerton by signing below and returning it to me (in the alternative,
you may respond yia e-mail). Please contact me if you have any questions. We look forward to working
with you. _
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
` C
���
W.Scott Snyder ' �
WSS:Ivs �
� cc: Accounting Department
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. Roger A. Lubovich, City Attorney
August 17,2016 �
"Page 4
�CONSENTED TO THI�'DAY OF�`IG-�(S� , 2016.
CITY OF BREMERTON
By: Roger A. Lubovich
Its: City Attorney
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OGDEN MURPHY WALLACE,P.L.L.C.
TERMS OF ENGAGEMENT ,
General Rates
The usual basis for determining our fees is the time expended by attorneys, paralegals and legal assistants
of the firm. The rates for our services may change from time to time without notice, usually in September.
Our current rate schedule is always available upon request. Whenever it is appropriate, we will use '
associate attorneys, law clerks or legal assistants in our office to keep your costs as low as possible.
Other Factors in Rates
Although time expended and costs incurred are usually the sole basis for determining our fees, by mutual
agreement billings to you for legal services may, in some instances, be based on a more comprehensive
evaluation of the reasonable value of the firm's services. The firm is committed to charging reasonable fees
for its services. In certain situations, factors other than the amount of time required will have a significant
bearing on the reasonable value of the services performed. Such factors include: the novelty and
complexity of the questions involved; the skill required to provide proper legal representation; familiarity
with the specific areas of law involved; the preclusion of other engagements caused by your work; the .
magnitude of the matter; the results achieved; customary fees for similar legal services; time limitations
imposed by you or by circumstances; and the extent to which office forms and procedures have produced a
high quality product efficiently.
In circumstances where our fees will be based on or include factors other than our normal hourly charges
and costs, we will notify you promptly and prior to proceeding. Any basic document fee which we may
charge in your business matters has been and will be set in light of these various factors.
Billin�Fees and Costs
We will bill you on a regular basis, normally each month,for all the time spent on your project and for other
costs incurred relating to our work or on your behalf. The activities for which our time will be billed will
include: conference time, whether in person or on the telephone; document preparation and revision; -
negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel
on your behalf; and other matters directly pertinent to and related to your business and/or litigation
matters handled by our firm. Typical of the costs for which you will be billed would be: filing fees; delivery
fees;computer assisted legal research;copying; long distance telephone charges;charges of outside experts
and consultants;and travel.
Payment;Interest
You agree to make payment within thirty (30) days of receipt of our monthly statement. Outstanding
balances that are not paid when due will accrue interest at the rate of one percent compounded monthly
from the date of invoice until paid.
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Advance Fee Deposit
. New clients are usually requested to provide an advance fee deposit to the firm. The advance fee deposit is
placed in a trust account as described below, and fees and expenses for legal services are then charged �
against the account. Paying an advance fee deposit does not relieve the client's obligation to pay monthly
invoices. If an invoice remains unpaid, the firm reserves the right to apply the advance fee deposit to the
unpaid balance and require an additional advance fee deposit before commencing further work. At the
conclusion of our legal representation or at such time as the deposit is unnecessary,the remaining balance
or an appropriate part of it will be returned to you. .
� � Trust Deposits
All trust deposits from you will be held in a client trust account. By court rule in Washington, funds
deposited to a trust account are subject to IOLTA (Interest on Lawyers Trust Account) participation in a �
pooled trust account. The exception is when the deposit is large enough to earn interest in excess of bank
and administrative costs, and you request that it be held in a separate account, in which case the interest
earned will be added to the deposit for your benefit and will be taxable income to you. IOLTA funds are
used to support law-related charitable and educational activities.
Termination
You may terminate our representation at any time, with or without cause, by notifying us. Upon such
action, all fees and expenses incurred before the termination are due to the firm. If such termination
occurs,your original papers will be returned to you promptly upon receipt of payment for outstanding fees
and costs. If you wish to have a copy of your file at the conclusion of our representation, we will provide it
to you at the current copy rate per page then in effect at this firm.
Estimates ,
You may, from time to time, ask us for estimates of our fees and expenses either in whole or in part. We
are hesitant to give estimates because of their potential inaccuracy. However, if you require it, and if we do
provide you with such estimates, they will be based upon our professional judgment, but always with a
clear understanding that it is not a maximum or fixed fee quotation. We cannot guarantee that the actual
fees and expenses will be at or below the estimates because of factors outside the control of the firm.
Confidentialitv and Electronic Communications
We owe a duty of confidentiality to all of our clients. Accordingly, you acknowledge that we will not be
required to disclose to you, or to use on your behalf, any information in our possession with respect to
which we owe a duty of confidentiality to another current or former client. In addition, unless you
advise us to use some other form of communication, we intend to use various communications devices
in the normal course (which may include wired or wireless e-mail, cellular telephones, voice over
Internet and electronic data/document web sites) to communicate with and send or make available
documents to you and others. Absent special arrangements or circumstances, we do not employ
encryption technologies in our electronic communications. Although there is some security risk with the
current technology, we believe the benefits from using this technology outweigh the risk of accidental
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disclosure. By signing this letter, you consent to the use of these communication methods without
encryption.
Dispute Resolution
If you disagree with the amount of our fee, please take up the question with your principal attorney contact
or with the firm's managing member. Typically such disagreements are resolved to the satisfaction of both
sides with little inconvenience or formality. Any disputes relating to these Terms of Engagement or the
accompanying engagement letter (collectively this "agreement") or the amount of legal fees related
thereto, will be submitted to arbitration through the American Arbitration Association (the "AAA") in
Seattle, Washington, according to its then-effective rules, and Ogden Murphy Wallace, P.L.L.C. and you
agree to be bound by the results of such arbitration. Arbitration expenses shall be borne equally by the
parties. In the event of non-payment such that we have to pursue collection of your account, you agree to
pay the costs of collecting the debt,including court costs and fees,and a reasonable attorne�s fee. �
Withdrawal �
We reserve the right to withdraw from representing you if, for any reason; our fees are not timely paid in
accordance with this agreement,or for any other appropriate cause.
Disclaimer
You acknowledge that we have made no guarantees regarding the disposition, outcome, or results of your
legal or business matters, and all expressions we have made relevant thereto are only our opinions as
lawyers based upon the information available to us at the time. Our beginning work on your behalf will
constitute your acceptance of this agreement unless we receive a written objection from you within
fourteen (14)days of the date of the accompanying engagement letter.
Conclusion
Thank you for retaining our firm. We look forward to working with you.
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