HomeMy WebLinkAboutSHULMAN ROGERS GANDAL PORDY ECKER P.A. REBANDING PROCESS FOR 800 MHz RADIO FREQUENCIES
SHULMAN, ROGERS, GANDAL,
PORDY & ECKER,.P.A.
THIS AGREEMENT made as ofthe/.-!L day of~.L, 2007, by ~d between Shulman, Rogers,
Gandal, Pordy & Ecker, P .A., a Marylan.d corpor~th its place of business at 11921 Rockville
Pike, Ste. 300, Rockville, MD 20852 ("The Firm") and Augusta, Georgia, a political subdivision of
the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA 30911
("Augusta").
This contract will operate in accordance with the Firm's response to Augusta, GA RFQ #07-119. In
case of conflict between the final RFP response and this contract, this contract shall supersede all
previous or contemporaneous negotiations, commitments, and writings with respect to matters set
forth herein. It may only be modified in writing and must be signed by authorized representatives of
both parties.
NOW THEREFORE, the parties hereto agree as follows:
Billine: Policy Shulman, Rogers, Gandal, Pordy & Ecker, P.A. provides clients with timely
detailed statements for professional services performed and out-of-pocket expenses incurred. Bills
are typically rendered monthly and are due and payable upon receipt. However, the Firm recognizes
that the project which is the subject of this representation, a Re-tuning Agreement with Nextel
C'ommunications, Inc. ("Nextel") may result in the payment by Nextel or the 800 MHz Transition
Administrator ("T A") of legal fees at the conclusion of the project and may result in the Firm
rendering bills at certain milestones in the project. In such an event, the Firm will waive its normal
policy, and expect all fees to be paid by Augusta immediately upon receipt by Augusta of
compensation from Nextel or the T A. Alternatively, Augusta may, at its own discretion, elect to have
the Firm's compensation paid directly to the Firm by Nextel or the TA.
The Firm will assume the risk of payment or reimbursement of fees through Nextel and/or the
T A. However, if, as part of the engagement, Augusta requests the Firm to perform work on the
behalf of Augusta which we reasonably believe will be outside the scope of legal expenses
reimbursable by the T A, we will promptly inform Augusta in writing. Augusta may then either (1)
ask the Firm not to perform the requested work; or (2) ask the Firm to proceed with the requested
work, in which easel Augusta should be aware that Augusta will be responsible for any fees for such
services Augusta requested which are outside the scope of work directly related to rebanding.
Fees will be based upon hourly rates of members of the Firm currently ranging from $180.00
to $415.00 per hour for attorneys and $125.00 - $160.00 per hour for legal assistants and law clerks.
Hourly rates are subject to review and change periodically. At the present time, work performed by
Alan Tilles, the attorney primarily responsible for your matter, is billed at $400 per hour. Work
performed by Laura Smith and Rebekah Bina, two other attorneys who will also be assisting with
your matter, is currently billed at $300 per hour and $195 per hour respectively. The aggregate
amount of legal fees in this matter will be determined by Augusta's final Re-tuning agreement
negotiated with Nextel according to reimbursement guidelines established by the TA.
The selection of the lawyers and legal assistants who will render services will be made by the
lawyer having overall supervisory responsibility for each engagement, taking into consideration the
nature of the engagement, the degree of legal experience and knowledge required to achieve the
client's objective, the availability of lawyers and legal assistants to work on the engagement, and
their hourly billing rates.
All monthly statements will be sent to Augusta for review and approval, and it will be
Augusta's responsibility to submit such statements to the T A for payment according to procedures
set out by the T A. Failure on Augusta's part to timely submit Firm invoices to the T A may result in
Augusta's responsibility for such fees. The T A will then pay the Firm directly on Augusta's account
and behalf if Augusta should chose this option. Should the T A refuse to reimburse the Firm for any
time or cost expenditures, the Firm reserves the right to protest such refusal through the FCC's
processes, at no additional cost to Augusta.
Each statement reflects services rendered and all out-of-pocket expenses incurred through the
end of the billing period. Such expenses include charges for long distance telephone calls,
telecopying, duplication, extraordinary secretarial services, postage, deliveries, on-line research
charges, travel expenditures, and filing and recording fees. In the event that an attorney must travel
out ofthe Washington, D.C. metropolitan area, clients are billed for actual time worked subject to a
minimum of seven hours per day for each full day away from the office, including actual travel time.
However, travel time within the Washington, D.C. metropolitan area is billed on the basis of the
actual travel time involved.
Failure to receive payment for any bill by the sixtieth day after receipt will ordinarily result in
a discontinuance of legal services (or in this case, sixty days after the T A issues a charge order for
payment). The Firm will not, however, discontinue services without giving Augusta notice of such
intended discontinuance. The Firm will suggest other counsel, allowing reasonable time for Augusta
to employ other counsel; deliver all papers and property to which Augusta is entitled and which the
Firm is obligated to deliver; cooperate with counsel subsequently employed; and otherwise endeavor
to assure that the Augusta's case will not be prejudiced by the discontinuance.
It is further understood that, notwithstanding T A's (or Nextel' s) payment of the Firm's fees,
the Firm is acting solely on Augusta's behalf and does not represent either the T A and/or Nextel in
this matter. The T A is serving purely in a fiduciary capacity, and will release funds to the Firm only
with Augusta's express consent and according to the terms of the Re-tune Agreement.
Representation in Other Matters. Weare not presently aware of any potential conflicts of
interest that would or may interfere with our full representation of Augusta's interests on the
rebanding project. However, as Augusta may know, Shulman Rogers is a relatively large firm, and
we represent many other concerns and individuals. Consequently, it is possible that during the time
that we are representing Augusta, some of our present or future clients will have disputes or
transactions with Augusta.
Therefore, we request that you, by signing the engagement letter, agree that the Firm may
continue to represent existing clients, or may undertake in the future to represent new clients, in any
matter that is not substantially related to our work for Augusta, even if the interests of such clients in
those other matters are or may be adverse to Augusta's interests. We agree, however, that Augusta's
consent to such possible conflict shall not apply in any instance where, as the result of our
representation of Augusta, we have obtained confidential information that, if known to any other
client of ours, could be used by that client to Augusta's substantial disadvantage.
Specifically, Augusta acknowledge and accept by signing this engagement letter that the Firm
represents several communications and/or public safety trade associations and individual FCC
licensees whose regulatory and policy interests may now or in the future be adverse to Augusta's
own general interests as an FCC licensee. Because our representation of Augusta in this matter is
specifically limited to the negotiation, drafting, and consummation of an appropriate system
relocation agreement with Nextel, Augusta hereby expressly waive such potential conflicts without
further notice by the Firm to you.
In the event that a direct, specific conflict should arise, we also reserve the right, in the course
of our representation, to limit the scope of our legal services in order to avoid such conflict, or, if
necessary, to withdraw from the case or take other appropriate measures, after having made sufficient
efforts to assure that Augusta will continue to be fully represented.
Termination of Ene:ae:ement Augusta may terminate our engagement with or without
cause at any time on written notice to us. Termination of our services will not affect your
responsibility to pay for legal services rendered or to submit Firm invoices to the T A, and all
expenses incurred through the date we receive notice of termination. Augusta will be required to pay
for any further work required of us to carry out an orderly turnover of matters in process at the time
of termination.
We may terminate our engagement for any of the reasons permitted under the applicable rules
of professional conduct. These include misrepresentation of (or failure to disclose) material facts,
action taken contrary to our advice, and failure to pay our bills on time. We may also terminate our
engagement for any other conduct or situation that, in our judgment, impairs maintaining an effective
attorney-client relationship between us, or that presents conflicts with our professional
responsibilities. We may request Augusta to sign a stipulation or authorization allowing us to
withdraw as Augusta's attorney in any judicial, arbitration or similar proceeding, in which event
Augusta hereby agree in advance to our withdrawal.
This Agreement shall be governed by and construed in accordance with the laws of the State
of Georgia. All claims, disputes and other matters in question between Augusta and the Firm arising
out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. The Firm, by executing this Agreement, specifically consents to venue
and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue
in said Court.
Open Records Agency acknowledges that this Agreement and certain documentation may
be subject to the Georgia Open Records Act (O.C.G.A. ~ 50-18-70, et seq.) The Firm shall
cooperate fully in responding to such request and shall make all records, not exempt, available for
inspection and copying as required by law. The Firm shall clearly mark any information provided to
Augusta which the Firm contends is Proprietary or Confidential Information. Proprietary or
Confidential information of the Firm is to be protected from public release if at all possible. The
Firm shall notify Augusta immediately of any Open Records request arising out of this contract and
shall provide to Augusta a copy of any response to the same.
Force Maieure Neither party to this Agreement shall be liable to the other party hereto for
loss or damage arising out of any delay or failure by such party in performing its obligations
hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of
governmental power, strike or other labor disturbance, war, revolution, embargo, insurrection,
operation of military forces, or other event or condition beyond the control of such party; provided
that such party notifies the other party of its inability to perform and the reasons therefore, with
reasonable promptness; and performs its obligations hereunder as soon as circumstances permit.
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an
Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of
Force Majeure. If a default due to an Event of Force Majeure shall continue for more than three (3)
months, the party not in default shall be entitled to terminate this Agreement as a result of an Event
of Force Majeure.
Notices All notices hereunder shall be in writing and shall be duly given if delivered
personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the
respective addresses of the parties appearing on page one of this Agreement. Any notice given shall
be deemed to have been received on the date, which it is delivered if delivered personally, or, if
mailed, on the fifth business day next following the mailing thereof. Either party may change its
address for notices by giving notice of such change as required in this Section.
The originals to: IT Director Copies to:
530 Greene Street, A-101
Augusta, GA 30911
A TTN: Tameka Allen
Title: IT Director
Telephone: 706.821.2522
Fax Number: 706.821.2530
City Administrator
530 Greene Street, Room 801
Augusta, GA 30911
A TTN: Fred Russell
Title: City Administrator
Telephone: 706.821.2400
IT Assistant Director
530 Greene Street, A-101
Augusta, GA 30911
A TTN: Gary Hewett
Title: IT Assistant Director
Telephone: 706.821.2525
Fax Number: 706.821.2530
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized
officials of Shulman, Rogers, Gandal, Pordy & Ecker, P.A. and the City of Augusta.
SHULMAN, ROGERS, GANDAL,
PORDY & ECKER .A~ /1
By: . ~~
\~ ~.--C;t(.eS
b~"-i
Name:
Title:
CITY OF aUST A:
By: .p~
2l1!1ame: Deke Copenliaver
~it1e: ~ _...~
Attest: ~
By: Lena Bonner
Title: Clerk of Commission