Res No 155-12-13712RESOLUTION NO, 155-12-13712
A Resolution authorizing the City Manager to execute an agreement
with Squire, Sanders &Dempsey, LLP to represent the City as bond
counsel for the tax= exempt loan to refinance City's Florida Municipal
Loan Council Series 2001A and Series 2002A Loans with a fixed
attorney fee of $20,000.
WHEREAS Squire, Sanders & Dempsey LLP agrees to represent the City of
South Miami, Florida as bond counsel in connection with the tax - exempt loan to
refinance the City's Florida Municipal Loan Council Series 2001A and Series 2002A;
and
WHEREAS, the legal services rendered in connection with this matter will be a
fixed fee of $20,000. In addition, any other charges made or incurred in connection with
the representation, such as travel costs, photocopying, courier deliveries, long distance
telephone charges, telecopier charges, filing fees, computer- assisted research, and other
similar expenses.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT;
Section 1. The City Manager is authorized to execute an agreement with
Squire, Sanders & Dempsey LLP to represent the City of South Miami as bond counsel in
connection with the tax - exempt loan to refinance the City's Florida Municipal Loan
Council Series 2001A and Series 2002A with a fixed fee of $20,000.
Section 2. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 31 day of July , 2012.
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ON
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0
COMMISSION VOTE: 5 -0
Mayor Stoddard: Yea
Vice Mayor Liebman: Yea
Commissioner Newman: Yea
Commissioner Harris: Yea
Commissioner Welsh: Yea
Additions shown by underlining and deletions shown by overstrik-ing.
South Miami
A114medcaCCRY
CITY OF SOUTH MIAMI 1 1o'
OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM 2001
To: The Honorable Mayor & Members of the City Commission
From: Hector Mirabile, PhD, City Manager
Date: July 31, 2012 Agenda Item No.:_
Subject: A Resolution authorizing the City Manager to execute an agreement with Squire,
Sanders & Dempsey, LLP to represent the City as bond counsel for the tax -
exempt loan to refinance City's Florida Municipal Loan Council Series 2001 A and
Series 2002A Loans with a fixed attorney fee of $20,000.
Background: Squire, Sanders & Dempsey LLP agrees to represent the City of South Miami,
Florida as bond counsel in connection with the tax - exempt loan to refinance the
City's Florida Municipal Loan Council Series 2001A and Series 2002A. The legal
services rendered in connection with this matter will be a fixed fee of $20,000. In
addition, any other charges made or incurred in connection with the
representation, such as travel costs, photocopying, courier deliveries, long
distance telephone charges, telecopier charges, filing fees, computer- assisted
research, and other similar expenses.
Attached — Squire, Sanders & Dempsey LLP, engagement letter.
Documentation:
i
SQJ IRE :o)'
SANDERS
July 20, 2012
Mr. Hector Mirabile
City Manager
City of South Miami, Florida
6130 Sunset Drive
South Miami, Florida 33143
Squire Sanders (US) LLP
200 South Biscayne Boulevard,
Suite 4100
Miami, Florida 33131
o +1305 577 7000
F +1305 577 7001
Squiresanders. coin
Luis Reiter
T +1 305 577 7710
Luis.reite4squiresanders,com
Re: Tax - Exempt Loan to Refund City's Florida Municipal Loan Council Series
2001A and Series 2002A Loans
Dear Mr. Mirabile:
On behalf of Squire Sanders (US) LLP ( "Squire Sanders" or the "Firm "), I am pleased to
submit this letter to you, setting forth the terms upon which Squire Sanders agrees to represent
the City of South Miami, Florida (the "City ") as bond counsel in connection with the proposed
captioned loan (the "Loan ").
A written engagement agreement is required or recommended by the law of professional
ethics in the jurisdictions in which the Firm practices law. The engagement agreement betweeli
us consists of this letter and the enclosed Standard Terms and Conditions of Engagement
( "Standard Terms "). The engagement agreement is designed to.address our responsibilities to
each other and to outline for you certain important matters that are best established early as we
form an attorney - client relationship with you in this matter. It is governed by the law of Florida.
We request that you review this agreement carefully. By proceeding with this engagement you
will be indicating to us that you have done so. It is important that you review and understand the
terms of our relationship, such as the section on "Conflicts of Interest."
Our professional fees for legal services rendered in connection with this matter will be a
fixed fee of $20,000.00. We will also bill the City for all client charges made or incurred in
comiection with our representation, such as travel costs, photocopying, courier deliveries, long
distance telephone charges, telecopier charges, filing fees, computer - assisted research and other
related expenses. Please note that payment of such fees and other charges is due upon closing of
the Loan or, if the Loan is abandoned or does not close by October 31, 2012, payment is due
within thirty days of our statement.
MIAMI 14280360.1
N1r. Hector Mirabile
City of South Miami, Florida
July 205 2012
Page 2
Any of the following alternative methods for acceptance of this engagement agreement
i; wilI be effective: (i) signing and returning a copy of this letter, or (ii) assigning us work,
including continuing any previous assignment of work, or (iii) sending us a letter or e -mail
clearly referencing this engagement agreement and agreeing to it. However, even if you accept
this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm
your acceptance by countersigning a copy of this letter and returning it to me. If you do not
agree with one or more of the provisions of the engagement agreement, please contact me so that
i we can try to address your concerns.
j Throughout our relationship, we want you to be satisfied with the professional services
that we perform on your behalf. Accordingly, we encourage you to contact us just as soon as
you have any questions or concerns regarding our services or our fees.
Letter and Standard Terms Accepted,
including section on "Conflicts of Interest"
CITY OF SOUTH MIAMI, FLORIDA
By:
Hector Mirabile
City Manager
LR :ge
Enclosure
M1AMI14280360.1
Very truly
Rei
Date: , 2012
The Engagement Agreement between us consists
of the accompanying cover letter and, as
applicable, any separate Matter
Acknowledgement Letter (collectively and
individually "Engagement Letter "). It also
consists of Terms and Conditions of
Engagement applicable worldwide and any
Terms and Conditions of Engagement applicable
for particular jurisdictions (collectively and
individually "Standard Terns and Conditions of
Engagement" or "Standard Terms "). The
Engagement Agreement is the means by which
you are retaining the Firm (as defined in these
Standard Terms and also referred to as "us" or
"we" or "Squire ") to provide legal services.
"You" and "yours" refers to our client(s) dei=gned
more fully below in the section entitled WHO IS
OUR CLIENT. For your convenience, set forth
below are the topics covered in these Standard
Terms:
TheFirm ............................ ..............................1
What Professionals Will Provide the Legal
Services? ............................ ...............................
2
Our Services to You .......... ...............................
2
Who Is Our Client? ........... ..............................2
Conflicts of Interest .......... .:.............................
3
Termination of Representation ......................4
HowWe Set Our Fees ...... ...............................
5
Other Charges .................... ..............................6
Billing Arrangements and Payment
Terms ................................. ...............................
7
Revenue and Expense Sharing in Networks
and Other Relationships with Independent
LawFirms ......................... ...............................
7
Taxes.................................. ...............................
8
Data Protection and Privacy ..........................
8
Client and Firm Documents ...........................
8
Equality and Diversity ..... ...............................
8
Disclosure of Your Name ...............................
8
Firm Attorney Client Privilege .......................
9
Severability........................ ...............................
9
Primacy ............................. ...............................
9
MIAMI /4280360.1
Entire Agr eernent ............... ..............................9
Governing Law.. **ewe* a 40404 9
In Conclusion................. 9
THE FIRM
The "Firm" or "Squire" means, as the case may
be, either Squire Sanders (US) LLP1 or Squire
Sanders (Ule) LLP,2 or, when necessary or
appropriate under the law of a particular
jurisdiction, an affiliate lawfully permitted to
practice law in that jurisdiction. "Squire
Sanders" is the collective trade name for an
international Iegal practice of which those
entities are the practising entities. Your
engagement in this instance is with the entity,
which sent you the cover letter accompanying
these Standard Terns. Still, Squire Sanders
attorneys worldwide are available to meet your
needs and thus Squire Sanders personnel from
other Squire Sanders entities may be selected to
serve you whatever Squire Sanders entity you
contract with. The use of "Squire Sanders" as a
trade or business name or brand by all or any of
such entities shall not imply that the
international legal practice is itself engaged in
the provision of legal or other services. Please
see www.squiresanders.corn for further
information.
This agreement shall apply to all matters for
which you might now or in the future request
our assistance, unless of course you and we
agree in the future to an updated version of this
engagement agreement or to a new or revised
1 Squire Sanders (US) LLP is a limited liability partnership
organized under the laws of the State of Ohio, USA.
2 Squire Sanders (UK) LLP (trading as Squire Sanders Hammonds)
is a limited liability partnership registered in England and Wales
with number OC 335554 and regulated by the Solicitors
Regulation Authority. A list of the members and their professional
qualifications is open to inspection at 7 Devonshire Square,
London, EC2M 4YIi,
3 Squire Sanders includes partnerships or other entities in a number
of different nations. Due to local laws on regulation of the legal
profession, the formal legal name may differ in some nations.
engagement agreement expressly referring to
and superseding this agreement in whole or in
part We encourage you to retain this
agreement.
WHAT PROFESSIONALS WILL PROVIDE
THE LEGAL SERVICES?
In most cases one Squire attorney will be your
principal contact. From time to trine that
attorney may delegate parts of your work to
other lawyers or to legal assistants or• nonlegal
personnel in the Firm or to outside "contract"
persmmel.
OUR SERVICES TO YOU
In our letter that presents these Standard Terms
to you, or in a separate Matter
AG16ow1edgernent Letter, we will specify the
matter or case in which we will be representing
you. Unless we agree in writing to expand the
scope of our representation, an important part of
our agreement is that we are not your counsel in
otber matters, and you will not rely upon us to
provide legal services for matters other than that
described in the relevant letter. For example,
unless specified in the relevant letter, our
representation of you does not include any
responsibility for: review of your insurance
policies to determine the possibility of coverage
relating to this matter; for notification of your
insurance carriers about the matter; advice to
you about your disclosure obligations under U.S.
securities laws or any other Iaws or regulations;
or advice on tax consequences. If at any time
you do not have a clear understanding of the
legal services to be provided or if you have
questions regarding the scope of our services,
we are relying on you to communicate with us.
We will apply our professional skill, experience
and judgment to achieve your objectives in
accordance with the honored standards of our
profession that all attorneys are required to
uphold. However, we cannot guarantee the
outcome of any matter. Any expression of our
professional judgment regarding your matter or
the potential outcome is, of course, limited by
our knowledge of the facts and based on the law
MIAMI/4280360.1
2
at the time of expression. It is also subject to
any unknown or uncertain factors or conditions
beyond our control, including the unpredictable
human element in the decisions of those with
whom we deal in undertaking your
representation.
The confidentiality of protected client
information (known as "confidences" and
"secrets" in some jurisdictions and as
"information relating to the representation of a
client" in others) will be maintained inviolate in
accordance with the applicable law of
professional ethics, except to the extent
necessary to further your interests or as
authorized by applicable law.
Your responsibilities to us in each
representation that you ask us to undertake
include providing full, complete and
accurate instructions and other information
to us in sufficient time to enable us to
provide our services effectively.
WHO IS OUR CLIENT?
An essential condition of our representation is
that our only client is the person or entity
identified in the accompanying letter. In the
absence of an express identification of our client
in the text of the letter, our client is the person or
entity to whom the Ietter is addressed, even
though in certain instances the payment of our
fees may be the responsibility of others. In
situations in which our client is an entity, we
have addressed the letter to an authorized
representative of the client. Throughout these
standard terms, "you" refers to the entity that is
our Client, not tine individual addressed.
Unless specifically stated in our letter, our
representation of you does not extend to any of
your affiliates and we do not assume any duties
with respect to your affiliates. For example, if
you are a corporation, our representation does
not include any of your direct or indirect parents,
subsidiaries, sister corporations, partnerships,
partners, joint ventures, joint venture partners,
any entities in which you own an interest, or, for
you or your affiliates, any employees, officers,
directors, or shareholders. If you are a
partnership or limited liability compaiiy, our
representation does not extend to the individual
partners of the partnership or members of the
limited liability company. If you are a joint
venture, our representation does not extend to
the participants. If you are a trade association,
our representation excludes members of the
trade association. If you are a governmental
entity, our representation does not include other
governmental entities, including other agencies,
departments, bureaus, boards or other parts of
the same level of government. If you are an
individual, our representation does not include
your spouse, siblings, or other family members.
If you are a trust, you are our only client. The
beneficiaries are not our clients, nor is the
trustee in any capacity other than as the
fiduciary for the particular trust in our
representation. It would be necessary for
affiliates, including all those listed above, to
enter into a written engagement agreement with
us much like this one before they would become
clients and we would assume duties towards
them. You should know that our engagement
agreements with a number of other clients have
a similar provision.
If you provide us with any confidential
information of your affiliates or any other
entities or individuals during our representation
of you, we will treat it as your information and
maintain its confidentiality in accordance with
our duties to you as our client, but you are the
exclusive party to whom we owe duties
regarding such information.
Except as specifically agreed by both of us, the
advice and communications that we render on
your behalf are not to be disseminated to or
relied upon by any other parties without out,
written consent.
CONFLICTS OF INTEREST
Since legal practice first began under the name
Squire Sanders over 100 years ago, thousands of
corporations, other businesses, individuals,
governmental bodies, trusts, estates, and other
clients have asked Squire Sanders attorneys to
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MIAMI /4280360.1
represent them. Information on the nature of the
Film's clients and practice is available at
http : / /www.squire,sauders.coiii and upon request.
Because of the broad base of clients that Squire
represents on a variety of legal matters, it is
possible that you may find yourself in a position
adverse to another Squire Sanders client in
counseling, litigation, business negotiations, or
some other legal matter in which we do not
represent you. Accordingly, following an
insurer's recommendation we adopted the
following model language recommended:
You agree that we may continue to represent or
may undertake irr the future to represent existing
or new clients in any matter that is not
substantially related to our work for you even if
the interests of such clients in those other
matters are directly adverse to your interests
provided such work does not compromise our
duty and loyalty to you.. We agree, however,
that your prospective consent to conflicting
representation contained in the preceding
sentence shall not apply in any instance where,
as a result of our representation of you, we have
obtained proprietary or other confidential
information of a non - public nature, that if
known to such other client, could be used in any
such other matter by suet client to your material
disadvantage. In similar engagement
agreements with a number of our other clients,
we have asked for similar agreements to
preserve our ability to represent you.
TF,RAUNATION OF
REPRESENTATION
You may terminate our representation at any
time, with or without cause, upon written notice
to us. After receiving such notice, we will cease
to render services to you as soon as allowed by
applicable law and ethical and /or court rules,
which may include court: approval of our
withdrawal from litigation. Your termination of
our services will not affect your responsibility
for payment of legal services rendered and other
charges incurred both before termination and
afterwards in connection with an orderly
transition of the matter, including fees and other
charges arising in connection with any transfer
of files to you or to other counsel, and you agree
to pay all such amounts in advance upon request.
You agree that the Firm has the right to
withdraw from its representation of you if
continuing the representation might preclude its
continuing representation of existing clients on
matters adverse to you or if there are any
circumstances even arguably raising a question
implicating professional ethics, for example,
because a question arises about the effectiveness
or enforceability of this engagement agreement,
or a question arises about conduct addressed by
it, or an apparent conflict is thrust upon Squire
by circumstances beyond its reasonable control,
such as by a corporate merger or a decision to
seek to join litigation that is already in progress,
or there is an attempt to withdraw consent.
In any of these circumstances, you agree that
Squire would have the right to withdraw from
the representation. Regardless of whether you
or we terminate the representation, we would
(with your agreement) assist in the transition to
replacement counsel by taking reasonable steps
in accordance with applicable ethical rules
designed to avoid foreseeable prejudice to your
interests as a consequence of the termination.
You agree that regardless of whether you or we
terminate the representation (A) we would be
paid by you for the work performed prior to
termination; (B) our representation of you prior
to any termination would not preclude Squire
Sanders from undertaking or continuing any
representation of another party; and (C) as a
result of Squire Sanders' representation of
another party you would not argue or otherwise
use our representation of you prior to any
ternination to contend that Squire Sanders
should be disqualified.
When we complete the specific services you
have retained us to perform, our attorney- client
relationship for that matter will be terminated at
that time regardless of any later billing period.
To eliminate uncertainty, our representation of
you ends in any event whenever there is no
outstanding request from you for our legal
services that requires our immediate action and
more than six (6) months (180 days) have passed
since our last recorded time for you in the
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MIAMI/4280360.1
representation, unless there is clear and
convincing evidence of our mutual
understanding that the representation has not
come to an end. After termination, if we choose
to perform administrative or limited filing
services on your behalf, including but not
limited to receiving and advising you of a notice
under a contract, lease, consent order, or other
document with continuing effect, or fling
routine or repeated submissions or renewals in
intellectual property or other matters, or advising
you to take action, our representation of you
lasts only for the brief period in which our task
is performed, unless you retain us in writing at
that time to perform further or additional
services. After termination, if you later retain us
to perform further or additional services, our
attorney - client relationship will commence again
subject to these terms of engagement unless we
both change the terms in writing at that time.
Following termination of our representation,
changes may occur in applicable laws that could
impact your future rights and liabilities. Unless
you actually engage us in writing to provide
additional advice on issues arising from the
matter after its completion, the Finn has no
continuing obligation to advise you with respect
to future legal developments.
During or following our representation of you,
we. will be entitled to recover from you fees for
any time spent and other charges, calculated at
the then applicable rates if we are asked to
testify or provide information in writing as a
result of our representation of you or any legal
requirements, or if our records from our
representation of you are demanded, or if any
claim is brought against the Firrn or any of its
personnel based on your actions or omissions (in
addition to any other costs involving the claim),
or if we must defend the confidentiality of your
communications under the attorney- client or any
other legal professional privilege (in which case
we will.to the extent that circumstances permit
malce reasonable efforts to inform you of the
requirement made upon us and give you the
opportunity to waive privilege).
HOW WE SET OUR FEES
Unless another basis for billing is established in
this engagement agreement, we will bill you
monthly for the professional fees of attorneys,
paralegals, and other personnel incurred on your
behalf based on their applicable rates and the
number of hours they devote to your
representation. Overall fees will be in accord
with the factors in the applicable rules governing
professional responsibility. The billing rates of
the personnel initially assigned to your
representation are generally specified in the
accompanying engagement letter. The billing
rates of our attorneys and paralegals vary,
depending generally upon the experience and
capabilities of the attorney or paralegal involved.
Unless otherwise agreed in writing, we will
charge you for their services at their applicable
rates. Our hourly billing rates are adjusted from
time to time, usually at the beginning of each
year, both on a selected and firm wide basis. In
addition, as personnel gain experience and
demonstrate improved skills over time, they may
advance into categories that generally have
higher hourly billing rates. Advancements to a
higher category are typically made annually.
Upon any adjustment in the applicable rates, we
will charge you the adjusted rates.
At times clients ask us to estimate the total fees
and other charges that they are likely to incur in
connection with a particular matter. Whenever
possible, we are pleased to respond to such
requests with an estimate or proposed budget.
Still, it must be recognized that our fees are
often influenced by factors that are both beyond
our colnt7'ol and unforeseeable. This is
particularly true in litigation and other advocacy
contexts in which much of the activity is
controlled by the opposing parties and the Judge,
Arbitrator or other decision- maker.
Accordingly, such an estimate or proposal
carries the understanding that unless we agree
otherwise in writing, it does not represent a
maximum, minimum, or fixed fee quotation.
The ultimate cost frequently is more or less than
the amount estimated. Accordingly, we have
made no commitment � to you concerning the
maximum fees and costs that will be necessajy
to resolve or complete this matter. We will not
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M1AM114280360.1
be obliged to continue work if the fees or other
charges accrued on a matter reach an estimate
previously given and a revised estimate cannot
be agreed. It is also expressly understood that
payment of our fees and charges is in 110 way
contingent on the ultimate outcome of the
matter.
OTHER CHARGES
As an adjunct to providing legal services, we
may incur and pay a variety of charges on your
behalf or charge for certain ancillary support
services. Whenever we incur such charges on
your behalf or charge for such ancillary support
services, we bill them to you separately or
arrange for them to be billed to you directly. We
may also require an advance payment fl•om you
for such charges. These charges typically relate
to long - distance telephone calls; messenger,
courier, and express delivery services; facsimile
and similar communications; document printing,
reproduction, scanning, imaging and related
expenses; translations and related charges; filing
fees; depositions and transcripts; witness fees;
travel expenses; computer research; and charges
made by third parties (such as outside experts
and consultants, printers, appraisers, local and
foreign counsel, government agencies, airlines,
hotels and the like, which charges by third
parties shall not be incurred without the written
consent by the City Manager in each instance).
Other charges will generally be itemized on your
bill, and will also be subject to VAT where
applicable. Any bank charges which we incur
when making check payments or telegraphic
transfers of money will be charged to you
inclusive of a handling fee. Our charges for
these ancillary support services generally reflect
our direct and indirect costs, but charges for
certain items exceed our actual costs. For some
services, particularly those that involve
significant technology and /or support services
provided by the Firm (such as imaging
documents and computer research), we attempt
from time to time to reduce costs by contracting
with vendors to purchase a minimum volume of
service that is beyond the needs of any single
client. In those cases, we may bill you at a per
unit rate that may not reflect the quantity
discounts we obtain. In many cases the total
quantity that will be used by all clients of the
Firm over a year or other period of time is not
certain. Our charge for fax services is typically
based on a charge per page rather than the cost
of the telephone usage. In the event any of our
statements for such services are not paid by their
due dates, you agree that we have the right not to
advance any further amounts on your behalf.
When you send us a letter at the request of your
auditors asking us for a response on any loss
contingencies, we will charge you a fixed fee for
our response that varies with the level of
difficulty of the response.
Letter Tye
Description
Rate
No litigation
Clean
repo ted
US $550
Normal
1 -3 cases
US $850
Extraordinary
>3 cases
US $12350
Update
Update of prior
US $400
res onse
Verifying no
No- Services
work for client
US $75
during fiscal
year
Where we engage others to act on your behalf
we do so as your agent and we will not be
responsible for any act or omission of those
parties. Notwithstanding our advance payments
of any charges, you will be solely responsible
for all invoices issued by third parties. It is our
policy to arrange for outside providers of
services involving relatively substantial charges
(such as the fees of outside consultants, expert
witnesses, appraisers, and court reporters) to bill
you directly.
Prompt payment by you of invoices generated .
by third -party vendors is often essential to our
ability to deliver legal services to you.
Accordingly, you agree that we have the right to
treat any failure by you to pay such invoices in a
timely manner to be a material breach of your
obligation to cooperate with us.
MIAMU4280360. r
BILLING ARRANGE, MENTS AND
PAYMENT TERMS
We will bill you on a regular basis — normally,
each month — for both fees and other charges.
You agree to make payment within 30 days of
the date of our statement, unless a different
period of time is specified in the Engagement
Letter. If you have any issue with our statement,
you agree to raise it specifically before 30 days
from the date of our statement or any other due
date established in an Engagement Letter. If the
issue is not immediately resolved, you agree to
pay all fees and other charges not directly
affected by the issue before 30 days from the
original bill or any other due date established in
an Engagement Letter and all amounts affected
by the issue within 10 days of its resolution. If
we have rendered a final bill and we become
liable for other charges incurred on your behalf,
we will be entitled to render a further bill or bills
to recover those amounts. In the event that a
statement is not paid in full before 30 days from
the date of our statement or any other due date
established in an Engagement Letter, interest
and/or late charges will be imposed on any
unpaid fees and /or costs at the combined rate of
eight percent (8 %) per annum or at any lower
rate legally required by a particular jurisdiction.
If the cover letter accompanying these Standard
Terms of engagement specifies an event or an
alternate date upon which payment is due,
interest and /or late charges will be imposed on
any unpaid fees and /or costs 30 days after the
specified event or date or any other period
specified in an Engagement Letter. The purpose
of the late payment charge is to encourage
prompt payment, thus reducing our billing and
collection costs.
Tn addition, if your account becomes delinquent
and satisfactory payment terms are not arranged,
we may postpone or defer providing additional
services or withdraw, or seek to withdraw, from
the representation consistent with applicable
rules. You will remain responsible for payment
of our legal fees rendered and charges incurred
prior to such withdrawal.
If our representation of you results in a monetary
recovery by litigation or arbitration award,
judgment, or settlement, or by other realization
of proceeds, then (when permitted by applicable
Iaw) you hereby grant us an attorneys' lien on
those funds in the amount of any sums due us.
We look to you, the client, for payment
regardless of whether you are insured to cover
The particular risk. From tune to time, we assist
clients in pursuing third parties for recovery of
attorneys' fees and other costs arising from our
services. These situations include payments
under contracts, statutes or insurance policies.
However, it remains your obligation to pay all
arnounts due to us before expiration of 30 days
from the date of our statement unless a different
period is established in all Engagement Letter,
REVENUE AND EXPENSE SHARING IN
NETWORKS AND OTHER
RELATIONSHIPS WITH INDEPENDENT
LAW FIRMS
We have relationships with selected other
independent law firms with offices in locations
outside the United States where we, do not have
a Squire Sanders office. These include the
Squire Sanders Legal Counsel Worldwide
Network, a network of independent firms that
share resources and work together to serve
clients. Unless we actually form an attorney-
client relationship with a client of such a
selected independent law firm, such a party is
not our client for any purpose, including
conflicts of interests. In many cases we share
revenues and expenses with such firms in a
mutual relationship designed for multiple
matters on a continuing basis over a substantial
period of time. For example, each member of
the Squire Sanders Legal Counsel Worldwide
Network pays a base membership fee, with
additional membership fees payable based on
the cumulative amount of business referred to
each member firm from members of the
network. These fee and expense arrangements
are intended to cover expenses of the network
and encourage its use. We will not increase our
fee to you for the purpose of recovering any
amounts paid to the network or shared with
another law firm. Other law firms with which
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MIAMI/4280360.1
we have relationships, whether or not part of the
network, are required to observe the same
restriction.
You will be responsible for any applicable VAT
or other sales tax that any jurisdiction may
impose on our fees and other charges for this
representation.
Data Protection and Privacy
We will comply with applicable data protection
laws and regulations for any personal data which
you provide to us; and we will assume that you
have complied with your own similar
obligations. We may process your personal data
to enable us to provide you with legal and
related services, for administrative purposes, and
to comply with laws and regulations.
We may share the personal data you provide to
us with some or all of our offices around the
world and with other third parties who provide
services to us or on our behalf, provided that on
each occasion we take steps to ensure that the
data is reasonably safeguarded.
CLIENT AND FIRM DOCUMENTS
We will maintain any documents you furnish to
us in our client files_ for this matter. At the
conclusion of the matter (or earlier, if
appropriate), it is your obligation to advise us
promptly as to which, if any, of the documents
in our files you wish us to turn over to you. At
your request, your papers and property will be
returned to you promptly upon receipt of
payment for outstanding fees and other charges.
Your documents will be turned over to you in
accordance with ethical requirements and
subject to any lien that may be created by law
for payment of any outstanding fees and costs.
We may keep a copy of your files, made at your
expense, if you ask us to return or transfer your
files. We will retain our own documents and
files, including our drafts, notes, internal
memos, administrative records, time and
expense reports, billing and financial
information, accounting records, conflict checks,
personnel materials, and work product, such as
drafts, notes, internal memoranda, and legal and
factual research, including investigative reports,
and other materials prepared by or for the
internal use of our Iawyers. All such documents
retained by the Finn will be transferred to the
person responsible for administering our records
retention program. For various reasons,
including the minimization of unnecessary
storage charges, we have the right to destroy or
otherwise dispose of any such documents or
other materials retained by us seven years after
the termination of the engagement, unless
applicable law permits a shorter period for
preservation of documents or requires a longer
period, or unless a different period is specified in
a special written agreement signed by both of us.
EQUALITY AND DIVERSITY
We have a written Equality and Diversity policy
to which we seek to adhere at all times in the
performance of our services. A copy will be
provided to you upon your written request and is
available on the Finn's website at
http:// diversit1.squiresanders .conn/en-
US /binshome.asux
DISCLOSURE OF YOUR NAN E
We are proud to serve you as legal counsel and
hope to share that information with other clients
and prospective clients. On occasion, we
provide names of current clients in marketing
materials and on our Web site. We may include
your name on a list of representative clients. We
may also prepare lists of representative
transactions or other representations, excluding
of course any we believe are sensitive. If you
prefer that we refrain from using your name and
representation in this manner, please advise us in
writing.
FIRM ATTORNEY /CLIENT PRIVILEGE
If we determine during the course of the
representation that it is either necessary or
appropriate to consult with the Firm's Ethics
Attorneys, other specially designated Finn
MrAMV4280360.r
attorneys or outside counsel, we have your
consent to do so and that our representation of
you shall not diminish the attorney- client
privilege that Squire has to protect the
confidentiality of our communications with such
counsel.
SEVERABILITY
In the event that any provision or part of this
agreement, including any letters expressly stated
to be part of the agreement, should be
unenforceable under the law of the controlling
jurisdiction, the remainder of this agreement
shall remain in force and shall be enforced in
accordance with its terns.
Unless expressly superseded by explicit
reference the sections "Who is our Client"
and/or "Conflicts of Interest" are fully effective
notwithstanding another provision in case of any
duplication and to the fullest extent possible in
case of inconsistency.
ENTIRE AGREEMENT
This agreement supersedes all other prior and
contemporaneous written and oral agreements
and understandings between us and contains the
entire agreement between us. This agreement
may be modified only by a signed written
agreement by you and by us. You aclalowledge
that no promises have been made to you other
than those stated in the agreement.
GOVERNING LAW
Unless otherwise specified in the letter
accompanying these Standard Terns, all
questions arising under or involving this
engagement or concerning rights and duties
between us will be governed by the law of the
jurisdiction in which the lawyer sending you this
agreement has his or her principal office,
excluding choice of law provisions that might
select the law of a different jurisdiction. When
another jurisdiction provides that its law will
govern notwithstanding any agreement, that
other law may of course control, at least on
certain questions.
IN CONCLUSION
We look forward to a mutually satisfying
relationship with you. If you have any questions
about, or if you do not agree with one or more of
these terms and conditions, please communicate
with your principal contact at the Film so that
we can try to address your concerns. Your
principal contact can recommend changes that
will be effective once you receive written notice
of approval of any revisions, which, depending
on the nature of the request, will be made by a
Partner in Firm Management and /or an Ethics
Partner. Thank you.
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M)AMI /42$0360.1