Res No 116-11-13430RESOLUTION NO. 116-11-13430
A Resolution authorizing the City Manager to execute an agreement
with Squire, Sanders & Dempsey, LLP to represent the City as bond
counsel for the Re- financing of the City parking garage bonds with a
fixed attorney fee of $12,500.00.
WHEREAS Squire, Sanders & Dempsey LLP agrees to represent the City of
South Miami, Florida as bond counsel in connection with the proposed parking garage
refunding from SunTrust Bank; and
WHEREAS, the legal services rendered in connection with this matter will be a
fixed fee of $12,500.00. 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;
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 proposed parking garage loan from SunTrust Bank with a fixed fee
of $12,500.00.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 26 day of July 2011.
ATTEST:
TY CLERK—`
APPROVED:
MAYOR
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Additions shown by underlining and deletions shown by eyerstFiki,ng.
COMMISSION VOTE:
4 -0
READ AND APRO�VED A O FORM
AND SU1I CY
Mayor Stoddard:
absent
Vice Mayor Newman:
Yea
(
Commissioner Palmer:
Yea
Commissioner Beasley:
Yea
CITY AXTO RNE2'
Commissioner Harris:
Yea
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Additions shown by underlining and deletions shown by eyerstFiki,ng.
To:
Via:
From:
Date:
South Miami
The Honorable Mayor & Members of the City Commission
Hector Mirabile, PhD, City Manager
////
Alfredo Riverol, CPA, CrFA, Chief Financial Officer
July 20, 2011 Agenda Item No.:
A Resolution authorizing the City Manager to execute an agreement with Squire,
Subject: Sanders & Dempsey, LLP to represent the City as bond counsel for the Re-
financing of the City parking garage bonds with a fixed attorney fee of $12,500.00.
Squire, Sanders & Dempsey LLP agrees to represent the City of South Miami,
Florida as bond counsel in connection with the proposed parking garage
refunding from SunTrust Bank. The legal services rendered in connection with
Background: this matter will be a fixed fee of $12,500.00. 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.
Backup
Documentation: • Squire, Sanders &Dempsey LLP, engagement letter.
1 . �
LEGAL
COUNSEL
WORLDWIDE
July 20, 2011
Mr. Hector Mi abile
City Manager
City of South Miami, Florida
6130 Sunset Drive
South Miami, Florida 33143
Re: Parking Garage Refunding Loan
Dear Mr. Mirabile:
SQUIRE, SANDERS & DEWSEY (US) LLP
200 South Biscayne Boulevard, Suite 4100
Miami, FL 33131
Office: +1.305.577.7000
Fax: +1,305.577.7001
On behalf of Squire, Sanders & Dempsey (US) LLP ( "Squire Sanders" or the "Finn "), 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 Parking Garage Refunding Loan from SunTrust Bank (the "Loan").
A written engagement agreement is required or recommended by the law of professional
ethics in the jurisdictions in which the Finn practices law. The engagement agreement between
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 tins 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 hatter will be a
fixed fee of $12,500.00. We will also bill the City for all client charges made or incurred in
connection 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, 2011, payment is due
within thirty days of our statement.
Any of the following alternative methods for acceptance of this engagement agreement
will be effective: (i) signing and returning the 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
MIAMU4268950.1
Mr. Hector Mirabile
City of South Miami, Florida
July 19, 2011
Page 2
this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm
your acceptance by countersigning the enclosed 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 we can try to address your concerns.
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.
Very truly s,
/RR)ter
Letter and Standard Terms Accepted,
including section on "Conflicts of Interest"
CITY OF SOUTH MIAMI, FLORIDA
By: x / Date: July a7 , 2011
ector Mirabile
City Manager
LR:ge
Enclosure
MIAMI/4268950.1
SQUIRE
E
LEGAL
Sk
COUNSEL
NDERS
WRRI:13iNtDE
r r e t
The Engagement Agreement between us
consists of the accompanying cover letter
and, as applicable, any separate Matter
Acknowledgment Letter (collectively and
individually "Engagement Letter "). It also
consists of Terns 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 Terns "). The Engagement
Agreement is the means by which you are
retaining the Finn (as defined in these
Standard Terns and also referred to as "us"
or "we" or "SSD ") to provide legal services.
"You" and "yours" refers to our clients)
defined 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:
The Firm ...................... ..............................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
How We Set Our Fees .. ..............................5
Other Charges .............. ..............................6
Billing Arrangements and Payment
Terms............................ ..............................7
Revenue and Expense Sharing in
Networks and Other Relationships with
Independent Law Firms ............................8
Taxes .............................. ..............................8
Data Protection and Privacy ....................8
Client and Firm Documents ......................8
NU"1/4268950.1
Applicable Worldwide
Diversity and Equality ..............................9
Disclosure of Your Name ..........................9
Firm Attorney Client Privilege .................9
Severability................... ..............................9
Primacy ........................ ..............................9
Entire Agreement ......... ..............................9
Governing Law ............. ..............................9
In Conclusion ............... .............................10
THE FIRM
The "Firm" or "SSD" means, as the case
may be, either Squire, Sanders & Dempsey
(US) LLP1 or Squire, Sanders & Dempsey
(UIC) LLP,2 or, when necessary or
appropriate wider the law of a particular
jurisdiction, an affiliate lawfully permitted
to practice law in that jurisdiction. "Squire,
Sanders & Dempsey" or "SS &D" is the
collective trade name for an international
legal practice of which those entities are the
practising entities. Your engagement in this
instance is with the entity3 which sent you
the cover letter accompanying these
Standard Terns. Still, SS &D attorneys
worldwide are available to meet your needs
and thus SS &D personnel from other SS &D
entities may be selected to serve you
whatever SS &D entity you contract with.
The use of "Squire, Sanders & Dempsey" or
"SS &D" as a trade or business name or
1 Squire, Sanders & Dempsey (US) LLP is a limited liability
armership organized under the laws of the State of Ohio, USA.
Squire, Sanders & Dempsey (UK) LLP (trading as Squire
Sanders Hammonds) is a limited liability partnership registered in
England and Was with number OC 335584 acrd 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 4YA.
3 Squire, Sanders & Dempsey practices in a number of different
nations. Due to local laws on regulation of the legal profession, the
formal legal nine may differ in some nations.
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.ssd.com 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 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 SSD attorney will be your
principal contact. From time to time 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' personnel.
OUR SERVICES TO YOU
In our letter that presents these Standard
Terns to you, or in a separate Matter
Acknowledgement 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
other 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 laws 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
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 (brown 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
NilAMV4268950.1 2
identified in the accompanying letter. Irn 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 letter 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 the individual
addressed.
Unless specifically stated in our letter, our
representation of you does not extend to any
of your affiliates acid 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 company, 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 parry 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 our written consent.
CONFLICTS OF INTEREST
Since legal practice first began under the
name Squire, Sanders & Dempsey over 100
years ago, thousands of corporations, other
businesses, individuals, govenunental
bodies, trusts, estates, and other clients have
asked SSD attorneys to represent them.
Information on the nature of the Finn's
clients and practice is available at
hup: / /www.ssd.com and upon request.
Because of the broad base of clients that
SSD represents on a variety of legal matters,
it is possible that you may find yourself in a
position adverse to another SSD client in
counseling, litigation, business negotiations,
or some other legal matter in which we do
not represent you. Accordingly, we are
including the following model language
recommended to us by our insurer:
You agree that we may continue to represent
or may undertake in the future to represent
MIAMU4266950.1 3
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. 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
such 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.
TERA UNATION 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 Finn 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 SSD 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
SSD would have the right to withdraw from
the representation. Regardless of whether
you or we ternihiate 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) SSD would
be paid by you for the work it performed
prior to termination; (B) SSD's
representation of you prior to any
termination would not preclude SSA from
undertaking or continuing any representation
of another party; and (C) as a result of
SSD's representation of another party you
would not argue or otherwise use SSD's
representation of you prior to any
termination to contend that SSD 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
Iater 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
NDAMI /4266950.1 4
you in the 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 filing 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 fiu-ther or additional
services, our attorney - client relationship will
commence again subject to these terms of
engagement unless we change the terms in
writing at that time. Following termination
of our representation, changes may occur in
applicable Iaws 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 Firm has no
continuing obligation to advise you with
respect to future legal developments.
During or followhig 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 Firm 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 make 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
persomnel 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 rime, 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 au estimate or
proposed budget. Still, it must be
recognized that our fees are often influenced
by factors that are both beyond our control
Nl"/4268954.1 5
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 necessary to resolve or
complete this matter. We will not 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 no 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 hill them to
you separately or arrange for them to be
billed to you directly. We may also require
an advance payment from 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).
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 malting 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 asIdng 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.
MAM114268850.I 6
Letter Type
Description
Rate
Clean
No litigation
reported
US $550
Normal
1 -3 cases
US $850
Extraordinary
cases
US $1,350
Update
Update of
US $400
prior response
Verifying no
No- Services
work for
US $7S
client 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.
BILLING ARRANGEMENTS AND
PAYMENT TERMS
We will bill you on a regular basis —
nonnally, 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 further other
charges incurred on your behalf, we will be
entitled to render a firrther 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 engagernent 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.
In 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 law) you
MIAMV4268950.1 7
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 time 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 amounts due to us
before expiration of 30 days from the date of
our statement unless a different period is
established in an 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 an SSD 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 tune. 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 fine.
Other law firms with which we have
relationships, whether or not part of the
network, are required to observe the same
restriction.
TAXES
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
funvsh 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
NUAMW4268950.1 8
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 lawyers. 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 pen-nits 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
Firm's website at btto://diversitv.ssd.com/en-
US/hmshome.as ux
DISCLOSURE OF YOUR NAME
We are proud to serve you as legal counsel
and hope to share that information with
other clients and prospective clients. On
MIANN4268950.1
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 Firm
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 SSD has to protect the
confidentiality of our communications with
such counsel.
SEVERABILITY
In the event that any provision or pant 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 terms.
PRIMACY
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
aid 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 acknowledge 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 Terms, 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 terns and conditions,
please communicate with your principal
contact at the Firm 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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