7I RESOLUTION NO.
2 A Resolution of the Mayor and of the City Commission employing the law firm of
3 Squire Sanders, Luis Reiter as Bond Counsel of the City of South Miami in conjunction
4 with the City Municipal Garage and all other issues of public financing; and providing
5 for an effective date.
6
7 WHEREAS, the terms and conditions of the Municipal Garage lease to Mark Richman Properties
8 have been complex and controversial; and
9
10 WHEREAS, at all times pertinent since on or about 2002, former City Attorney Luis Figueredo or
11 his law firm have solely represented the City in conjunction with the transactions resulting in the
12 Municipal Parking Garage; and
13
14 WHEREAS, it is deemed necessary and proper to review, evaluate, and analyze the outstanding
15 Bond issues related to the aforesaid Municipal Garage, including 2002 Bond financing in the amount of
16 $6,500,000 and 2007 Bond financing in the amount of $5,500,000; and
17
18 WHEREAS, such review is traditionally done by Bond Counsel employed by the City but the
19 former City Attorney never sought to engage Bond Counsel; and
20
21 WHERAS, the intricacies of public financing are sufficiently complex so as to require that most
22 cities hire their own Bond Counsel; and
23
24 WHEREAS, our current City Attorney has recommended that the City of South Miami hire Bond
25 Counsel whose services are billed on a "as needed " basis for these purposes; and
26
27 WHEREAS, it is necessary to not only review the aforesaid existing public financing represented
28 by the existing bonds, but the City is also bound to consider other alternatives, such as refinancing said
29 bonds with more favorable interest rates when financially advantageous to the City; and
30 WHEREAS, the Squire Sanders Law Firm and Luis Reiter have consistently been rated number
31 one as Bond Counsel in the State of Florida for the years 2007, 2008, and 2009; and
32 WHEREAS, upon the recommendation of our City Attorney, the City Commission did on May 18,
33 2010 hire Squire Sanders for a one month trial period; and
34 WHEREAS, the performance of said firm in acting as Bond Counsel has been satisfactory to
35 date.
36 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF SOUTH
37 MIAMI, FLORIDA:
38 Section I. The Law Firm of Squire Sanders and Luis Reiter are hereby employed on behalf
39 of the City of South Miami pursuant to the terms and conditions of the attached letter of May 13, 2010 to
40 serve as Bond Counsel for the City of South Miami on an "as needed" basis.
41 Section II. The City Attorney is directed to sign the attached Letter Agreement of May 13,
42 2010 on behalf of the City of South Miami
43 Section III. The attached Resolution shall take effect immediately upon adoption.
44
45 PASSED AND ADOPTED this 2010.
,,
Page 1 of 2
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
ATTEST:
CITY CLERK
CITY ATTORNEY
a rr.• •
W: \My Documents\ resolutions\ resolution97 _tohirebondcouncil.doc
Page 2 of 2
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Newman:
Commissioner Palmer:
Commissioner Beasley:
Commissioner Harris:
Sq�
LEGAL
7U7�'�7l�m'
�1"1L.V EMS
COUNSEL
WORLDWIDE
May 13, 2010
Laurence Feingold, Esq.
City Attorney
City of South Miami, Florida
6130 Sunset Drive
South Miami, Florida 33143
Re: Municipal Parking Garage Indebtedness
Dear Mr. Feirigold:
SQufRE, SANDERS &DEMESEY L.L.P.
200 South Biscayne Boulevard, Suite 4100
Miami, FL 33131
Office: +1.305.577.7000
Fax: +1.305.5727001
On behalf of Squire, Sanders & Dempsey I.,.L.P. ("Squire Sanders" or the "Firm'), I am
pleased to submit this letter to you, setting forth the terms upon which Squire Sanders agrees to
provide legal services to the City of South Miami, Florida (tile "City ") in connection with certain
potential legal issues that have arisen with respect to the City's indebtedness that financed the
construction of its municipal parking garage (the "Garage Indebtedness ").
Our representation of the City will relate solely to the Garage Indebtedness. We
understand that separate counsel will represent the City with respect to certain other matters that
have arisen with respect to the municipal parking garage.
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 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 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 will be based on the hourly billing rate
for each person devoting time to this matter. 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, preparation of documents and other expenses. Please note that we will bill for
MLAMV4254923.1.
SQUIRE, SAM>rits & DsMrser L.L.Y.
Laurence Feingold, Esq.
City of South Miami, Florida
May 13, 2010 .
Page 2
such fees and other charges on a monthly basis and payment is due within 30 days of the date of
each 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 that is enclosed for that
purpose, 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 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.
Letter and Standard Terms Accepted,
including section on "Conflicts of Interest"
CITY OF SOUTII MIAMI, FLORIDA
I3y:
Laurence Feingold
City Attorney
LR:gc
Enclosure
MIAMI/42 >4923A
Date: May _, 2010
SQUIRE
' ,, 1.
S� NDFRS
�t>t,N II.
W,01 I t7WIDF
This document and the accompanying cover
letter, (together the "agreement ") set forth
the standard terms and conditions (`standard
terms ") under which you are engaging
Squire, Sanders & Dempsey' ( "us" or "we"
or "SSD" or "Firm ") to provide legal
services. 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.
For your convenience, set forth below are
the topics covered in these standard terms:
Who Will Provide the Legal Services? ..... I
Our Services to You ..... ..............................I
Who Is Our Client? ...... ..............................2
Conflicts of Interest ...... ..............................3
Termination of Representation .................3
HowWe Set Our Fees .. ..............................4
OtherCharges .............. ..............................5
Billing Arrangements and Payment
Terms............................ ..............................6
Revenue and Expense Sharing in
Networks and Other Relationships with
Independent Law Firms ............................7
Taxes.............................. ..............................7
Client and Firm Documents ......................7
Disclosure of Your Name as our Client .... 8
Firm Attorney Client Privilege .................8
Severability................... ..............................8
I squire, Sanders & Dempsey practices in a number of different
nations. one to local laws on regulation of the legal profession, the
formal legal name may differ in some nations. Please refer to the
formal legal name oil the cover totter accompanying these Standard
'I'crnvs of fngagcment for the name of the legal entity that is
Contracting with you. SSD attorneys worldwide are available to
meet your needs.
MIAMI /4254923.1
Entire Agreement ......... ..............................8
GoverningLaw ............. ..............................8
InConclusion ................ ..............................8
WHO 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
terms to you, we 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
accompanying letter. For example, unless
specified in the accompanying 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 (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 law of
professional ethics, except to the extent
necessary to further your interests or as
authorized by applicable law.
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 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
2
MIAMI /4254923.1
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 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 party to
wham 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
SSD is a law firm of over 850 attorneys
practicing law in a wide variety of fields
from more than twenty -six offices. Since
the founding of the Firm over 100 years ago,
thousands of corporations, other businesses,
individuals, governmental bodies, trusts,
estates, and other clients have asked SSD
attorneys to represent them. Information on
the nature of the Firm's clients and practice
is available at http: / /www.ssd.eom and upon
request. Because of the broad base of
clients that the Firm represents on a variety
of legal matters, it is possible that you may
find yourself in a position adverse to another
Firm 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
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
3
MIAMI/4254923.1
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.
TERMINATION 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 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 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) SSD would
be paid by you for the work it performed
prior to termination; (S) SSD's
representation of you prior to any
termination would not preclude SSD 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
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 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
4
N41AMl/4254923.1
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 attonrey- 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 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 Firm has no
continuing obligation to advise you with
respect to future legal developments.
If we are asked to testify as a result of our
representation of you, or if we must defend
the confidentiality of your communications
in any proceeding, 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, you agree to pay us for any
resulting costs, including for our time,
calculated at the then applicable hourly rate
for the particular individuals involved, even
if our representation of you had ended.
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 control
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. It is also expressly
understood that payment of our fees and
charges is in no way contingent on the
ultimate outcome of the matter.
5
MIAMI/4254923.1
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 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).
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 document's 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 Type
Description
Rate
No litigation
Clean
re ported
US $550
Normal
1 -3 cases
US $850
Extraordinary
>3 cases
US $1,350
Update
Update of
US $400
rior res once
Verifying no
No- Services
`Fork for
Us $75
client during
fiscal year
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 —
normally, each month — for both fees and
other charges. You agree to make payment
within 30 days of the date of our statement.
6
MIAM1/4254923J
If you have any issue with our statement,
you agree to raise it specifically within 30
days of the date of our statement. If the
issue is not immediately resolved, you agree
to pay all fees and disbursements not
directly affected by the issue within 30 days
of the original bill and all amounts affected
by the issue within 10 days of its resolution.
In the event that a statement is not paid in
full within 30 days of the date of our
statement, interest and /or Iate charges will
be imposed on any unpaid fees and /or costs
at the combined rate of ten percent (10 %)
per annum. 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. 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, you
hereby grant us an attorneys' Iien on those
funds in the amount of any suns 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
within 30 days of receiving our statement.
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 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 film 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 we have
relationships, whether or not part of the
network, are required to observe the same
restriction.
7
MIAMI/4254923.1
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.
CLIENT AND FIRM DOCUMENTS
The firm 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 lawyers. All such
documents retained by the Firm 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.
DISCLOSURE OF YOUR NAME
AS OUR CLIENT
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 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 part of this
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.
8
MIAMI/4254923.1
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 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 this engagement or
concerning rights and duties between us will
be governed by the law of the jurisdiction in
which the SSD attorney sending you this
agreement is licensed, excluding choice of
law provisions that might select the law of a
different jurisdiction. If he or she is licensed
in several jurisdictions, the law of the
jurisdiction of his or her principal SSD
office will govern. 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 took 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 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.
SQUIRE, SANDERS & DEMPSEY L.L.P.
PUBLIC FINANCE PRACTICE
Squire, Sanders & Dempsey L.L.P. ("Squire Sanders ") was formed in 1890 and currently
has more than 800 lawyers located in 32 offices in the United States, Europe and Asia. Our
Florida offices are located in Miami, Tallahassee, Tampa and West Palm Beach. Squire Sanders
has one of the largest and most respected all- around public finance practices in the United States.
Rendering our first bond opinion in April of 1900, Squire Sanders is one of the best
known, nationally recognized bond counsel law firms. Squire Sanders has been listed in the
"Municipal Bond Attorneys of the United States" in the Bond Buyer's Municipal Marketplace
(the "Red Book") from the initiation of that publication in the 1940's up to and including the
most recent edition (Fall 2009). The national scope of Squire .Sanders' practice includes
experience in virtually all levels of state and local governments in over 40 states, including
states, state agencies, boards and commissions, municipal corporations, townships, counties and
schools, regional and special districts and colleges and universities.
Unlike many national and local firms that offer bond counsel services, Squire Sanders
places firmwide emphasis on this practice area, devoting resources far beyond nearly all of our
competitors. Squire Sanders has one of the largest public finance groups — more than 60 bond
and tax lawyers — in the United States. These lawyers are located in Miami, Tampa and eight of
our other offices across the country.
Squire Sanders' public finance lawyers work together as a nationwide team, and have a
wide variety of experience solving client problems in many geographical areas and under
different circumstances. By doing thousands of transactions nationwide, our public finance
lawyers have amassed a vast base of experience, information, research, and procedures that we
draw upon to provide all our clients, nationwide, with sound advice to enable them to achieve
their goals. The knowledge and experience of all of our public finance lawyers throughout the
United States will be available to our team in serving the City's needs.
Over the past 20 years, Squire Sanders has consistently ranked among the top 10 bond
counsel firms in the nation, as evidenced by the Thomson Reuters official rankings of bond
counsel firms in the United States published in The Bond Buyer. Set forth below is a summary of
the dollar volume, number of long -term issues and national bond counsel rankings for Squire
Sanders during the past three years, as reported by Thomson Reuters and published in The Bond
Buyer. For the first quarter of 2010, Squire Sanders ranks 2nd nationally as bond counsel.
Source: Thomson Reuters, an affiliate of The Bond Buyer.
MIAMI /4254925. t
�_ NaitorialRank
Amount
Issues
2009
4t�
$11.3 Billion
229
2008
$11.9 Billion
209
2007
DD� 3rd.
$21.2 Billion
275
Source: Thomson Reuters, an affiliate of The Bond Buyer.
MIAMI /4254925. t
Squire Sanders, including its predecessor firms in Florida, has been providing bond
counsel services in Florida since the late 1970's. As evidenced below, Squire Sanders has
historically been the leading bond counsel firm in the State of Florida. With seven of our Florida
attorneys practicing exclusively in public finance, we intend to continue our tradition of leading
all law firms in bond work for the State of Florida and local governmental bodies in Florida.
Set forth below is a summary of the dollar volume, number of long -term issues and
Florida bond counsel rankings for Squire Sanders during the past three years, as reported by
Thomson Reuters and published in The Bond Buyer.
Source: Thomson Reuters, an affiliate of The Bond Buyer.
It is important to note that, in addition to our overall rankings in the top bond counsel
firms nationally, Squire Sanders typically ranks in the top ten nationally in almost every major
individual category of financing, including for example, tax- exempt financings; both general
obligation and revenue financings; refundings; general purpose financings; airport financings;
utilities financings; transportation financings; public power financings; solid waste and resource
recovery financings; pollution control financings; water, sewer and gas financings; new money
financings; health care financings; and education and higher education financings; .
We believe the above rankings reflect more than just dollar volume and number of issues
on which we serve as bond counsel year after year. Their real significance is evidence of the
quality, responsiveness and value of Squire Sanders' client service, as the many governmental
clients we serve would not continually retain us if quality service were not consistently rendered
to them. Moreover, these rankings and statistics also evidence the accumulated experience we
can draw upon to assist the City in achieving its financing objectives.
Tax Expertise
If there is one salient aspect of Squire Sanders that we believe distinguishes us from other
bond counsel firms, it is the size and depth of our public finance tax group. Squire Sanders has a
public finance tax group consisting of 4 partners (and several associates) in its 17 lawyer tax
department, whose practice is devoted to the tax aspects of public finance. The Squire Sanders
public finance tax lawyers take an active role in all financings for which Squire Sanders serves as
bond counsel. Individually and collectively, our public finance tax attorneys have broad
expertise in all of the tax aspects of public finance, including short- and long -term borrowings,
arbitrage, rebate, advanced refundings, governmental obligations, private activity bonds and
derivatives. Squire Sanders' public finance tax lawyers constantly monitor legislative and
regulatory tax developments that may impact state and local debt obligations and keep Squire
Sanders' clients and bond lawyers current on those developments.
MIAMI/4254925.I
Amount
Issues
FCorada Rank
2009
st
��? 1 �
$4.2 Billion
34
2008
Esc
$2.9 Billion
25
2007
Lst
$5.2 Billion
34
Source: Thomson Reuters, an affiliate of The Bond Buyer.
It is important to note that, in addition to our overall rankings in the top bond counsel
firms nationally, Squire Sanders typically ranks in the top ten nationally in almost every major
individual category of financing, including for example, tax- exempt financings; both general
obligation and revenue financings; refundings; general purpose financings; airport financings;
utilities financings; transportation financings; public power financings; solid waste and resource
recovery financings; pollution control financings; water, sewer and gas financings; new money
financings; health care financings; and education and higher education financings; .
We believe the above rankings reflect more than just dollar volume and number of issues
on which we serve as bond counsel year after year. Their real significance is evidence of the
quality, responsiveness and value of Squire Sanders' client service, as the many governmental
clients we serve would not continually retain us if quality service were not consistently rendered
to them. Moreover, these rankings and statistics also evidence the accumulated experience we
can draw upon to assist the City in achieving its financing objectives.
Tax Expertise
If there is one salient aspect of Squire Sanders that we believe distinguishes us from other
bond counsel firms, it is the size and depth of our public finance tax group. Squire Sanders has a
public finance tax group consisting of 4 partners (and several associates) in its 17 lawyer tax
department, whose practice is devoted to the tax aspects of public finance. The Squire Sanders
public finance tax lawyers take an active role in all financings for which Squire Sanders serves as
bond counsel. Individually and collectively, our public finance tax attorneys have broad
expertise in all of the tax aspects of public finance, including short- and long -term borrowings,
arbitrage, rebate, advanced refundings, governmental obligations, private activity bonds and
derivatives. Squire Sanders' public finance tax lawyers constantly monitor legislative and
regulatory tax developments that may impact state and local debt obligations and keep Squire
Sanders' clients and bond lawyers current on those developments.
MIAMI/4254925.I
As a result of the size and depth of the Squire Sanders' public finance tax group, which is
unique among bond counsel firms, we feel we have the ability to serve our clients more
effectively. Squire Sanders' tax lawyers have extensive experience in performing arbitrage
rebate calculations. Our in -house computer capabilities and tax expertise combine to make
available to clients calculations or advice required in connection with arbitrage matters,
including the structuring of escrows in refunding issues, the restructuring of existing refunding
escrow and the calculation of rebate when appropriate, and as requested, the Squire Sanders
public finance tax lawyers also prepare and file requests for Internal Revenue Service rulings
relating to issues of public debt.
All of our public finance tax partners are active in leadership roles in the National
Association of Bond Lawyers ( "NABL "), and are continuously called upon to serve as Chair or
panel members at NABL workshops and seminars. The members of the Public Finance Tax
Group are frequent speakers at workshops and seminars on the tax aspects of bond financing.
Our tax lawyers continue to enjoy agood working relationship with GFOA, NABL, SIFMA, The
American Bar Association, and with officials at the Internal Revenue Service and the United
States Department of the Treasury. Because of their stature, our tax lawyers are often consulted
on an official or an unofficial basis by these officials at the IRS and Treasury. Such
consultations permit our tax lawyers to keep abreast of the very latest thinking of these
departments.
Although all of our public finance and public finance tax attorneys would be available to
assist the City as necessary, the primary team that would provide legal services to the City would
be the following:
Luis Reiter is a partner in Squire Sanders' Miami office, and also serves as the managing
partner of the Miami office. He is a graduate of the University of Miami, where he received his
law degree in 1980 and his Bachelor of Arts degree in economics in 1977. While attending the
University of Miami School of Law, he was a Reid Scholar.
Luis devotes his entire practice to public finance and has extensive experience in all
aspects of governmental and governmental /private finance, having served as counsel in
financings representing issuers, underwriters and banks over the past nearly 30 years in Florida,
Puerto Rico, Connecticut, Kentucky, New Jersey, Mississippi and other U.S. states. He has
served as bond counsel in a variety of transactions, both new money and refinancings, including
infrastructure finance, economic development, tax increment financing, project financings,
system revenue obligations, general obligations, tax -based financings, collateralized mortgage
obligations, governmental loan pool financings, and all forms of derivative transactions
including interest rate swaps. Luis' profile is attached hereto.
Todd Cooper is a public finance tax partner. Todd focuses his practice on tax matters
related to public finance, primarily the federal taxation aspects of municipal bonds. Areas of
special focus include the federal tax aspects of governmental pooled financings including
revolving fund programs; water and sewer utility debt issues; stadium and convention center
financings; transportation financings; electric power financings; advance refundings; derivative
products; health care; student loan; and single and multifamily housing transactions. Todd has
extensive experience in working with clients in resolving issues with respect to tax - exempt
financings, including extensive dealings with the Internal Revenue Service. Todd's profile is
also attached hereto.
3
MIAMU42549251
LUIS REITER
Partner, Miami
+1.305.577.7710
Ireiter @ssd.com
Practice Focus
Public Finance;
Project & Infrastructure
Finance
Education
University of Miami,
J.D., 1980
University of Miami,
B.A., 1977
Admissions
Florida
SQUIRE
LtGAL
CO
SANDERS
WOKLDW 6DW[DF.
Luis Reiter, managing partner of the firm's Miami office, has extensive experience in all
aspects of governmental and governmental /private finance, having served as bond
counsel and represented underwriters and banks since 1980.
His experience includes a wide variety of transactions, both new money and
refinancing, including project finance, revenue obligations, general obligations and
other tax -based financings, which have financed, among others, airports, seaports,
water and sewer facilities, electric facilities, health care facilities, sports facilities,
housing projects and economic development undertakings. Many of these financings
have been structured as variable rate transactions and have involved different forms of
credit enhancement.
Mr. Reiter is a member of the National Association of Bond Lawyers. He has been
named in The Best Lawyers in America each year since 2006 and is rated AV by
Martindale - Hubbell. In 2009 he was listed in Legal 500 US for his project finance
practice, named a Florida Super Lawyer by his peers in a survey distributed by Law &
Politics magazine, a distinction recognizing the top 5 percent of lawyers in the state,
and recognized by Chambers USA for his banking and finance practice. In 2008 he
listed as a member of Florida Trend magazine's Legal Elite.
Languages: English, Spanish
SQUIRE, SANDERS & DEMPSEY L.L.P. VWWV.SSD.COM
TODD L. COOPER
Partner, Cincinnati
+1.513.361.1239
tcooper@ssd.com
Practice Focus
Taxation & Benefits;
Public Finance;
Airport Finance;
Economic
Development;
Local Government
Finance;
Public Power;
Solid Waste;
Community
Development &
Affordable Housing;
Health Care Finance;
Project & Infrastructure
Finance;
Renewable Energy
Education
University of Notre
Dame, J.D., M.B.A.,
1981
Amherst College, B.A.,
1977
Admissions
Ohio;
United States District
Court, Southern District
of Ohio
SIRE
LEGAL
/-\tV�../�t't.7V
I WORLDWIDE.
Todd L. Cooper focuses his practice on tax matters related to public finance, primarily
the federal taxation aspects of municipal bonds. Areas of special focus include the
federal tax aspects of health care; student loan, single and multifamily housing
transactions; advance refundings; electric power, natural gas, water and sewer utility
debt issues; stadium and convention center financings; private and public secondary
education and college and university issues; transportation; and governmental pooled
financings including revolving fund programs and tax credit bonds. He has delivered
arbitrage rebate calculations and opinions on more than 2,000 issues with a total
original principal amount in excess of US$50 billion. Mr. Cooper is AV -rated by
Martindale - Hubbell and was listed in the 2006 edition of Ohio Super Lawyers.
Mr. Cooper has been a member of various tax panels. He was a member of the Bond
Attorneys Workshop's Steering Committee, National Association of Bond Lawyers, from
1989 to 1991 and 2006 to 2008. He served as panel chair of 501(c)(3) Obligations in
1989, Governmental Obligations in 1990, Alternatives to Arbitrage Rebate in 1991,
Exempt Facilities in 2006 and 2007 and Introduction to Swaps in 2008. He served on
the faculty at the Fundamentals of Municipal Bond Law Seminar in 2007 and 2008. Mr.
Cooper has addressed numerous groups on arbitrage, private activity, general public
finance tax topics and the American Recovery and Reinvestment Act of 2009. He has
been elected a Regular Fellow of the American College of Bond Counsel and is also a
member of the Tax Exempt Financing Committee of the American Bar Association.
He is a trustee of The Summit Country Day School Inc., chairs its Building and Grounds
Committee and is also a member of the Sisters of Notre Dame de Namur Partners in
Action Committee.
SQUIRE, SANDERS & DEMPSEY L.L.P. WWW.SSD.COM