8CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
South Miami
hOd
qrrp
2001
To: The Honorable Mayor & Members of the City Commission
From: Hector Mirabile, PhD, City Manager
Date: July 3 I, 2012 Agenda Item No.:_
Subject:
Background:
Attached
Documentation:
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 200 I A and
Series 2002A Loans with a fixed attorney fee of $20,000.
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 200 I A 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.
-Squire, Sanders & Dempsey LLP, engagement letter.
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RESOLUTION NO. _____ _
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 _ day of ,2012.
ATTEST: APPROVED:
CITY CLERK MAYOR
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
CITY ATTORNEY
Page 1 of 1
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Liebman:
Commissioner Newman:
Commissioner Harris:
Commissioner Welsh:
Additions shown by underlining and deletions shown by overstriking.
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! SQUIRE(>
SANDERS
Mr. Hector Mirabile
City Manager
City of South Miami, Florida
613 0 Sunset Drive
South Miami, Florida 33143
July 20,2012
Squire Sanders (US) LLP
200 ,South Biscayne Boulevard,
Suile4]00
Miami, Florida 3313]
0+1305577 7000
F +1305577 7001
Squiresanders. com
Luis Reiter
T+J 305577 7710
Luis.reiter@squiresanders,cDm
Re: Tax-Exempt Loan to Refund City's Florida Municipal Loan Council Series
2001 A 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 f011h the ten11S upon which Squu:e 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 jillisdictions 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
f0I111 an att0111ey-client relationship with you in this matter. It is govemed by the law of Florida.
We request that you review tlus agreement carefully. By proceeding with tlus engagement you
will be indicating to us that you have done so. It is important that you review and understand the
ten11S of our relationslup, such as the section on "Conflicts of Interest."
Our professional fees for legal services rendered in cOlmection with this matter will be a
fixed fee of $20,000.00. We will also bill the City for all client charges made or incilll'ed in
comlection with Oill' 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
witlun thiliy days of om statement.
MIAMII4280360.J
Mr. Hector Mirabile
City of South Miami, Florida
July 20, 2012
Page 2
Any of the following altel11ative methods for acceptance of this engagement agreement
will be effective: (i) signing and retul11ing a copy of tills letter, or (ii) assigning us work,
including continuing any previous assiglIDlent of work, or (iii) sending us a letter or e-mail
clearly referencing tlus engagement agreement and agreeing to it. However, even if you accept
tlus engagement agreement by methods eii) or (iii), I would appreciate it if you would confinn
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
we can try to address your concerns.
Th1'Oughout our relationshlp, we want you to be satisfied with the professional services
that we perfonn 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 Tel'ms Accepted,
including section on "Conflicts of Interest"
CITY OF SOUTH MIAMI, FLORIDA
By:
Hector Mirabile
City Manager
LR:ge
Enclosure
MIAMlJ4280360.1
Date: ______ ,2012
SQUIRE(}
SANDERS
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 Terms and Conditions of
Engagement applicable worldwide and. any
TemlS and Conditions of Engagement appllcable
for particular jurisdictions (collectively and
individually "Standard Terms and Conditions of
Engagemenf' or "Standard Temls"). ~he
Engagement Agreement is the means by wl1lch
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) 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
Tenns:
The Firm ........................................................... 1
What Professionals Will Provide the Legal
Sel~ices? .......•.•.••••.........•.......•......•..•.•.............• 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 Cha .. ges .................................................. 6
Billing Arrangements and Payment
Terms ................................................................ 7
Revenue and Expense Sharing in Networks
and Othel' Relationships with Independent
Law Firms ....................................................... t 7
Taxes .................................................................... 8
Data Protection and Privacy .......................... 8
Client and Firm Documents ........................... 8
Equality and Divel'sity .................................... 8
Disclosure of Your Name ............................... 8
Firm Attorney Client Privilege ....................... 9
Severability ....................................................... 9
Pl'imacy ............................................................ 9
M1AMII4280360.1
Entire Agreenlent ............................................. 9
Governing Law ................................................. 9
In Conclusion .................................................... 9
THEFlRM
The "Finn" or "Squire" means, as the case may
be, either Squire Sanders (US) LLP' or Squire
Sanders (UK) LLP,2 or, when necessruy or
appropriate under the law of a pruticular
jurisdiction, an affiliate lawfully pennitted to
practice law in that jurisdiction. "Squire
Srulders" is the collective trade name for an
intemational legal practice of which those
entities are the practising entities. Your
engagement in this instrulce is with the enti,tt
which sent you the cover letter accomprulymg
these Standard Terms. Still, Squire Sanders
attol11eys worldwide ru'e available to meet your
needs and thus Squire Srulders personnel from
other Squire Srulders entities may be selected to
serve you whatever Squire Sanders entity you
contract with. The use of "Squire Srulders" 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 ill
the provision of legal or othel' services. Please
see www.squiresal1ders.col11 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 limit~d liability partnership
organized under (he laws of the State of 01110, USA.
2 Squire Sanders (UK) LLP (trading as Squire Sanders Hammonds)
is a limited liability partnership registered in England and ~1l1es
with number DC 335584 and regulated by the SOltCitOfS
Regulation Authority. A list of the members and their ~rofessional
qualifications is open to inspection at 7 Devonslme Square,
London, EC2M 4YH.
> Squire Sanders includes partnerships or other enti~ies in a number
of different nations. Due (0 local laws on regulatIon of the legal
profession, the formal legal nanle may differ in some nations.
engagement agreement expressly refelTing to
and supcrseding this agreement in whole or in
Palt We encourage you to retain this
agreement.
WHAT PROFESSIONALS WILL PROVIDE
THE LEGAL SERVICES?
In most cases one Squire attomey will be your
principal contact. From time to time that
attorney may delegate p31is of your work to
other lawyers or to legal assistants or nonlegal
personnel in the Firm or to outside "contract"
perSOlll1el.
OUR SERVICES TO YOU
111 our letter that presents these Standard Terms
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 impOliant part of
our agreement is that we 31'e not your counsel in
other matters, and you will 110t rely upon us to
provide legal services for matters other th311 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 detennine the possibility of coverage
relating to this matter; for notification of your
insurance Call1erS about the matter; advice to
you about your disclosure obligations under U.S.
securities laws OJ' any other laws OJ' 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 stand31'ds of our
profession that all attorneys are required to
uphold, However, we can110t 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 lmowledge of the facts and based on the law
MIAMI/4280360.!
2
at the time of expression. It is also subject to
IDly unknown or unceltain factors or conditions
beyond our co111.1'o1, including the unpredictable
human element in the decisions of those with
whom we deal in undeltaldng your
representation.
The confidentiality of protected client
il1fonnation (known as "confidences" and
"secrets" in some jurisdictions and as
"infOlmation 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
necess31Y to fUlihel' 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 311 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 celiain instIDlces the payment 'of our
fees may be the responsibility of others. In
situations in which OUl' client is an entity, we
have addressed the letter to an authorized
representative of the client. Throughout these
standard tenns, "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 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 p31'ents,
subsidiaries, sister corporations, pminerships,
partners, joint ventures, joint venture pminers,
IDly entities in which you own an interest, or, for
you or your affiliates, al1y employees, officers,
directors, or shareholders, If you are a
partnership or limited liability company, our
representation does not extend to the individual
prutners of the partnership or members of the
limited liability company, If you are a joint
venture, our representation does not extend to
the pmticipants, If you ru'e a trade association,
our representation excludes members of the
trade association, If you are a govemmental
entity, our representation does not include other
governmental entities, including other agencies,
depaliments, bureaus, bom'ds or other parts of
the same level of govemment. If you are 811
individual, our representation does not include
your spouse, siblings, or other family members,
If you ru'e a trust, you are our only client. The
benefi.ciru'ies are not our clients, nor is the
trustee in any capacity other than as the
fiduciru.y for the pru.ticldru.' trust in our
representation, It would be necessary for
affiliates, including all those listed above, to
enter into a written engagement agreemellt 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 wi11I any confidential
infonnation of your affiliates or any other
entities or individuals during our representation
of you, we will treat it as your infonnation and
maintain its confidentiality in accordrulce with
our duties to you as our client, but you are 111e
exclusive pmiy to whom we owe duties
regru.'ding such information,
Except as specifically agreed by both of us, the
advice ruld communications that we render on
your behalf are not to be disseminated to or
relied upon by any 0111er patties without our
written consent.
CONFLICTS OF INTEREST
Since legal practice first began under the name
Squire Srulders over 100 yeru.'s ago, thousands of
corporations, other businesses, individuals,
gove111mentaI bodies, trusts, estates, and other
clients have asked Squire Sanders attomeys to
MJAMJ/4280360.1
3
represent them, Information on the nature of the
Finn's clients and practice is available at
ht1.p://www.squiresal1ders.com and upon request.
Because of the broad base of clients 111at Squire
represents on a variety of legal matters, it is
possible that you may find yourself in a position
adverse to aIlOther 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 recolllmendation we adopted the
following model language recommended:
You agree that we may continue to represent or
may undertake in the future to represent existing
or new clients in ru.lY matter that is not
substru.1tially related to our work for you even if
the interests of such clients in those other
matters are directly adverse to yoW" interests
provided such work does not compromise our
duty and loyaliy to you, We agree, however,
111at your prospective consent to conflicting
representation contained in 11le preceding
sentence shall not apply in any instru1ce where,
as a result of our representation of you, we have
obtained proprietary or other confidential
infonnatiol1 of a nOll-public nature, 11lat, if
known to such other client, could be used in any
such other matter by such client to your material
disadvantage. In similru.' 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 COUlt rules,
which may include comt 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 incuned bo111 before termination and
afterwards in connection with an orderly
trru.lsition of the matter, including fees and other
charges ru'ising in connection with any traIlsfer
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 tlu'ust 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 fi'om
the representation. Regardless of whether you
or we tel1ni11ate 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 tenninatioll.
You agree that regardless of whether you or we
terminate the representation (A) we would be
paid by you for the work perfonl1ed prior to
termination; (B) our representation of you prior
to any termination would 110t preclude Squire
Sanders fTom undettaking or continuing any
representation of another party; and (C) as a
result of Squire Sanders' representation of
another party you would not al'gue or otherwise
use our representation of you prior to any
tennination to contend that Squire Sanders
should be disqualified.
When we complete the specific services you
have retained us to perform, our attol11ey-client
relationship for that matter will be tenuil1ated at
that time regardless of any later billing period.
To eliminate Ullcetiain1y, our representation of
you ends in ally event whenever there is no
outstanding request fi'om 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
MIAMII4280360.1
4
representation, unless there is clear and
convincing evidence of our mutual
understallding that the representation has not
come to an end. After termination, if we choose
to perfonn administrative or limited filing
services on your behalf, including but not
limited to receiving alld advising you of a notice
under a contl"act, lease, conserit order, or other
document with continuing effect, or filing
routine or repeated submissions or renewals in
intel1ectual propeliy 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 perf 01111 fur111er or additional
services. After termination, if you later retain us
to perform nnther or additional services, our
attorney-cHent relationship will commence again
subject to these terms of engagement unless we
both Challge the terms in writing at that time.
Following termination of our representation.
changes may occur in applicable laws 111at could
impact your future rights and liabilities, Unless
you actually engage us in writing to provide
additional advice on issues arising from 11le
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 ally legal
requirements, or if our records from our
representation of you al'e demanded, or if any
claim is brought against the Firm or any of its
personnel based on your actions or omissions (in
addition to allY other costs involving the claim),
or if we must defend the confidentiality of your
communications under the attorney-client or ally
other legal professional privilege (in which case
we wiIlto the extent that circumstances permit
make reasonable effOJis 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 incun-ed on your
behalf based on their applicable rates and the
number of hours they devote to your
representation. Overall fees will be in acc?rd
with the factors in the applicable rules govermng
professional responsibility. The billing rates of
the personnel initially assigned to your
representation are generally specified h~ ~le
accompanying engagement letter. The bllllI1g
rates of our attorneys and paralegals vary,
depending generally upon the experi~nce al1d
capabilities of the attol1ley or paralegal mvolve~.
Unless otherwise agreed in writing, we wlll
cllarge 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 8l1d finn wide basis. In
addition, as persoll11el 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
cOlUlection with a particular matter. Whenever
possible, we are pleased to respond to such
requests with an estimate or proposed budget.
StilI, it must he recognized that our fees are
often influenced by factors that are both beyond
our con1TOl and unforeseeable. This is
patticularly true in litigation and other a~v.oca~y
contexts in which much of the actJvlty IS
controlled by the opposing patties 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 fiequently is more or Jess 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
MIAMJJ4280360_ I
5
be obliged to continue work if the fees or other
charges accrued on a matter reach an estimate
previously given and a revised estimate catmot
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 all your
behalf or charge for celtain ancillary SUppOlt
services. Whenever we incur such charges all
your behalf or charge for such atlcillruy support
services, we bill them to you separately or
arrange forthem to be billed to you directly. We
may also require atl adVatlCe payment from you
for such charges. These chat'ges typically relate
to long-distance telephone calls; messenger,
courier, ruld express delivelY services; facsimile
ruld similat' communications; document printing,
reproduction, scanning, imaging and rela~ed
expenses; tr8l1slations ruld related charges; fihng
fees; depositions and transcripts; witness fees;
travel expenses; computer research; ruld chru'ges
made by third patties (such as outside expelts
and consultants, printers, appraisers, local ruld
foreign counsel, govenllnent agencies, airlines,
hotels and the like, which chru-ges by third
patties shall not be incUlTed without the written
consent by the City Manager in each instance).
Other chru'ges will generally be itemized on your
bill atld will also be subject to VAT where , .
applicable. Any bank chru-ges which we ll1c~r
when making check payments or telegrapluc
transfers of money will be charged to you
inclusive of a hruldlhlg fee. Our chru'ges for
these anciIlaty suppod services generally reflect
our direct and indirect costs, but chru'ges for
celtain items exceed our actual costs. For some
services, particularly those that involve
significant technology and/or support services
provided by the Finn (such as imaging
documents ruld 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 tllOse 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 th811 the cost
of the telephone usage. In the event 81ly of our
statements for such services are not paid by their
due dates, you agree that we have the right not to
advance 81ly further amounts on your behalf.
Wllen you send us a Jetter at the request of your
auditors asking us for a response all any loss
contingencies, we wiII charge you a fixed fee for
our response that varies with the level of
difficulty of the response.
Letter Type Description Rate
Clean No litigation
reported US $550
Nonnal 1-3 cases US $850
Extraordin81Y >3 cases US $1,350
Update Update of prior US $400 response
Verifying no
No-Services work for client US $75 during fiscal
ye81'
Where we engage others to act 011 your behalf
we do so as your agent and we will not be
responsible for any act or omission of those
p81ties. Notwithstrulding 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 repOlters) to bill
you directly.
Prompt payment by you of invoices generated
by third-p81ty 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.
MTAMU4280360. I
6
BILLING ARRANGEMENTS AND
PAYMENT TERMS
We will bill you on a regular basis -normally,
each month -for both fees 81ld 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
fTom 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 otller 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
tlle date of oW" statement or any other due date
established in an Engagement Letter, interest
and/or late ch81'ges will be imposed on 81ly
unpaid fees and/or costs at the combined rate of
eight percent (8%) per amlUm or at 81ly lower
rate legally required by a p81ticular jurisdiction.
If the cover letter accomp81willg these Standard
Tenns of engagement specifies an event or 811
alte111ate date upon which payment is due,
interest andlor late charges will be imposed on
any unpaid fees 81ld/or costs 30 days after the
specified event or date or any otller period
specified in an Engagement Letter. The purpose
of the late payment ch81'ge is to encourage
prompt payment, thus reducing our billing and
collection costs.
In addition, if your account becomes delinquent
and satisfactory payment tem1S 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 ofyolJ results in a monetary
recovery by litigation Or ru'bitratiol1 awru-d,
judgment, or settlement, or by other realization
of proceeds, then (when permitted by applicable
law) you hereby grant us an attorneys' lien all
those funds in the runount of any sums due us.
We look to you, the client, for payment
regardless of whether you are insured to cover
the pat1icular risk. From time to time, we assist
clients in pursuing third parties for recovery of
attomeys' fees ruld other costs arising from our
services. These situations include payments
under contracts, statutes or insurance policies,
However, it remains your obligation to pay all
runounts due to us before expiration of 30 days
from the date of our statement unless a different
period is established in rul Engagement Letter.
REVENUE AND EXPENSE SHARING JN
NETWORKS AND OTHER
RELATIONSIllPS WITH INDEPENDENT
LAW FIRMS
We have relationships with selected other
independent law fmns with offices ill locations
outside the United States where we do not have
a Squire Sanders office. These include the
Squire Srulders Legal Counsel Worldwide
Network, a network of independent firms that
share resources and work together to serve
clients. Unless we actually fonn all attorlley-
client relationship with a client of such a
selected independent law firm, such a pruty is
not our client for any purpose, including
conflicts of interests. In millly cases we share
revenues atld expenses with such finus in a
mutual relationship designed for multiple
matters 011 a continuing basis over a substrultial
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 runount 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 finns with which
MIAMIJ4280360.1
7
we have relationships, whether or not prut 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 atId 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 011
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 chat·ges.
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 retu111 or transfer your
files. We will retain our own documents and
files, including our drafts, notes, internal
memos, administrative records, time and
e:>"')Jense 1'ep011s, billing and financial
infonnation, 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
intemal use of our lawyers. All such documents
retained by the Finn will be transfelTed to the
person responsible for administering our records
retention program. For various reasons,
including the minimization of unneceSSaIY
storage chaI'ges, we have the right to destroy or
otherwise dispose of any such documents or
other materials retained by us seven yeaI's after
the tennination 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
perfonnance of our services. A copy will be
provided to you upon your written request and is
available on the Finn's website at
http://diversi1y.sguiresanders.com/en-
US/lmshome.aspx.
DISCLOSURE OF YOUR NAME
We are proud to serve you as legal counsel and
hope to share that infonnation with other clients
aIld prospective clients. On occasion, we
provide names of cunent 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, ex.cluding
of course any we believe are sensitive. If you
prefer that we refrain from using your name and
representation ill this manner, please advise us in
writing.
FIRM ATTORNEY/CLIENT PRIVILEGE
If we detemline during the course of the
representation that it is either neceSSaIY or
appropriate to consult with the Finn's Ethics
Attorneys, other specially designated Finn
MIAMI/4280360.1
8
attorneys or outside counsel, we have your
consent to do so and that our representation of
you shall 110t 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 pad of this
agreement, including any letters expressly stated
to be part of the agreement, should be
unenforceable under the law of the controlling
jurisdktion, the remainder of this agreement
shall remain in force and shall be enforced in
accordance with its tenns.
PRIMACY
Unless ex.pressly superseded by explicit
reference the sections "Who is our Client"
and/or "Conflicts of Interest" are fully effective
notwithstaIlding another provision in case of any
duplication and to the fullest ex.tent possible in
case of inconsistency.
ENTIRE AGREEMENT
This agreement supersedes all other prior and
contemporaneous written aIId oral agreements
aIld underStaIldings between us aIld 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
thaIl those stated in the agreement.
GOVERNlNG LAW
Unless otherwise specified in the letter
accompaIwing these Standru'd Tenns, all
questions arising under or involving this
engagement or concerning rights and duties
between us will be govemed by the law of the
jurisdiction in which the lawyer sending you this
agreement has his or her principal office,
ex.cluding choice of law provisions that might
select the law of a different jurisdiction. When
another jurisdiction provides that its law will
govel1l non'lithstanding any agreement, that
other law may of course control, at least on
certain questions.
IN CONCLUSION
We look fOl'ward to a mutually satisfying
relationship with you. If you have any questions
about, or if you do 110t agree with one or more of
these terms aJld conditions, please communicate
with your principal contact at the Finn so that
we can try to address your concel1ls. Your
principal contact CaJl 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
Pru1:ner in Finn Management and/or an Ethics
Partner. Thank you.
M1AMI/4280360. I
9