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3THE CITY OF PLEASANT LIVING To: FROM: DATE: SUBJECT BACKGROUND: AMOUNT: ACCOUNT: ATTACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members ofthe City Commission Steven Alexander, City Manager January 20, 2015 Agenda Item NO.:____4i1llil""'- 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 refinancing On September 24, 2012 the City Commission approved Ordinance 18-12- 2134 authorizing the issuance of its Capital Improvement Revenue Refunding Note, Series 2012, in the principal amount not to exceed $5,800,000, for the purpose of refinancing certain of the City's outstanding indebtedness. The refinancing was to provide a present value savings of over $640,000 or 12% of the bonds refunded based upon the 20-year interest rate (3.50%) provided by BB& T. Unfortunately, due to the Metro South lawsuit which was filed a few days prior to the closing of the Series 2012 Note, BB& T decided not to move forward with the loan and the City was unable to refinance. Fortunately, the City has since settled the Metro South lawsuit, at no financial consequence, and interest rates currently appear favorable. It is for this reason that the City is moving forward with pursuing a refinancing of the City's existing debt and seeking approval of the Commission for the required entities to complete the refinance. Squire, Sanders & Dempsey LLP agrees to represent the City of South Miami, Florida as bond counsel in connection with the tax-exempt loan to refinance the City's Florida Municipal Loan Council Series 2001A and Series 2002A. The legal services rendered in connection with this matter will be a fixed fee of $20,000. In addition, any other charges made or incurred in connection with the representation, such as travel costs, photocopying, courier deliveries, long distance telephone charges, telecopier charges, filing fees, computer-assisted research, and other similar expenses. $20,000 N/ A, the Attorney's fees are included within the Refinancing Resolution Squire, Sanders & Dempsey LLP, engagement letter. 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 31 32 33 34 35 36 37 38 39 40 41 42 43 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 refinancing 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 plus costs 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 plus costs 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. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this _ day of ___ -', 2015. ATIEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATIORNEY Page 1 of 1 APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Edmond: Commissioner Liebman: Commissioner Welsh: Additions shown by underlining and deletions shown by overstriking. SQUIREC} PAITON BOGGS Mr. Steven Alexander ,City Manager City of SoutbMiarni, Florida. 613 0 Sunset Drive South Mian1i, Florida 33143 November 25,2014 Squire Patton Boggs (US) LLP 200 South Biscayne Boulevard, Suite 4100 Miami, Florida 3313 I 0+13055777000 F +13055777001 Squirepattonboggs.com Luis Reiter T +1305577 7710 Luis.reiter@Squirepb.com Re: Tax-Exempt Loan to Refund City's Florida Municipal Loan Council Series 200lA and Series 2002A Loans Dear Mr. Alexander: On behalf of Squire Patton Boggs (US) LLP ("Squire Patton Boggs" or the "Firm"), I am pleased to submit this letter to you, setting forth the tenns upon which Squire Patton Boggs agrees to represent the City of South Miami, Florida (the "City") as bond counsel in connection with the proposed captioned loan (the "Loan"). A written engagement agreement is required or recommended by the law of professional ethics in the jurisdictions in which the Firm practices law. The engagement agreement 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 impOliant matters that are best established early as we form an attomey-c1ient relationship with you in this matter. It is govemed by the law of Florida. We request that you review this agreement carefully. By proceeding with tlns engagement you will be indicating to us that you have done so. It is impOliant 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 cOlU1ection with this matter will be a fixed fee of $20,000.00. We will also bill the City for all client charges made or incun'ed in cOlmection with our representation, such as travel costs, photocopying, courier deliveries, long distance telephone charges, telecopier charges, filing fees, c01llputer~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 February 28, 2015, payment is due within thirty days of our statement. 4303319/1/MIAMI Mr. Steven Alexander City of South Miami, Florida November 25,2014 Page 2 Any of the following altelUative methods for acceptance of this engagement agreement will be effective: (i) signing and returning a copy of this le.tter, or (ii) assigning us work, including continuing any previous assiglIDlent of work, or (iii) sending us a letter or e~mail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm your acceptance by countersigning a copy of this letter and retuming 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 concel11s. . Throughout our relationship, we want you to be satisfied with the professional services that we perfolUl on your behalf. Accordingly, we encourage you to contact us just as soon as you have any questions or concerns regarding our services or our fees. Letter and Standard Terms Accepted, including section on "Conflicts of Interest" CITY OF SOUTH MIAMI, FLORIDA By: ________________________ _ Steven Alexander City Manager LR:ge Enclosure 430331G111M[AMJ Date: _________ ~, 2014 SQUIRE(} PATTON BOGGS Sta~dal"d Terms and Conditions of Engagement Applicable Wol'ldwide 3 The Engagement Agreement between us consists of the accompanying covel' letter and, as applicable, any separate Matter Aclcl10W Iedgment Letter (collectively and individually "Engagement Letter"). It also consists of Terms and Conditions of Engagement applicable worldwide and any Terms and Conditions of Engagement applicable for particular jurisdictions (collectively and individually "Staml:;!.rd Tenns and Conditions of Engagement" or "Standard Terms"). The Engagement Agreement is the means by which you are retaining the Firm (as deftned in these Standard Tenns and also refened to as "us" or "we" or "SPB") to provide legal services. "You" and "yours" refers to our client(s) deftned more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are the topics covered in these Standal"d Terms: The Firm ........................................................... 1 What Professionals Will Provide the Legal Se~ices? ............................................................... 2 Our Services to you ......................................... 2 Wlto Is Our Client? ......................................... 3 Conflicts of Interest ........................................ 3 Public Policy Practice .......................... 4 Termination of Repl'esentation ...................... 4 How We Set Our Fees ..................................... 6 Other Charges .................................................... 6 Billing Arrangements and Payment Terms ................................................................. 7 Revenue and Expense Sharing in Networl{S an() Other Relationships with Independent Law Firms ............. , ............................................ 8 Taxes ................................................................. 8 Data Protection and Privacy .......................... 8 Client and Firm Documents ........................... 8 Equality and Diversity .................................... 9 Disclosure of Your Name ............................... 9 Firm Attorney Client Privilege ....................... 9 4303319111MIAMI Sevel"ability ................................................. " ....... 9 Primacy ............................................................ 9 Entire Agreement ..................................... · •••••. 10 Governing Law ............................................ " .. 10 In Conclusion .... " ............................ " ................. 10 THEFmM The "Firm" or "SPB" means, as the case may be, either Squire Patton Boggs (US) LLPI or Squire Patton Boggs (UK) LLP,2 or Squire Patton Boggs (AU) LLP,3 or when necessary or appropriate under tlle law of a particular jmisdiction, an affiliate lawfully pennitted to practice law in that jurisdiction. "Squire Pfltton Boggs" 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 entity4 which sent you the cover letter accompanying these Standard Tenns. Still, Squire Patton Boggs attorneys worldwide are available to meet your needs and thus Squire Patton Boggs personnel from other Squire Patton Boggs entities may be selected to serve you whatever Squire Patton Boggs entity you contract with. The u~e of "Squire Patton Boggs" as a trade or busmess name or brand by all or any of such entities shall not imply that the international legal practice is itself engaged in the provision of legal or other services. For further information please see www.sguirepattonboggs.cOI11 and then select the' I Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. l Squire Patton Boggs (UK) LLP (trading as Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales with number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list ofthe .members and their ~rofessiona1 qualifications is open to inspection at 7 DevonsllJre Square, London, EC2M 4YH. 3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia. 4 Squire Patton Boggs includes partnerships or other en?ties in a number of different nations. Due to local laws on regulatIOn of the legal profeSSion, the formal legal name may differ in some nations. ----------------------------.. --.-.. ---.. --.-..... -----~--.... -._- option to visit the legacy Squire Sanders site W\vw.squiresanders.com. This agreement shall apply to all matters for which you might now 01' 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 SPB attorney will be your principalcontact. From time to time that attorney may delegate parts of your work to other lawyers or to legal assistants or nonlegal persolmel in the Firm or to outside "contract" personnel. OUR SERVICES TO YOU In our letter that presents these Standard Terms to you, or in a separate Matter Aclrnowledgement 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. 430S319111MIAMI 2 We will apply our professional skill, experience and judgment to achieve your objectives in accordance with the honored standards of our profession that all attomeys are required to uphold. However, we cantlot 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 J010wledge 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 (laiown as "confidences" and "secrets" in sonte jutisdictions and as "information relating to the representation of a client" in others) will be preserved in accordance with the applicable law of professional ethics, except to the extent necessary to further your interests or as authorized by applicable law. Your responsibilities to us in each representation that you ask us to undertake include . providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively. WHO IS OUR CLIENT? An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. III the absence of an express identification of our client in the text ofthe 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 tenns, "you" refers to the entity that is our client, 110t the individual addressed. Unless specifi91l11y ~mt<;ld in our letter, our representation of you does not extend to any of your affiliates and we do not assume any duties with respect to your affiliates. For example, .if you are a corporation, our representation does not include any of your direct or indirect parents, subsidiaries, sister corporations, partnerships, partners, joint ventures, joint venture paItners, 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 ventllre, 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 govenU11ental entity, our representation does not include other govel11mental entities, including other agencies, departments, bureaus, boards or other palts of the same government. If you are all 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 particulaI' trust in our representation. It would be necessary for related parties, 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 wOldd 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 infonnation of your related patties or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client, but you are the exclusive party to whom we owe duties regarding such information. Except as specifically agreed by both of us, the advice aIld communications that we render on your behalf are not to be disseminated to 01' relied upon by any other patties without our written consent. 4303319/1/MJAMI 3 CONFLICTS OF INTEREST Since legal practice first began under the name Squire Sanders & Dempsey over 100 years ago, thOUSatlds of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have ask!:ld Sql.lir!:l P!!ttQI1 Boggs attorneys to represent them. Infol1l1atiol1 on the nature ofthe Firm's clients and practice is available upon request and at www.squirepattonboggs.com. where you should select the options to visit the legacy Squire Sanders site www.sguil'eSatlders.com and the legacy Patton Boggs site www.pattonboggs.com. Because of the broad base of clients that Squire Patton Boggs represents on a vat'iety of legal matters, it is possible that you may find yourself in a position adverse to :inothei' Squire Patton Boggs client in counseling, litigation, business negotiations, or some other legal matter in which we do not represent you. Accordingly, following all insurer's recommendation we adopted the following model language recommended: You agree that we may continue to represent or may unde11ake 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 or might be deemed to create a material limitation on our representation of you. We agree, however. that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of ow' 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. PUBLIC POLICY PRACTICE Among the wide array of legal services that we provide to clients around the world are representations with respect to the legislative, executive, administrative and other functions of govenunents (herein "public policy" representations). We have a public policy practice in business regulation, defense, energy, resources and environmental matters, financial services, food and drug, domestic and intemational trade, health care, taxation, transportation, and numero~s other areas affected by government action. Information on the extensive scope of our public policy practice, the other areas in which we offer legal services, and the large number and diversity of our clients is available on our website or on request. Given the breadth of our public policy practice, in agreeing to our representation of you, you should not discount the possibility that our representation of other clients in public policy matters at present or in the future might adversely affect your interests, directly or indirectly, or might be deemed to create a materiallin1itation on our representation of you. A precondition to our forming an attomey/client relationship with you and undertaking your representation is your agreement that so long as such public policy representations are not substantially related to our representation of you and do not involve the use of material ethically protected client infOlmation to your disadvantage, the scope of the public policy representations that we can provide to existing or l1ew clients will not be diminished in any respect by our undertaking our representation of you even if there would otherwise be a conflict. Agreement by our other clients to an analogous waiver may protect the scope of legal services that we can provide for you. TERMJNATION OF REPRESENTATION You may terminate our representation at ailY 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 fi:om litigation. Your tennination of our services will not affect your responsibility for payment of legal services renderlild and other charges incU11·ed both before termination and 4303319/1/MIAMI 4 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 oi' to other counsel, and you agree to pay aU such amounts in advance upon request. You agree that th~ Fiml 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 ate any circumstances even arguably raising a question implicating professional ethics, for example, because a question adses about the effectiveness or enforceability of this engagement agreement, or a question arises about conduct addressed by it, or an apparent conflict is thrust upon Squire Patton Boggs by circumstances beyond its reasonable COll11'ol, 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 Patton Boggs would have the right to withdraw from the representation. Regardless of whether you or we tel1ninate 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 tenninate the representation (A) we would be paid by you for the work performed prior to tennination; (B) our representation of you prior to any tennination would not preclude Squire Patton Boggs from undeltaking or continuing any representation of another party; and (C) as a result of Squire Patton Boggs' representation of another party you would not argue or otherwise use our representation of you prior to any telmillation to contend that Squire Patton Boggs should be disqualified. When we complete the specific services you have retained us to perfonn, our at tomey-client relationship for that matter will be terminated at that time regardless of any later billing period. To eliminate unceltainty, our representation of -i you ends ill any event whenever there is no outstanding request fi'om you for our legal services that requires our immediate action alld 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 evidellGe of our mutual understallding that the representation has 110t come to an end. After tenuination, if we choose to perfonn administrative or limited filing services on your behalf, including but 110t 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 iiltel1ecti1al pf'operty 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 perfonn further or additional services, our attorney~client relationship will commence again subj ect to these terms of engagement unless we both change the terms in writing at that time. Following tel1ninatiol1 of our representation, changes may occur in applicable laws that could impact your futme 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 following our representation of you, we will be entitled to recover fi'om you fees for any time spent alld 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 fi'om our representation of you are demanded, or jf any claim is brought against the Finn or any of its personnel based 011 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 circmnstallCeS pelmit make reasonable efforts to inform you of the 4303319/1fMtAMI 5 requirement made upon us and give you the opportunity to waive privilege). HOW WE SET OUR FEES Unless another basi's for biIIing is established in this engagemellt agreement, we wiH bill you monthly for the professional fees of attomeys, 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 persomlel initially assigned to your representation ai~e generallY speCified ill fIfe accompanying engagement letter. The billing rates of our attorneys and paralegals VaIY, depending generally upon the experience alld capabilities oftIle 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 begiID1ing of each year, both on a selected and finn wide basis.hl addition, as personnel gain experience and demonstrate improved skills over time, they may advance into categories that generally have higher hourly billing rates. AdvaI1Cements 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 esthnate the total fees alld other charges that they are likely to incur in connection with a particular matter. Whenever possible, we al'e 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 al'e both beyond our control and unforeseeable. This is particulal'ly 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 o(charges 011 your bel1alf or charge for celtail1 ancillary support services. Whenever we incur such c11llxges on your behalf or charge for such ancillary support services, we bilI them to you separately or alTange 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 10ng-distarIce telephone calls; messenger, coulier, 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 ruld consultants, printers, appraisers, local ruld foreign counsel, government agencies, airlines, hotels ruld the like). Other charges will generally be itemized 011 your bill, and will also be subject to V AT where applicable. Any brulk charges which we incur when making check payments or telegraphic tI'rulsfers of money wilI be chru'ged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct ruld indirect costs, but charges for celtain items exceed our actual costs. For some services, pruticulru'ly those that involve significrult technology ruId/or support services provided by the Firm (such as imaging documents and computer reseru'ch), we attempt fi'om time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that j.s beyond the needs of any single client. In those cases, we may bill you at a per 4303319111MIAMI 6 unit rate that may not reflect the qurultity 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 tIle telephone usa,g~. In th~ 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 fmther runounts on your behalf. I When you send us a letter at the request of your auditors asking us for a response all arIy loss contingencies, we will charge you a fixed fee for our response that varies with the level of difficulty of the response. Letter Tvpe Description Rate ! No litigation 1 Cleru) reported US $550 ! i Normal 1-3 cases US $850 i Extraordinruy >3 cases US $1,350 ; Update Update of prior US $400 i response , Verifying no No-Services work for client US $75 during fiscal year \Vhere 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 illvoices issued by third pruties. It is our policy to alT!U1ge for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and COUlt reporters) to bill you directly. Prompt payment by you of invoices generated by third-patty 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 011 a regular basis -normally, each month -for both fees and other charges. You agree to make payment within 30 days of the date of our statement, unless a different period of time is specified in the Engagement Letter. If you have any issue with our statement, you agree to raise it specifically before 30 days from the date of our statement or any other due date established in an Engagement Letter. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before 30 days from the original biIl or any other due date established in an Engagement Letter and all amounts affected by the issue within 10 days of its resolution. If we have rendered a final bill and we become liable for other charges incurred all your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a statement is not paid in full before 30 days from the date of our statement or any other due date established in an Engagement Letter, interest and/or late charges will be imposed on any unpaid fees and/or costs at the combined rate of eight percent (8%) per annum or at any lower rate legalJy required by a particular jurisdiction. If the COver letter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due, interest and/or late charges will be imposed on any unpaid fees and/or costs 30 days after the specified event or date or any other period specified in an Engagement Letter. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs. In addition, if your account becomes delinquent and satisfactory payment terms are not ananged, 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 incuned prior to such withdrawal. If Our representation of you results in a lUonetary recovery by litigation or arbitration award, 4303319/11M1AMJ 7 judgment, or settlement, or by other realization of proceeds, then (when pennitted by applicable law) you hereby grant us an attomeys' lien on those funds ill 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 oW" services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay al1 amounts due to us before expiration of 30 days fi'om the date of our statement unless a different period is established.in an Engagemetlt Letter. REVENUE AND EXPENSE SHARJNG IN NETWORKS AND OTHER RELATIONSHIPS WITH INDEPENDENT LAWFffiMS We have relationships with selected other independent law finns with offrces in locations outside the United States where we do not have a Squire Patton Boggs office. These include the Squire Patton Boggs Legal Counsel Worldwide Network, a network of independent finns that share resources and work together to serve clients. Unless we actually fonn anattomey- client relationship with a client of such a selected independent law finn, 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 Patton Boggs 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 fTom members of the network. These fee and expense alTangements 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 restyiction. TAXES You will be responsible for any applicable VAT or other sales tax that any jul'isdictiOli may impose 011 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 wor Id and with other thu'd 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 AL'l'D FmM.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 appl'opriate), it is your obligation to advise us promptly as to which, if any, of the documents in our files you wish us to tum 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, 4303319/1/MIAMI 8 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 FU'm will be transfen·ed to the persoll responsib!~ 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 s~ven years 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 hi 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 FU1n's website. DISCLOSURE OF YOUR NAME We are proud to serve you as legal counsel and hope to share that infonnatioll 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 hl writing. FIRM ATTO&~EY/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 Fum attomeys or outside counsel. we have your consent to do so and that our represent;'l.tion of you shall not diminish the attorney-client ----------------------------_._-_. __ ._--------. i j I privilege that Squire Patton Boggs entities have to protect the confidentiality of our communications with such counsel. SEVERABILITY In the event that any provisiOl1 ot piiit of this agreement, including any letters expressly stated to be part of the agreement, should be unenforceable under the Jaw 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 referel1ce the sections "Who is our Client," "Conflicts of Interest," and/or "Public Policy Practice" are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency. ENTIRE AGREEMENT This agreement supersedes all other prior and contemporaneous written and oral agreements and underst31ldings 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 ac1010wledge that no promises have been made to you other t11311 those stated in the agreement. 4303319/11MJAMJ 9 GOVERNING LAW Unless otherwise specified Jll the letter accompanying these . Standard Tenns, all questions arising under or involving this engagement or concerning rights and duties be.tw~~n us will b~ 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 31ly agreement, that other Jaw may of course control, at least on celtain questions. IN CONCLUSION We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with one or more of these terms 31ld conditions, please communicate with your principal contact at the Finn ·so that we can try to address your concerns. Your principal contact C31I recommend ch31lges 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 Finn Management and/or an Ethics Partner. Thank you.