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2012 HFA 02-12-05RESOLUTION NO. HF A 02-12-5 A Resolution of the City of South Miami Health Facilities Authority ( "Authority "), appointing bond counsel to represent the Authority and authorizing the Authority's Chairperson to execute bond counsel's contract. Whereas, the City of South Miami Health Facilities Authority ( "the Authority "), pursuant to Ordinance No. 11 -95 -1584, Section (3) (d) adopted August 15, 1995, wish to elect one of its members as Chairman and one as Vice Chairman. Whereas, the Authority authorized the issuance of certain bonds; and Whereas, the Internal Revenue Service ( "IRS ") has made certain inquiries and requested certain information from the Authority regarding the bonds in question. NOW THEREFORE BE IT RESOLVED BY THE HEALTH FACILITIES AUTHORITY OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The Authority hereby appoints Squire Sanders, LLP as bond counsel to the City of South Miami Health Facilities Authority ( "Authority ") to represent the Authority with regard to the Internal Revenue Service inquiries and its requested for information and authorizes the Authority's Chairperson to execute the attached bond counsel contract. Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the validity of the remaining portions of this resolution. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 181h day of J TTEST: UTfIORITY CLERK or READ AND APP VED AS TO FORM, LANGUAG EGA IT AND FXF.CZIT OF I �1 n 2012. ED: BOARD VOTE: 4 -0 Chair Cassel: Yea Vice Chair Yanoshik: Yea Member Acker: Yea Member Kline: Yea Member Beckman: Yea SQU I RE C: SANDERS January 13, 2012 City of South Miami Health Facilities Authority 6130 Sunset Drive South Miami, Florida 33143 SQUIRE SANDERS (US) LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131 Office: +1.305.577.7000 Fax: +1.305.577.7001 Re: IRS Examination of $821,957,518.25 City of South Miami Health Facilities Authority Hospital Revenue Bonds (Baptist Health South Florida Obligated Group), Series 2007 Ladies and Gentlemen: On behalf of Squire Sanders (US) LLP ( "Squire Sanders" or the "Firm "), I am pleased to submit this letter to you, setting forth the terms upon which Squire Sanders agrees to provide legal services to the City of South Miami Health Facilities Authority (the "Authority ") in connection with the captioned matter (the "IRS Audit "). It is our understanding that the law firm of Jones Day was bond counsel in connection with the issuance of the captioned bonds that are the subject of the IRS Audit and will represent Baptist Health South Florida, Inc. ( "Baptist ") in connection with the IRS Audit. As has been requested by the Authority, Squire Sanders has agreed to provide limited advisory services to the Authority in connection with the IRS Audit. Our ability to provide such services will require that Baptist and Jones Day provide to us all necessary information. Squire Sanders will not represent Baptist in this matter and will not take direction from or report to Baptist. 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 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 such fees and other charges on a monthly basis and payment is due within 30 days of the date of each statement. MIAMI/4273995.1 City of South Miami Health Facilities Authority January 13, 2012 Page 2 Any of the following alternative methods for acceptance of this engagement agreement will be effective: (i) signing and returning a copy of this letter, or (ii) assigning us work, including continuing any previous assignment of work, or (iii) sending us a letter or e -mail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm your acceptance by countersigning a copy of this letter and returning it to me. If you do not agree with one or more of the provisions of the engagement agreement, please contact me so that 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. Thank you for your cooperation. Letter and Standard Terms Accepted, including section on "Conflicts of Interest" CITY 0 OU II MIA HEALTI -I FACILITIES AC.]'I` t� IT� f .A LR: ge Enclosure MIAMI/4273995.1 Very trul yo s, IJuis Reiter 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 Terms and Conditions of Engagement applicable for particular jurisdictions (collectively and individually "Standard Terms and Conditions of Engagement" or "Standard Terms "). The Engagement Agreement is the means by which you are retaining the Firm (as defined in these Standard Terms and also referred to as "us" or "we" or "Squire ") to provide legal services. "You" and "yours" refers to our client(s) defined more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are the topics covered in these Standard Terms: The Firm ...................... ..............................1 What Professionals Will Provide the LegalServices? ............. ..............................2 OurServices to You ..... ..............................2 Who Is Our Client? ...... ..............................3 Conflicts of Interest ...... ..............................3 Termination of Representation .................4 How We Set Our Fees .. ..............................5 OtherCharges .............. ..............................6 Billing Arrangements and Payment Terms ............................ ..............................7 Revenue and Expense Sharing in Networks and Other Relationships with Independent Law Firms ............................8 Taxes.............................. ..............................8 Data Protection and Privacy ....................8 1 MIAMI/4273995.1 Client and Firm Documents ......................8 Diversity and Equality ..............................9 Disclosureof Your Name ..........................9 Firm Attorney Client Privilege .................9 Severability................... ..............................9 Primacy....................... .............................10 EntireAgreement ........ .............................10 GoverningLaw ............ .............................10 InConclusion ............... .............................10 THE FIRM The "Firm" or "Squire" means, as the case may be, either Squire Sanders (SUS) LLP1 or Squire Sanders (UK) LLP, or, when necessary or appropriate under the law of a particular jurisdiction, an affiliate lawfully permitted to practice law in that jurisdiction. "Squire Sanders" is the collective trade name for an international legal practice of which those entities are the practising entities. Your engagement in this instance is with the entity which sent you the cover letter accompanying these Standard Terms. Still, Squire Sanders attorneys worldwide are available to meet your needs and thus Squire Sanders personnel from other Squire Sanders entities may be selected to serve you whatever Squire Sanders entity you Squire Sanders (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. 2 Squire Sanders (UK) LLP (trading as Squire Sanders Hammonds) is a limited liability partnership registered in England and Wales with number OC 335584 and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC2M 4YH. 3 Squire Sanders includes partnerships or other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations. contract with. The use of "Squire Sanders" as a trade or business name or brand by all or any of such entities shall not imply that the international legal practice is itself engaged in the provision of legal or other services. Please see www.squiresanders.com for further information. This agreement shall apply to all matters for which you might now or in the future request our assistance, unless of course you and we agree in the future to an updated version of this engagement agreement or to a new or revised engagement agreement expressly referring to and superseding this agreement in whole or in part. We encourage you to retain this agreement. WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES? In most cases one Squire 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, or in a separate Matter Acknowledgement Letter, we will specify the matter or case in which we will be representing you. Unless we agree in writing to expand the scope of our representation, an important part of our agreement is that we are not your counsel in other matters, and you will not rely upon us to provide legal services for matters other than that described in the relevant letter. For example, unless specified in the relevant letter, our representation of you does not include any responsibility for: review of your insurance policies to determine the MIAMI/4273995.1 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 applicable law of professional ethics, except to the extent necessary to further your interests or as authorized by applicable law. Your responsibilities to us in each representation that you ask us to undertake include providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively. WHO IS OUR CLIENT? An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. In the absence of an express identification of our client in the text of the letter, our client is the person or entity to whom the letter is addressed, even though in certain instances the payment of our fees may be the responsibility of others. In situations in which our client is an entity, we have addressed the letter to an authorized representative of the client. Throughout these standard terms, "you" refers to the entity that is our client, not the individual addressed. Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates 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 MIAMI/4273995,1 are not our clients, nor is the trustee in any capacity other than as the fiduciary for the particular trust in our representation. It would be necessary for affiliates, including all those listed above, to enter into a written engagement agreement with us much like this one before they would become clients and we would assume duties towards them. You should know that our engagement agreements with a number of other clients have a similar provision. If you provide us with any confidential information of your affiliates or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client, but you are the exclusive party to whom we owe duties regarding such information. Except as specifically agreed by both of us, the advice and communications that we render on your behalf are not to be disseminated to or relied upon by any other parties without our written consent. CONFLICTS OF INTEREST Since legal practice first began under the name Squire Sanders over 100 years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have asked Squire Sanders attorneys to represent them. Information on the nature of the Firm's clients and practice is available at http: / /www.squiresanders.com and upon request. Because of the broad base of clients that Squire represents on a variety of legal matters, it is possible that you may find yourself in a position adverse to another Squire Sanders client in counseling, litigation, business negotiations, or some other legal matter in which we do not represent you. Accordingly, following an insurer's recommendation we adopted the following model language recommended: You agree that we may continue to represent or may undertake 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 our representation of you, we have obtained proprietary or other confidential information of a non- public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. In similar engagement agreements with a number of our other clients, we have asked for similar agreements to preserve our ability to represent you. 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. MIAMI/4273995, I 4 You agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude its continuing representation of existing clients on matters adverse to you or if there are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of this engagement agreement, or a question arises about conduct addressed by it, or an apparent conflict is thrust upon Squire by circumstances beyond its reasonable control, such as by a corporate merger or a decision to seek to join litigation that is already in progress, or there is an attempt to withdraw consent. In any of these circumstances, you agree that Squire would have the right to withdraw from the representation. Regardless of whether you or we terminate the representation, we would (with your agreement) assist in the transition to replacement counsel by taking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudice to your interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation (A) we would be paid by you for the work performed prior to termination; (B) our representation of you prior to any termination would not preclude Squire Sanders from undertaking or continuing any representation of another party; and (C) as a result of Squire Sanders' representation of another party you would not argue or otherwise use our representation of you prior to any termination to contend that Squire Sanders should be disqualified. When we complete the specific services you have retained us to perform, our attorney - client relationship for that matter will be terminated at that time regardless of any later billing period. To eliminate uncertainty, our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our last recorded time for you in the representation, unless there is clear and convincing evidence of our mutual understanding that the representation has not come to an end. After termination, if we choose to perform administrative or limited filing services on your behalf, including but not limited to receiving and advising you of a notice under a contract, lease, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that time to perform further or additional services. After termination, if you later retain us to perform further or additional services, our attorney - client relationship will commence again subject to these terms of engagement unless we both change the terms in writing at that time. Following termination of our representation, changes may occur in applicable laws that could impact your future rights and liabilities. Unless you actually engage us in writing to provide additional advice on issues arising from the matter after its completion, the 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 from you fees for any time spent and other charges, calculated at the then applicable rates if we are asked to testify or provide information in writing as a result of our representation of you or any legal requirements, or if our records from our representation of you are MIAMI/4273995. l demanded, or if any claim is brought against the Firm or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if we must defend the confidentiality of your communications under the attorney- client or any other legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to waive privilege). HOW WE SET OUR FEES Unless another basis for billing is established in this engagement agreement, we will bill you monthly for the professional fees of attorneys, paralegals, and other 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. We will not be obliged to continue work if the fees or other charges accrued on a matter reach an estimate previously given and a revised estimate cannot be agreed. It is also expressly understood that payment of our fees and charges is in no way contingent on the ultimate outcome of the matter. OTHER CHARGES As an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such ancillary support services, we 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; MIAMI/4273995.1 document printing, reproduction, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside experts and consultants, printers, appraisers, local and foreign counsel, government agencies, airlines, hotels and the like). Other charges will generally be itemized on your bill, and will also be subject to VAT where applicable. Any bank charges which we incur when making check payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. For some services, particularly those that involve significant technology and /or support services provided by the Firm (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that is beyond the needs of any single client. In those cases, we may bill you at a per unit rate that may not reflect the quantity discounts we obtain. In many cases the total quantity that will be used by all clients of the Firm over a year or other period of time is not certain. Our charge for fax services is typically based on a charge per page rather than the cost of the telephone usage. In the event any of our statements for such services are not paid by their due dates, you agree that we have the right not to advance any further amounts on your behalf. When you send us a letter at the request of your auditors asking us for a response on any loss contingencies, we will charge you a fixed fee for our response that varies with the level of difficulty of the response. Letter Type Description Rate No litigation Clean reported US $550 Normal 1 -3 cases US $850 Extraordinary >3 cases US $1,350 Update Update of US $400 prior response Verifying no No- Services work for US $75 client during fiscal year Where we engage others to act on your behalf we do so as your agent and we will not be responsible for any act or omission of those parties. Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters) to bill you directly. Prompt payment by you of invoices generated by third -party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us. BILLING ARRANGEMENTS AND PAYMENT TERMS We will bill you on a regular basis — 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 MIAMI/4273995.1 established in an Engagement Letter. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before 30 days from the original bill or any other due date established in an Engagement Letter and all amounts affected by the issue within 10 days of its resolution. If we have rendered a final bill and we become liable for other charges incurred on your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a statement is not paid in full before 30 days from the date of our statement or any other due date established in an Engagement Letter, interest and /or late charges will be imposed on any unpaid fees and /or costs at the combined rate of eight percent (8 %) per annum or at any lower rate legally required by a particular jurisdiction. If the cover letter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due, interest and /or late charges will be imposed on any unpaid fees and /or costs 30 days after the specified event or date or any other period specified in an Engagement Letter. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs. In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to withdraw, from the representation consistent with applicable rules. You will remain responsible for payment of our legal fees rendered and charges incurred prior to such withdrawal. If our representation of you results in a monetary recovery by litigation or arbitration award, judgment, or settlement, or by other realization of proceeds, then (when permitted by applicable law) you hereby grant us an attorneys' lien on those funds in the amount of any sums due us. We look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, we assist clients in pursuing third parties for recovery of attorneys' fees and other costs arising from our services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to us before expiration of 30 days from the date of our statement unless a different period is established in an Engagement Letter. REVENUE AND EXPENSE SHARING IN NETWORKS AND OTHER RELATIONSHIPS WITH INDEPENDENT LAW FIRMS We have relationships with selected other independent law firms with offices in locations outside the United States where we do not have a Squire Sanders office. These include the Squire Sanders Legal Counsel Worldwide Network, a network of independent firms that share resources and work together to serve clients. Unless we actually form an attorney - client relationship with a client of such a selected independent law firm, such a party is not our client for any purpose, including conflicts of interests. In many cases we share revenues and expenses with such firms in a mutual relationship designed for multiple matters on a continuing basis over a substantial period of time. For example, each member of the Squire Sanders Legal Counsel Worldwide Network pays a base membership fee, with additional membership fees payable based on the cumulative amount of business referred to each member firm from members of the network. These fee and expense arrangements are intended to cover expenses of the network and encourage its use. We will not increase our fee to you for the M1AMI/4273995.1 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. TAXES You will be responsible for any applicable VAT or other sales tax that any jurisdiction may impose on our fees and other charges for this representation. Data Protection and Privacy We will comply with applicable data protection laws and regulations for any personal data which you provide to us; and we will assume that you have complied with your own similar obligations. We may process your personal data to enable us to provide you with legal and related services, for administrative purposes, and to comply with laws and regulations. We may share the personal data you provide to us with some or all of our offices around the world and with other third parties who provide services to us or on our behalf, provided that on each occasion we take steps to ensure that the data is reasonably safeguarded. CLIENT AND FIRM DOCUMENTS We will maintain any documents you 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. EQUALITY AND DIVERSITY We have a written Equality and Diversity policy to which we seek to adhere at all times in the performance of our services. A copy will be provided to you upon your written request and is available on the Firm's website at hqp://diversiiy.squiresanders.com/en- US/1mshome.aspx MIAMI/4273995.1 DISCLOSURE OF YOUR NAME We are proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On 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 Squire has to protect the confidentiality of our communications with such counsel. SEVERABILITY In the event that any provision or part of this agreement, including any letters expressly stated to be part of the agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of this agreement shall remain in force and shall be enforced in accordance with its terms. PRIMACY Unless expressly superseded by explicit reference the sections "Who is our Client" and /or "Conflicts of Interest" are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency. ENTIRE AGREEMENT This agreement supersedes all other prior 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 or involving this engagement or concerning rights and duties between us will be governed by the law of the jurisdiction in which the lawyer sending you this agreement has his or her principal office, excluding choice of law provisions that might select the law of a different jurisdiction. When another jurisdiction provides that its law will govern notwithstanding any agreement, that other law may of course control, at least on certain questions. IN CONCLUSION We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with one or more of these terms and conditions, please communicate with your principal contact at the Firm so that we can try to MIAMI/4273995.1 10 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.