Loading...
Res No 073-20-15513RESOLUTION NO.073-20-15513 A Resolution authorizing the City Attorney to execute an agreement with Squire Patton Boggs LLP to represent the City as bond counsel for the. tax-exempt loan refinancing WHEREAS, in 2001 the City issued tax exempt bonds to pay for the construction of the Community Center; and WHEREAS, in 2002 and 2006 the City issued tax exempt bonds and 2009 Capital Improvement loan for the construction of the City's parking garage; and WHEREAS, in 2010 the City discovered that the 2009 Loan and portions of the 2002 and 2006 bonds did not qualify as tax exempt and hired attorney Luis Reiter and his firm to defend the City from potential action against the City by the IRS and the SEC; and WHEREAS, Mr. Reiter and his firm successfully settled the City's potential liability and provided the City with legal services as bond counsel for the issuance of a loan with SunTrust for the defeasance of the 2009 SunTrust Capital Improvement Loan, and the taxable portions of the 2002 and 2006 bonds; and WHEREAS, in 2012 through 2015 Mr. Reiter and his firm provided the City with legal services to refinance the 2001 tax exempt bonds and the portion which remained outstanding and tax exempt, with tax-exempt BB&T bonds. Their representation was bifurcated because of litigation that prevented the completion of the transaction, started in 2012 and completed in 2015 which cost approximately $40,000; and WHEREAS, the refinancing of the tax-exempt portion of the City's Florida Municipal Loan Council Series 2006 bonds and the 2015 tax exempt BB&T loan is projected to result in a substantial savings to the City; and WHEREAS, the City will need the legal services of an attorney who specializes in the issuance of bonds and lonas; and WHEREAS,.attorney Luis Reiter and his firm specialized in the issuance of bonds and other financial instruments and they have provided the City with excellent legal services in the past; and WHEREAS, Mr. Luis Reiter and his firm, Squire Patton Boggs LLP have agreed to represent the City of South Miami, Florida as bond counsel in connection with the tax- exempt loan to refinance the tax exempt portion of the City's Florida Municipal Loan Council Series 2006 and the tax exempt 2015 BB&T bonds; and WHEREAS, the legal services rendered in connection with this matter will be complicated by the fact that the 2006 Bonds were partially taxable and partially tax exempt; and Page 1 of 2 Res. No. 073-20-15513 WHEREAS, Mr. Reiter has offered to perform the work of bond counsel for a fixed fee of $32,500 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 not to exceed $500. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT; Section 1. The foregoing recitals are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this resolution upon adoption hereof. Section 2. The City Attorney is authorized to execute an agreement with Squire Patton Boggs 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 2006 bonds and 2015 BB&T bonds with a fixed fee of $32, 500 plus costs incurred which may not to exceed $500. In the event that the City is unable or unwilling to complete the financing, Squire Patton Boggs LLP will only be entitled to be paid for the time expended. Section 3. Corrections. Conforming language or technical scrivener -type corrections may be made by the City Attorney for any conforming amendments to be incorporated into the final resolution for signature. Section 4. 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, the holding shall not affect the validity of the remaining portions of this resolution. Section 5. Effective Date: This resolution shall become effective immediately upon adoption by vote of the City Commission. PASSED AND ADOPTED this 71h day of July' 2020. ATTEST: APPROVED: CITY 6LERK MAYOR / READ AND APPROVED AS TO FORM LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATTORNEY Page 2 of 2 COMMISSION VOTE: 5-0 Mayor Philips: Yea Vice Mayor Welsh: Yea Commissioner Harris: Yea Commissioner Liebman: Yea Commissioner: Gil Yea Agenda Item No:9. City Commission Agenda Item Report Meeting Date: July 7, 2020 Submitted by: Thomas Pepe Submitting Department: City Attorney Item Type: Resolution Agenda Section: Subject: A Resolution authorizing the City Attorney to execute an agreement with Squire Patton Boggs LLP to represent the City as bond counsel for the tax-exempt loan refinancing. 3/5 (City Manager -Finance Dept.) Suggested Action: Attachments: FCM_Memo_Bond_Council_7-7-20 (1) (002).docx Resolution -Bond Council 7-7-20CArevar 1 .docx MIA023.pdf South Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER -OFFICE MEMORANDUM To: The Honorable Mayor & Members of the City Commission FROM: Shari Karnali, City Manager DATE: July 7, 2020 SUBJECT A Resolution authorizing the City Manager to execute an agreement with Squire Patton Boggs LLP to represent the City as bond counsel for the tax- exempt loan refinancing BACKGROUND: On May 19, 2015, the City Commission adopted Ordinance 11-15-2218 authorizing the issuance of its Capital Improvement Refunding Revenue Note, Series 2015, in the principal amount not to exceed $5,000,000, for the purpose of refinancing. In 2012 the City of South Miami in conjunction with the City's Financial Advisor requested bank loan proposals to refund all of the City's outstanding 2001A and 2002A loans. The City closed on the refinancing loan with Branch Banking & Trust Company (BB&T) in 2015, 3- years later, with an attractive 17-year loan at a fixed interest rate of 2.80%. The 2015 Series Note is scheduled to mature in 2032 and currently has an approximate balance of $3.9 million. Since the refinancing with BB&T in 2015, the only remaining FMLC loan is the South Miami Parking Garage 2006. The loan interest varies from 4.0% to 5.0% as provided in the amortization schedule. Because of the 10-year call date, which provided a penalty for early repayment, the City did not include the remaining balance of the FMLC 2006 bonds in the BB&T refinancing. Current approximate balance for the FMLC 2006 Bonds is $1.1 million. Fortunately, as of today, interest rates currently appear favorable and the call date has passed. It is for this reason that the City is moving forward with pursuing a refinancing of the City's existing FMLC debt and BB&T 2015 Loan seeking approval of the Commission for the required entities to complete the refinance of approximately $5 million. Squire Patton Boggs 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 2006 and BB&T CITY OF SOUTH MIAMI South Miami OFFICE OF THE CITY MANAGER THEOF PLEASANT LIVING INTER -OFFICE MEMORANDUM Loan 2015. The legal services rendered in connection with this matter will be a fixed fee of $32,500. 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 not to exceed $500. AMOUNT: $33,000 ACCOUNT: N/A, the Attorney's fees are included within the Refinancing ATTACHMENTS: Resolution Squire Patton Boggs LLP, engagement letter. SQUIRE:: PATTON BOGGS June 30, 2020 Thomas F. Pepe, Esq. City Attorney City of South Miami, Florida 6130 Sunset Drive South Miami, Florida 33143 Squire Patton Boggs (US) LLP 200 South Biscayne Boulevard, Suite 4700 Miami, Florida 33131 O+l 305 577 7000 F +1 305 577 7001 Squirepattonboggs.com Luis Reiter T+1 305 577 7710 Luis.mitcr@squirepb.com Re: Tax -Exempt Loan to Refund City's Florida Municipal Loan Council Series 2006 Loan and Capital Improvement Revenue Refunding Note, Series 2005 Dear Mr. Pepe: 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 terms 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 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 in connection with this matter will be a fixed fee of $32,500.00. We will also bill the City for all client charges made or incurred in connection with our representation, such as travel costs, photocopying, courier deliveries, long distance telephone charges, telecopier charges, filing fees, computer -assisted research and other related expenses but not exceed $500.00. 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 November 30, 2020, payment is due within thirty days of our statement; provided, however, that if the Loan is abandoned or does not close by Thomas F. Pepe, Esq. City of South Miami, Florida June 30, 2020 Page 2 November 30, 2020, the amount of such fees due shall be limited to the fees accrued to that date based on the time spent on this matter by our timekeepers but in no event to exceed $32,500.00. 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. Very tru yours, Lui Reiter Letter and Standard Terms Accepted, including section on "Conflicts of Interest", "Public Policy Practice" as well as the "Public Records Attachment". The terms of this letter take precedence over any of the Standard Terms. If the loan does not close due to the termination of this Agreement by the Finn and the termination is not the fault of the City, fees incurred by the City to close the financing will be an offset to your firm's fees. CITY OF By: " /114✓ {/F Date: July 9 2020 Thdiffias F. Pepe, Esq. City Attorney Enclosure SQUIRE:: PATTON BOGGS The engagement agreement with you includes the accompanying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually "Engagement Letter"). It also consists of these additional 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) 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: TheFirm....................................................1 What Professionals Will Provide the Legal Services?...................................................2 Our Services to You...................................2 Who is Our Client?.....................................3 Conflicts of Interest....................................4 Public Policy Practice.................................5 Termination of Representation ...................6 How We Set Our Fees...............................7 Other Charges...........................................8 Billing Arrangements and Payment Terms. 9 Taxes.......................................................10 Data Protection and Privacy.....................10 Client and Firm Documents ......................11 Equality and Diversity...............................11 Disclosure of Your Name .........................11 Squire Patton Boggs Attorney/Client Privilege...................................................11 Severability..............................................11 Primacy....................................................12 Entire Agreement.....................................12 Interpretations..........................................12 Governing Law, Courts and Bar Associations.............................................12 In Conclusion...........................................12 THE FIRM "Squire Patton Boggs" is the collective trade name for an international legal practice comprised of partnerships or other entities authorized to practice law in various nations or other jurisdictions. The "Firm" means Squire Patton Boggs (US) LLP,' Squire Patton Boggs (UK) LLP? Squire Patton Boggs (AU)' or Squire Patton Boggs (MEA) LLP,4 and/or an affiliate listed at httDs://www.sauireDattonboaas.com/en/foot er/legal-notices in all cases including the entity or entities lawfully permitted to practice law in the jurisdiction or jurisdictions necessary or appropriate to provide your legal services. Your engagement in this instance is with the entity' which sent you these Standard Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. 2 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 of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC2M 4YH. 3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia. 4 Squire Patton Boggs (MEA) LLP is a limited liability partnership organized under the laws of Washington, D.C. s Squire Patton Boggs includes partnerships or other entities in a number of different nations. Due to local SQUIRE:: PATTON BOGGS Terms and, as applicable, with such other Squire Patton Boggs entity or entities necessary or appropriate for your legal services, in which case the entity which sent you these Standard Terms is acting on their behalf. These Standard Terms apply to your relationship with all Squire Patton Boggs entities which provide you services. "We" or "us" or "our" refer not only to the entity sending you these Standard Terms, but also to all Squire Patton Boggs entities unless the context or applicable law requires reference only to the specific entity or entities you contract with. The use of "Squire Patton Boggs" 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. For further information please see www.squirepattonboggs.com. This engagement 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 engagement agreement in whole or in part. We encourage you to retain this engagement agreement. WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES? In most cases one of our lawyers 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. laws on regulation of the legal profession, the formal legal name may differ in some nations. OUR SERVICES TO YOU In our letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, we will describe 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 engagement 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 securities laws or any other laws or regulations; or advice on tax consequences. The description of the nature and scope of our services in any letter or e-mail concerning the inception of our engagement is generally made at the beginning of our representation and is sometimes, of necessity, described in broad terms. The actual nature and extent of our representation may be narrower and more precise and is to be determined over the life of the representation by your requests for our legal services and our response based on the letters, e-mails, or other documents exchanged between us. Of course, you and we can enter into an additional engagement agreement for services outside any general description in any letters or a -mails at the beginning of our engagement. 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 SQUIRE:: PATTON BOGGS 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. We will comply properly and fully with the duty of confidentiality as described in the rules of professional conduct governing our profession which provide special and stringent protection for ethically protected information concerning our representation of you (hereinafter client "confidential information"). In compliance with such rules on confidential information and this engagement agreement, we will not disclose to any other client or use against you any of your confidential Information and likewise will not disclose to you the confidential information of any other client or use that client's confidential information against it. 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. You are our only client. Unless we state specifically in our letter, we do not represent a corporate family or other group of which you may be a part, do not represent its members other than you, and do not owe them any duties. 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 government. If you are an individual, our representation does not include your spouse, siblings, or other family members. If you are a trust, you are our only client. The beneficiaries are not our clients, nor is the trustee in any capacity other than as the fiduciary for the particular trust in our representation. It would be necessary for 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 SQUIRE:: PATTON BOGGS 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 related parties 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 under applicable law, but insofar as applicable law permits us to agree on our respective rights and duties, you are the only 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 Squire Patton Boggs is international with over half of our lawyers based in Offices outside the United States. Our clients inside and outside the U.S. should understand that this provision is designed to treat all of our clients on the same basis and that the result of this provision is similar to the result otherwise applicable under the professional standards for lawyers in almost all jurisdictions outside the U.S. (and under the Texas Disciplinary Rules of Professional Conduct). Since our legal practice began over 100 years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have asked our lawyers to represent them, in many cases in large and usual matters. With over 10,000 current clients, you should understand that during the course of our representation of you we may represent any other client in any kind of matter; you should not assume any exceptions. Information on the nature of our clients and practice is available upon request and on the internet. An advantage to proceeding with our representation of you may be the services of specific individuals, or of a large team, or of a special nature, or in particular jurisdictions. We understand and agree that this is not an exclusive agreement, and you are free to retain any other counsel of your choosing in this and other matters. We commit that the lawyers who are personally working for you will not work for any other client adverse to you throughout the representation unless you agree otherwise. Further, throughout the representation we commit that our other lawyers shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to our representation of you or (ii) where there is a reasonable probability that confidential information you furnished to us could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. Finally, we commit that after the representation has ended, unless you agree otherwise, the lawyers who have personally worked for you shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to their representation of you or (ii) where there is a reasonable probability that confidential information you furnished to them could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. You agree that these commitments entirely replace any rule that might otherwise treat approximately 1,500 lawyers with Squire Patton Boggs as one lawyer for conflicts purposes and any imputation or vicarious treatment of knowledge or conflicts among all lawyers in Squire Patton Boggs. For further explanation of the provision being replaced see https://www.americanbar.org/groups/profess SQUIRE:14 > PATTON BOGGS ional responsibility/publications/model rule s of professional conduct/rule 1 10 imput ation of conflicts of interest general rule. html including Comment ¶ (2]. For explanation of "substantially related" matters see https://www.americanbar.org/groups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 9 duties of former clients.html especially Comment ¶ [3]. You understand and agree that, consistent with those commitments, we are free to represent other clients, including clients whose interests conflict with your interests in litigation, business transactions, negotiations, alternative dispute resolution, administrative proceedings, discovery disputes, or other legal matters. Our lawyers value their individual professional independence and you also agree that the interests of other clients represented by our other lawyers will not create a material limitation on your representation by the lawyers who personally represent you. For further explanation of "material limitations' see https://www.americanbar.org/groups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 7 conflic t of interest current clients/comment on r ule 1 7.html especially Comment [8]. You agree that a precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that our representation of you will not prevent or disqualify us from representing clients adverse to you in other matters and that you consent in advance to our undertaking such adverse representations, subject to the exceptions and commitments explicitly set forth above. Please let us know if you would like to discuss excluding particular parties or matters from your agreement. Our agreements and yours are effective immediately. 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 in particular representations in many but not all nations, States, and other jurisdictions around the world in compliance with their law are representations with respect to the legislative, executive, administrative and other functions of governments (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 international trade, health care, taxation, transportation, and numerous 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 request or on the internet. 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 material limitation on our representation of you. A precondition to our forming an attorney/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 information to your disadvantage, the scope of the public policy representations that we can provide to existing or new clients will not be diminished in any respect by our undertaking our representation of you even if there would SQUIRE:; PATTON BOGGS 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. TERMINATION OF REPRESENTATION You may terminate our representation at any time, with or without cause, upon written notice to us. After receiving such notice, or upon our termination of the representation as permitted by applicable ethical and/or court rules, we will cease to render services to you as soon as allowed by such rules, which may include court approval of our withdrawal from litigation. Termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred both before termination and afterwards in connection with an orderly transition of the matter, including fees and other charges arising in connection with any transfer of files to you or to other counsel, and you agree to pay all such amounts in advance upon request. You agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude the Firm's or any other Squire Patton Boggs entity's 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 the Firm or any other Squire Patton Boggs entity 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 we would have the right to withdraw from the representation of you. 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 the Firm or any other Squire Patton Boggs entity from undertaking or continuing any representation of another party; and (C) as a result of the Firm's or any other Squire Patton Boggs entity's representation of another party you would not argue or otherwise use our representation of you prior to any termination to contend that the Firm or any other Squire Patton Boggs entity 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 SQUIRE:: PATTON BOGGS 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, we have 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 demanded, or if any claim is brought against any Squire Patton Boggs entity 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 attomey-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, paralegals, and other personnel vary, depending generally upon the experience and capabilities of the individual 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 beyond our control or unforeseeable or both. 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 SQUIRE:: PATTON BOGGS 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; 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 which we provide (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 of our clients 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. LefterType Description Rate Clean No litigation reported US $550 Normal 1-3 cases US $850 Extraordinary >3 cases US $1,350 Update of Update prior US $400 response Verifying no No -Services 'Nock for client US $75 during fiscal year Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters) to bill you directly. Prompt payment by you of invoices generated by third -party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to SQUIRE:: PATTON BOGGS be a material breach of your obligation to cooperate with us. Unless we agree specifically in writing and you advise any other law firm, professionals, or third -parties in writing that they must comply with our directions, we are not responsible for them. 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 thirty (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 thirty (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 thirty (30) days from the original bill or any other due date established in an Engagement Letter and all amounts affected by the issue within ten (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 thirty (30) days from the date of our statement or any other due date established in an Engagement Letter 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, late charges will be imposed on any unpaid fees and/or costs thirty (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, K 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. When personnel from other Squire Patton Boggs entities have provided services to you, the portion of any invoice to you including such services is issued on behalf of the other Squire Patton Boggs entities that have provided services to you. The portion of your payment of fees and charges for the services and expenses of any such other Squire Patton Boggs entities will be attributed to them in accordance with our agreement with them, which reflects in major part the work performed by their personnel and expenses they incurred. 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 thirty (30) days from the date of our statement unless a different period is established in an Engagement Letter. SQUIRE:: PATTON BOGGS 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 each have our respective obligations to relevant government authorities and to individuals whose personal data we process to comply with applicable data protection laws. Where the European Union ("EU") General Data Protection Regulation ("GDPR") and national implementing legislation apply in relation to any personal data that you provide to us, we each act as a controller in our own right in regard to our respective processing of the personal data. Please refer to our Global Website Privacy Notice; our Privacy Notice for our Australian offices; and, in particular, our Privacy Notice for our EU offices ("EU Privacy Notice"). These are published on the Squire Patton Boggs website at www.squirepattonboggs.com. Our EU Privacy Notice describes the processing activities of our EU offices as controllers of the personal data of our clients, individuals connected to our clients and other business contacts, in accordance with GDPR requirements. In fulfilling our duties to relevant government authorities and individuals under applicable law our EU offices will process personal data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our EU Privacy Notice or any supplemental notice that we may provide to you in connection with a particular matter. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any personal data that are shared between us, in order to facilitate compliance with the relevant provisions of the GDPR. If you disclose or transfer to us personal data concerning individuals who are connected to you, or are otherwise relevant to a matter on which we have been retained to provide legal services to you, it shall be your responsibility as the controller of that data to transfer or otherwise disclose such personal data in compliance with GDPR requirements including (without limitation) by: (A) transferring the personal data to us only as necessary for us to provide the legal services for which you have retained us; (B) having a lawful basis for disclosing the personal data to us; (C) providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their personal data to us (including, where possible, a link to the EU Privacy Notice published on the Squire Patton Boggs website); and (D) assuming the primary responsibility for responding to data subject access requests in relation to personal data that you have shared with us. We will cooperate with you when reasonably possible to ensure that the required information referred .to above is made accessible to the relevant individuals; and we will meet our own obligations to provide information directly to the individuals concerned, such as any customized privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort on our part to provide notice directly to all individual third parties that are connected to you when you share their personal data with us. The description of our respective obligations under applicable data protection laws covers our respective obligations to relevant government authorities and to individuals whose personal data we process, but does not create new duties or obligations between us by virtue of these Standard Terms (except as explicitly stated concerning cooperation and our respective roles as controllers of personal data). SQUIRE:: PATTON BOGGS 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 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 which we retain 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 (7) years after the termination of the engagement, unless applicable law permits or requires a shorter or longer period for preservation of documents, or unless a different period is specified in a special written agreement signed by both of us. With regard to any documents containing EU personal data that you transfer to us that we have not previously destroyed as explained above, we will act under your instructions in relation to the timing of the deletion for such data in order to comply m with the GDPR storage limitation principle or to assist you in responding to a valid data subject request for the deletion of personal data. 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 our website. 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. SQUIRE PATTON BOGGS ATTORNEY/CLIENT PRIVILEGE If we determine during the course of the representation that it is either necessary or appropriate to consult with our General Counsel, one of our Ethics Lawyers or other specially designated lawyer or outside counsel, we have your consent to do so with the confidentiality of our communications with such counsel protected by an attorney - client privilege which will not be diminished by our representation of you. SEVERABILITY In the event that any provision or part of this engagement agreement, including any letters expressly stated to be part of the SQUIRE:, PATTON BOGGS engagement agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of this engagement 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," "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 engagement agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between us. This engagement 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 this engagement agreement. INTERPRETATIONS This agreement shall be interpreted to effectuate the intention of the Parties to observe all applicable present and future ethical and legal requirements and prohibitions. To the extent that any existing or future legal or ethical requirement or prohibition in any applicable jurisdiction does not allow or otherwise conflicts with any provision of this engagement agreement or service contemplated in it, then it shall not apply in whole or in part to the extent of such conflict or prohibition. Further, any such provision or service offering shall be deemed modified to the extent necessary to make it valid and consistent with such requirements and prohibitions. GOVERNING LAW, COURTS AND BAR ASSOCIATIONS All questions arising under or involving this engagement or concerning rights and duties between us will be governed by the law (excluding choice of law provisions) and decided exclusively by the courts and Bar authorities of the jurisdiction in which the lawyer sending you this engagement agreement has his or her principal office unless another jurisdiction is specified in the letter accompanying these Standard Terms. When another jurisdiction provides that its law or courts or Bar authorities 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 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 Lawyer in Management and/or an Ethics Lawyer. Thank you. Public Records Attachment SQUIRE PATTON BOGGS (the Firm) and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or services on behalf of the CITY and the Firm, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project and shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the Firm does not transfer the records to the public agency; and (d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Firm or keep and maintain public records required by the public agency to perform the service. If the Firm transfers all public records to the public agency upon completion of the Contract, the Firm shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Firm keeps and maintains public records upon completion of the Contract, the Firm shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FIRM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-663-6340; E-mail: npayne(a,southmiamifl.eov; 6130 Sunset Drive, South Miami, FL .33143.