HomeMy WebLinkAboutReso 45-2018 (18-154)File Number: 18 -154
City/ of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 45 -2018
Enactment Number: RES 45 -2018
RESOLUTION APPROVING AN AMENDMENT TO THE LETTER
OF ENGAGEMENT WITH SQUIRE PATTON BOGGS TO PROVIDE
NATIONAL ADVOCACY AND POLICY ADVISORY SERVICES
FOR AN ADDITIONAL $55,500, IN A TOTAL NOT TO EXCEED
AMOUNT OF $129,500, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AMENDMENT TO THE CURRENT
LETTER OF ENGAGEMENT.
WHEREAS, the City Manager signed a letter of engagement with Squire Patton Boggs for national
advocacy and policy advisory services in April 2017 for $60,000, plus up to $74,000 including expenses,
for 2017; and
WHEREAS, a second letter of engagement with Squire Patton Boggs would enable delivery of their
services until June 30, 2018, at which time staff will examine whether to extend the engagement for one
more year until June 30, 2019 or if a Request for Proposals should be issued; and
WHEREAS, funding for the engagement letter with Squire Patton Boggs is included as an assumption in
the in the City of South San Francisco's General Fund Non - Departmental operating budget for Fiscal
Year (FY) 2017 -18.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that
the City Council hereby approves amending the letter of engagement with Squire Patton Boggs for
national advocacy and policy advisory services for an additional $55,500, with a total amount not to
exceed $129,500.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the
City Manager to execute an amended letter of engagement with Squire Patton Boggs for national
advocacy and policy advisory services, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to take any
other action consistent with the intent of this resolution that does not materially increase the City's
obligations.
At a meeting of the City Council on 3/28/2018, a motion was made by Karyl Matsumoto, seconded by
Pradeep Gupta, that this Resolution be adopted. The motion passed.
City of South San Francisco Page 1
File Number: 18 -154 Enactment Number: RES 45 -2018
Yes: 5 Mayor Normandy, Mayor Pro Tem Matsumoto, Councilmember Garbarino,
Councilmember GuVta, and Councilmember Addiego
City of South San Francisco Page 2
SQUIRE::
PATTON BOGGS
March 9, 2018
VIA EMAIL AND U.S. MAIL
Mike Futrell
City Manager
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Re: Extension of Engagement Letter
Dear Mr. Futrell:
Squire Patton Boggs (US) LLP
2550 M Street, NW
Washington, D.C. 20037
O +1 202 457 6000
F +1 202 457 6315
squirepattonboggs.com
This will confirm our agreement to extend the term of our engagement until June 30, 2018 at the
same monthly rate and other terms previously agreed to in our engagement letter dated April 4,
2017. The fee for representation will be $45,000, plus disbursements in a total not to exceed
the amount of $55,500 for January 1 -June 30, 2018 for a total of $129,500. Please confirm the
extension by countersigning in the space provided below.
Very Truly Yours,
Squire Patton Boggs (US) LLP
Carolina Mederos
Letter and Standard Terms Accepted,
including section on "Conflicts of Interest"
City of South San Francisco
0
Mike Futrell
City Manager
Date: March—, 2018
Enclosure
47 Offices in 21 Countries
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate
legal entities.
Please visit squirepattonboggs.com for more information.
1086039670/1 /AMERICAS
SQUIRE::
PATTON BOGGS
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 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 ...... ..............................3
Public Policy Practice .. ............................... 5
Termination of Representation ...................5
How We Set Our Fees ............................... 6
Other Charges ............ ............................... 7
Billing Arrangements and Payment Terms. 8
Revenue and Expense Sharing in
relationships With Independent Law Firms. 9
Taxes.......................... ............................... 9
Data Protection and Privacy ....................... 9
Client and Firm Documents ........................ 9
Equality and Diversity . .............................10
' 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, EC21VI 4YH.
Disclosure of Your Name .........................10
Firm Attorney /Client Privilege ...................10
Severability................. .............................10
Primacy....................... .............................10
Entire Agreement ........ .............................10
Governing Law ............ .............................11
In Conclusion .............. .............................11
THE FIRM
The "Firm" means, as the case may be,
either Squire Patton Boggs (US) LLP' or
Squire Patton Boggs (UK) LLP,z or Squire
Patton Boggs (AU),3 or Squire Patton Boggs
(MEA) LLP, 4 or when necessary or
appropriate under the law of a particular
jurisdiction, an affiliate lawfully permitted to
practice law in that jurisdiction. "Squire
Patton Boggs" is the collective trade name
for an international legal practice of which
those entities are the practising entities.
Your engagement in this instance is with the
entity 5 which sent you the cover letter
accompanying these Standard Terms. Still,
Squire Patton Boggs attorneys worldwide
are available to meet your needs and thus
Squire Patton Boggs personnel from other
Squire Patton Boggs entities may be
selected to serve you whatever Squire
Patton Boggs entity you contract with. "We"
or "us" refer not only to the entity you contract
with, but also to all Squire Patton Boggs
entities unless the context or applicable law
requires reference only to the specific entity
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
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.
5 Squire Patton Boggs 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.
SQUIRE::
PATTON BOGGS
engaged in the provision of legal or other
services. For further information please see
www.squirepaftonboggs.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.
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 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 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.
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.
SQUIRE:
PATTON BOGGS
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
3
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
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, 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
We are an international law firm with over
half of our lawyers based in Offices outside
the United States. Our clients inside and
outside the United States 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
SQUIRE:
PATTON BOGGS
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 the
Firm's 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. Further, throughout the
representation we commit that other lawyers
in the Firm 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.
Finally, we commit that after the
representation has ended 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. You
agree that these commitments entirely
replace any rule that might otherwise treat
more than 1,500 lawyers in the Firm as one
lawyer for conflicts purposes and any
imputation or vicarious treatment of
knowledge or conflicts among all lawyers in
our Firm.
For further explanation of the provision being
replaced see
4
hftps.,I/www.americanbar,or-q/croups/profess
ional responsibilitv /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.amedcanbar.or-qtqroups/profess
ional responsibility /publications /model rule
s of professional conduct/rule 1 9 duties
of former clients.html especially Comment
11 [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. The lawyers
in our Firm value their individual professional
independence and you also agree that the
interests of other clients represented by
other lawyers in the Firm 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.or,g/groups/profess
ional responsibilitv /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
SQUIRE
PATTON BOGGS
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 around the world 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 otherwise be a conflict.
Agreement by our other clients to an
R
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
SQUIRE,
PATTON BOGGS
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
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
6
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
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
SQUIRE
PATTON BOGGS
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 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
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.
M
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 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
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E
PATTON BOGGS
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.
LetterType
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
res onse
Verifying no
No- Services
work for client
US $75
during fiscal
ear
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
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 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 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
SQUIRE,
PATTON BOGGS
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
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 Patton Boggs office.
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. These fee and expense
arrangements are intended to cover
relationship expenses and to foster reliable
client service over time. We will not increase
our fee to you for the purpose of recovering
any amounts paid to such other law firm.
Other law firms with which we have
relationships are required to observe the
same restriction.
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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,
SQUIRE,
PATTON BOGGS
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.
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.
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FIRM ATTORNEY /CLIENT PRIVILEGE
If we determine during the course of the
representation that it is either necessary or
appropriate to consult with a Firm Ethics
Attorney, General Counsel, other specially
designated Firm attorney 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
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.
SQUIRE Of
PATTON BOGGS
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.
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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 Partner in Firm Management and /or an
Ethics Partner. Thank you.