HomeMy WebLinkAboutReso 54-2020 (20-287)File Number: 20-287
City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 54-2020
Enactment Number: RES 54-2020
RESOLUTION APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A LETTER OF ENGAGEMENT WITH
SQUIRE PATTON BOGGS TO EXTEND AN EXISTING
CONTRACT FOR NATIONAL ADVOCACY AND POLICY
SERVICES, FOR A TERM THROUGH JUNE 2021 AND FOR AN
AMOUNT NOT TO EXCEED $90,000.
WHEREAS, the firm Squire Patton Boggs has provided the City of South San Francisco ("City") with
national advocacy and policy services since 2017; and
WHEREAS, the City entered into agreements with the Washington, D.C. firm with the purpose of
engaging a federal government relations advocate to assist the City on pending and future federal issues;
and
WHEREAS, Squire Patton Boggs has provided technical assistance and advocacy as the City developed
a memorandum of understanding (MOU) with the U.S. Army Corps of Engineers (USACE) relative to
sea level rise; the City's sea level rise project is approved by USACE and included in the Water
Resources Development Act (WRDA); and
WHEREAS, regularly provided staff with notice of federal grant funding opportunities with key
deadlines and summaries; and
WHEREAS, Federal advocacy for local government financial assistance related to COVID-19 including
real time information relating to all federal stimulus packages and potential relief for local governments;
and
WHEREAS, Squire Patton Boggs continues to advocate on Sea Level Rise work including advocacy
with the U.S. Army Corps of Engineers; and
WHEREAS, these services would continue to benefit the City, particularly during the COVID-19 crisis
and the accompanying need for the City to obtain funding and related assistance; and
WHEREAS, staff recommends executing an Engagement Letter, attached hereto and incorporated herein
as Exhibit A, with Squire Patton Boggs to extend the 2017 contract through June 2021, for a
not -to -exceed amount of $90,000 for the 2020-2021 extension.
THEREFORE BE IT RESOLVED by the City Council of South San Francisco that the City Council
hereby take the following actions:
City of South San Francisco Page 1
File Number. 20-287
Enactment Number. RES 54-2020
1. Approves the proposed Engagement Letter with Squire Patton Boggs, attached hereto and
incorporated herein as Exhibit A, to extend the existing contractual agreement through June
2021 for an amount not to exceed $90,000 during the 2020-2021 extension.
2. Authorizes the City Manager to execute the Engagement Letter in Exhibit A with Squire
Patton Boggs, subject to approval as to form by the City Attorney.
At a meeting of the City Council on 5/13/2020, a motion was made by Vice Mayor Addiego, seconded by
Councilmember Nagales, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by �-Ik4o 4VU*' 1
4sa Govea Acosta, City Clerk
City of South San Francisco Page 2
SQUIRE 04
PATTON BOGGS
April 24, 2020
VIA EMAIL
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
squ irepattonboggs.com
This will confirm our agreement to extend the term of our engagement until June 30, 2021 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 $90,000, plus disbursements in a total not to exceed
the amount of $110,500 for July 1, 2020 to June 30, 2021 for a total of $350,500. 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
By:
Mike Futrell
City Manager
Enclosure
45 Offices in 20 Countries
Date: April_, 2020
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.
010-9056-6082/1 /AMERICAS
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...................................................12
Severability..............................................12
010-9056-608211 /AMERICAS
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, 2 Squire Patton
Boggs (AU),3 or Squire Patton Boggs (MEA)
LLP, 4 and/or an affiliate listed at
hftr)s://www.souirei)aftonboaas.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
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, EC21V! 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.
SQUIRE
PATTON BOGGS
entity-' which sent you these Standard
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
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.
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 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 e-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.
2
SQUIRE'.,
PATTON BOGGS
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.
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
SQUIRM,
PATTON BOGGS
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 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
SQUIRE::
PATTON BOGGS
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.orQtgroups/profess
Tonal 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
hftps://www.americanbar.orqtciroups/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
hftps://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
'47
SQUIRE-
PATTON BOGGS
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 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
6
SQUIREC:
PATTON BOGGS
representation, unless there is clear and
convincing evidence of our mutual
understanding that the representation has
not come to an end. After termination, if we
choose to perform administrative or limited
filing services on your behalf, including but
not limited to receiving and advising you of
a notice under a contract, lease, consent
order, or other document with continuing
effect, or filing routine or repeated
submissions or renewals in intellectual
property or other matters, or advising you to
take action, our representation of you lasts
only for the brief period in which our task is
performed, unless you retain us in writing at
that time to perform further or additional
services. After termination, if you later
retain us to perform further or additional
services, our attorney-client relationship will
commence again subject to these terms of
engagement unless we both change the
terms in writing at that time. Following
termination of our representation, changes
may occur in applicable laws that could
impact your future rights and liabilities.
Unless you actually engage us in writing to
provide additional advice on issues arising
from the matter after its completion, 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 attorney-client or any other legal
professional privilege (in which case we will
to the extent that circumstances permit
make reasonable efforts to inform you of the
requirement made upon us and give you the
opportunity to waive privilege).
HOW WE SET OUR FEES
Unless another basis for billing is
established in this engagement agreement,
we will bill you monthly for the professional
fees of attorneys, paralegals, and other
personnel incurred on your behalf based on
their applicable rates and the number of
hours they devote to your representation.
Overall fees will be in accord with the
factors in the applicable rules governing
professional responsibility. The billing rates
of the personnel initially assigned to your
representation are generally specified in the
accompanying engagement letter. The
billing rates of our attorneys, 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
SQUIRE
PATTON BOGGS
activity is controlled by the opposing parties
and the Judge, Arbitrator or other decision -
maker. Accordingly, such an estimate or
proposal carries the understanding that,
unless we agree otherwise in writing, it does
not represent a maximum, minimum, or
fixed fee quotation. The ultimate cost
frequently is more or less than the amount
estimated. Accordingly, we have made no
commitment to you concerning the
maximum fees and costs that will be
necessary to resolve or complete this
matter. We will not be obliged to continue
work if the fees or other charges accrued on
a matter reach an estimate previously given
and a revised estimate cannot be agreed. It
is also expressly understood that payment
of our fees and charges is in no way
contingent on the ultimate outcome of the
matter.
OTHER CHARGES
As an adjunct to providing legal services,
we may incur and pay a variety of charges
on your behalf or charge for certain ancillary
support services. Whenever we incur such
charges on your behalf or charge for such
ancillary support services, we bill them to
you separately or arrange for them to be
billed to you directly. We may also require
an advance payment from you for such
charges. These charges typically relate to
long-distance telephone calls; messenger,
courier, and express delivery services;
facsimile and similar communications;
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.
Letter Type
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
work for client
US $75
during fiscal
year
SQUIRE::
PATTON BOGGS
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.
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, if your account becomes
delinquent and satisfactory payment terms
are not arranged, we may postpone or defer
providing additional services or withdraw, or
seek to withdraw, from the representation
consistent with applicable rules. You will
remain responsible for payment of our legal
fees rendered and charges incurred prior to
such withdrawal.
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
SQUIRE
PATTON BOGGS
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.
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
10
SQUIRE:
PATTON BOGGS
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).
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
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
W
SQUIRE
PATTON BOGGS
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
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
12
SQUIRE:
PATTON BOGGS
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.
13