HomeMy WebLinkAboutResolution #5510 - Letter of Engagement with Miller Canfield - IEPA Loan for Wastewater Treatment Plant Improvements RESOLUTION NO.5
A RESOLUTION APPROVING A LETTER OF ENGAGEMENT WITH MILLER
CANFIELD RE: CITY OF CANTON,FULTON COUNTY,ILLINOIS,ILLINOIS
ENVIRONMENTAL PROTECTION AGENCY LOAN 2025 (WASTEWATER
TREATMENT PLANT IMPROVEMENTS)
WHEREAS, the City of Canton, Illinois (the "City") intends on making certain
improvements(the"Improvements")to its existing wastewater treatment plant located at 350 West
Hickory Street, Canton,IL 61520;
WHEREAS,on February 10,2025,the City adopted Ordinance No.4446,which provides
for a loan through the Water Pollution Control Loan Program of the Illinois Environmental
Protection Agency ("IEPA")for purposes of the Improvements;
WHEREAS, for purposes of the above-described loan, it will be necessary for the City's
legal counsel to issue a legal opinion letter related to the loan to the IEPA;
WHEREAS,the Mayor and City Council have determined that it is necessary and in the
best interests of the City of Canton for City to execute the Engagement Letter, attached hereto as
"Exhibit A," for the purposes of the City's bond counsel furnishing to the City and the IEPA an
opinion regarding the validity of the financing for the loan under applicable state and federal laws.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Recitals set forth above are found to be true and correct and are hereby
incorporated and adopted as part of this Resolution;
2. The Engagement Letter with Miller Canfield, substantially in the form as attached
hereto as "Exhibit A,"is hereby APPROVED;
3. That the Mayor of the City of Canton, Illinois is hereby authorized to execute said
Engagement Letter and any other related and necessary documents, on behalf of the
City;
5.That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton,Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a special meeting this 24th day of
March, 2025, upon a roll call vote as follows:
AYES: Alderpersons Chamberlin, Grimm,Nelson,Lovell, Hale, Gossett, Ketcham, Lingenfelter
NAYS:None
ABSENT:None
APPROVED:
AT T: L'�_o
en'I McDowel ayor
Brea J. Smi Walters, City Clerk
Founded in LLE1
by Sidney Davy
Miller MICHIGAN
ILLINGIS
IELD IVEW YORK OHIO
WASHINGTON,D.C.
JAMES M.SNYDER Miller,Canfield,Paddock and Stone,P.L.C. CALIFORNIA
TEL+1.312.460.4227 227 W.Monroe Street,Suite 3600 CANADA
FAX+1.312.460.4201 Chicago,Illinois 60606 MEXICO
E-MAIL snyder@millercanfield.com TEL(312)460-4200 POLAND
FAX(312)460-4201 UKRAINE
millercanfield.com QATAR
February 6, 2025
VIA EMAIL
Ms. Crystal Wilkinson
Treasurer
City of Canton
2 North Main Street
Canton, IL 61520
Re: City of Canton,Fulton County, Illinois
Illinois Environmental Protection Agency Loan 2025
Dear Crystal:
We appreciate the opportunity to serve as your bond counsel to handle the engagement
described in this letter and appreciate the opportunity to serve you. We look forward to the
opportunity to work on this financing with you, your colleagues, and the entire financing team.
This engagement letter sets forth the scope of our services as bond counsel and the nature of our
compensation.
Scope of Engagement. We understand that we will be serving as bond counsel to the City
of Canton (the "City") in connection with its loan (the "Loan") with the Water Pollution Control
Loan Program(WPCLP) of the Illinois Environmental Protection Agency(the"IEPA"). As bond
counsel, our job is principally to render an approving opinion regarding the validity of the
financing under applicable state and federal laws. In order to do this,we will be required to furnish
to the City and to the IEPA an opinion as to the validity of the financing. Bond counsel is engaged
as a recognized expert whose primary responsibility is to render an objective validity opinion with
respect to the proceedings authorizing the Loan.
Our customary validity opinion with respect to the Loan will be executed and delivered by
us in written form on the date the Loan is approved by the IEPA and will be based upon facts and
law existing as of its date. In rendering the opinion, we will rely upon the certified proceedings
and other certifications of public officials and by other persons furnished to us without undertaking
independent verification of the information contained in the proceedings and certifications. As
bond counsel, the City is our client; therefore, all of our duties inherent to the attorney-client
relationship run to the City, and we will vigorously represent the interests of the City. However,
our representation of the City does not alter our responsibility to render an objective opinion as
bond counsel to the IEPA which will provide the Loan. Upon delivery of our validity opinion,our
responsibilities as bond counsel will be concluded with respect to the Loan.
MILLER,CANHELD,PADDOCK AND STONE,P.L.C.
Ms. Crystal Wilkinson -2- February 6,2025
We believe that the above services encompass the normal scope of bond counsel activities
in connection with the Loan. Our services as bond counsel do not include activities outside of that
norm, or the representation of the City in litigation that might arise in connection with the Loan.
Although we will assist the City with the drafting of documents,we will not,unless agreed to with
the City in writing, undertake "due diligence" with respect to the City's affairs or financial
condition or render an opinion with respect to the completeness, accuracy or fairness of the
underlying information supplied by the City to the IEPA.
Our professional responsibilities as attorneys in this matter will be limited to interpretations
of law and other legal issues and the drafting of legal documents. Our engagement includes
providing advice with respect to business matters such as the terms or structure of the Loan or the
means of generating funds to pay debt service on the Loan based solely upon our experience with
similar matters and without undertaking professional responsibility as attorneys for such advice.
In no event, of course, would we presume to assume the responsibilities of the City or the
professional responsibilities of the City's municipal advisors or any other advisor with respect to
such non-legal matters. We are not registered municipal advisors under the federal Dodd-Frank
Act.
Conflicts of Interest. We understand and agree that this may not be an exclusive
engagement and the City is free to retain any other counsel of your choosing. Except as discussed
above, we recognize that we shall be disqualified from representing any other client (i) in any
matter which is substantially related to our representation of the City as described herein and
(ii)with respect to any matter wherein confidential information furnished to us could be used to
the City's material disadvantage. We are a relatively large law firm, and we represent many other
governmental entities,companies,and individuals. It is possible that some of our present or future
clients may have interests which conflict with the City's in litigation,business transactions or other
legal matters during the time that we are representing the City. Subject to the requirements of the
Illinois Rules of Professional Responsibility which govern us, we may in the future consult with
you about our continued representation or the undertaking of a new representation of clients in any
such matter that is not substantially related to our work for the City and does not risk potential use
of confidential information to the City's material disadvantage.
Fees. As is customary in these financings, we will render one statement for professional
services upon the issuance of our validity opinion. At this time, we anticipate our fees will not
exceed $50,000. The City will compensate us for our legal services as bond counsel to the City
by the payment of a fixed fee for the Loan to be agreed upon prior to the release of our validity
opinion.
Austin Root and Shelly Scinto will be the primary Miller Canfield attorneys working with
me in connection with this engagement. We welcome this opportunity to be of service to the City
and look forward to working with you and the entire financing team.
Completion of Engagement. This engagement will terminate when we perform our last
services for you in this matter,whether or not the charges for those services have been invoiced or
MILLER,CANFIELD,PADDOCK AND STONE,P.L.C.
Ms.Crystal Wilkinson -3- February 6,2025
paid. Unless we are then representing the City in another matter, the lawyer-client relationship
between us will terminate at the same time.
Standard Terms of Engagement. Attached to this letter is a copy of our Standard Terms
of Engagement, which are incorporated by reference into this letter, apply to and govern all
engagements undertaken by the firm,and are deemed for all purposes herein to have been accepted
upon your acceptance of our services. I encourage you to read this document carefully, as it is an
integral part of our agreement with you regarding this engagement and contains important
provisions that, along with this letter, govern our relationship.
NOTE: The attached Standard Terms of Engagement contains a binding
arbitration provision. By executing this letter and agreeing to submit to
arbitration, you acknowledge that you have reviewed this provision and
understand the scope of the provision along with the advantages/disadvantages of
agreeing to arbitration.
If you have any questions about this engagement or any aspect of our work or charges, I
encourage you to contact me promptly.
Very truly yours,
Miller, Canfield,Paddock and Stone,P.L.C.
By;
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Jam/es M. Snyder v
/cme
Enclosure
AGREED AND ACCEPTED:
CITY OF CANTON,ILLINOIS
By: W &
i
Its:
MILLER,CANFIELD,PADDOCK AND STONE,P.L.C.
STANDARD TERMS OF ENGAGEMENT
Includes information provided in accordance with the Illinois Rules of Professional Conduct
This statement sets forth certain standard terms of our engagement as your lawyers in this matter.It supplements our
engagement letter with you and is an integral part of our agreement.Therefore,you should review this statement carefully and
contact us promptly if you have any questions.Unless modified in writing by mutual agreement, these terms and those in the
engagement letter will control our relationship.We suggest that you retain this statement and our engagement letter in your file.
Our engagement is also subject to and governed by the applicable rules of professional conduct.
How We Approach Our Work for You
We will perform our legal services for you in accordance with our professional judgment. Any expressions by us
concerning the outcome of your legal matters are expressions of that judgment but are not guarantees.Such advice or opinions are
necessarily limited by the facts that you and others disclose to us and the state of the law at the time our opinions are expressed.
The person or entity we represent is the person or entity identified in our engagement letter,and the word"you"in this
statement means that person or entity only.Unless we agree with you in writing,our engagement does not include representation
of any affiliates of such person or entity.For example,if you are a corporation,a partnership,or a limited liability company,our
representation of you does not include representation of any parents, subsidiaries,employees, officers, directors, shareholders,
members or partners.If you are a trade association or other voluntary organization,our engagement does not include representing
any of your members.If you are an individual,our representation does not include your spouse or other family members.If you
believe this engagement includes additional entities or persons as our clients,you should inform us immediately and ask us to
include those persons in our engagement letter.
Our work depends on your cooperation. Thus,you agree that you will be truthful,will preserve all relevant evidence,
and will provide the firm with all information,records,documents,and personnel assistance as the firm deems necessary to perform
its work,particularly in matters that require timely responses from you in order to meet deadlines. You also agree to provide and
promptly update contact and other relevant information and to notify the firm of any corporate mergers or acquisitions that could
affect our ability or willingness to continue our representation of you.
Who Will Provide the Legal Services?
Customarily,each client of the firm is served by a principal attorney contact.The principal attorney should be someone
in whom you have confidence and with whom you enjoy working.You are free to request a change of principal attorney at any
time.Subject to the supervisory role of the principal attorney,your work or parts of it may be performed by other lawyers and legal
assistants in the firm.Such delegation may be for the purpose of involving lawyers or legal assistants with special expertise in a
given area or for the purpose of providing services on the most efficient and timely basis.
How Our Fees Will Be Set
Generally,our fees are based on the time spent by the lawyers and paralegal personnel who work on your matter.We
will charge for all time spent performing professional services for you including, by way of illustration,telephone and office
conferences with you,your representatives,consultants,opposing counsel,and others;conferences among our legal and paralegal
personnel;factual investigation;legal research;drafting letters,agreements,pleadings,briefs,and other documents;responding to
requests by your auditors;and travel. We will keep accurate records of the time we devote to your work.If you have insurance
relating to the matter on which you have engaged us,and your insurance carrier pays less than the rates on which we have agreed
or declines to pay for any matter on which you have engaged us,you agree to pay the difference.
The hourly rates of our lawyers and legal assistants are reviewed and adjusted periodically on a firm-wide basis to reflect
current levels of legal experience,changes in overhead costs,and other factors.Because these changes are made on a firm-wide
basis,we customarily do not inform each client of the specific changes in the hourly rates of the personnel working on their matters.
However,the rates charged by our personnel will be reflected on the invoices we send you,and we encourage you to raise promptly
any questions you may have regarding our rates and any changes to them.
From time to time,you may request,and we may furnish estimates of legal fees and other charges that we anticipate will
be incurred in representing you.Due to a wide range of variables,many of which are unforeseeable,these estimates are by their
nature inexact and cannot be considered as limitations on the fees we will charge.The actual fees and charges ultimately billed
may vary from such estimates.
With your advance written agreement,the fees ultimately charged may be based upon a number of factors,including:the
time and effort required,the novelty and complexity of the issues presented,the value of the services to you,the amount of money
or value of property involved,the results obtained,and the time constraints imposed by you and other circumstances,such as an
emergency closing or the need for injunctive relief from a court.
For certain well-defined services and special circumstances,we will,if requested,quote a flat fee.In all such situations,
both the amount of the fee and the scope of the services to be provided must be expressed in the engagement letter.In appropriate
circumstances,we may agree to provide legal services on a contingent fee basis.The terms of any contingent fee representation
must be set forth in the engagement letter.
Additional Charges
In addition to our fees,our invoices will include charges for expenses incurred in the performance of our legal services.
Generally, charges which reflect the use of resources provided by outside vendors (courier services, court reporters, etc.) are
charged at the vendor's charge to us without markup.Certain other charges reflect the utilization of firm resources or involve an
integral combination of firm's resources and outside vendors(photocopying,computer research,etc.).These services are charged
at standard rates which encompass both the direct vendor charge and an amount equal to the firm's estimate of an appropriate charge
for the firm resources allocated to the service.While these charges may not match the firm's exact cost of providing these services
in each instance,we believe that these charges are fair and generally comparable to the charges made by other firms for similar
services.The current basis for these charges is set forth below.The firm will review this schedule of charges on an annual basis
and adjust them to take into account changes in the firm's costs and other factors.
Photocopying:The firm charges$.10 per page.
Computer Research: The firm uses computer assisted research services such as Westlaw. We charge for computer
research at 80%of the retail rates published by the computer assisted research services.We believe that this charge compensates
the firm for providing support and ancillary services yet provides these services to our clients at a discount from retail prices.
Mail:Clients are charged the actual cost of postage for the U.S.Postal Service and foreign postal carriers,as well as the
actual cost of air express couriers.
Overtime:Staff overtime is charged only when required by the time constraints of the specific project.
Facsimile:The firm reserves the right to charge up to$1.00 per page for outgoing faxes,which includes all telephone
costs.There is no charge for incoming faxes.
Telephone Calls:The firm does not charge for local or long-distance calls made or received at our office locations via
land line.In cases in which a substantial number of cellular telephone calls are required in an engagement,the firm may pass on
the cost of such calls charged to the subscriber.
Travel-Related Expenses: Airfare,meals, and related travel expenses are charged to you at the firm's actual,out-of-
pocket cost.Automobile mileage is charged at the IRS approved rate.Credits earned under the Frequent Flyer Programs accrue to
the individual traveler and not to the firm or you.
Firm Messengers:Walking messenger trips are charged at a flat rate per delivery.Driving messenger trips are charged
at the firm's standard automobile mileage charge plus parking and toll charges if imposed.
Other Costs: The firm charges actual disbursements for third-party services like court reporters, expert witnesses,
database services,and the like.
Unless special arrangements are otherwise made,payment of the fees and expenses charged by others(such as experts,
investigators,consultants and court reporters)will be your responsibility and billed directly to you.All invoices in excess of$1000
will be forwarded to you for direct payment unless other payment arrangements are made with us in advance.
Consent to Use of Digital/Electronic Communication and Cloud Services
To provide you with efficient and convenient legal services, the firm will frequently communicate and transmit
documents using electronic mail(e-mail), secure digital file transfer, or other digital or electronic means. Because digital and
electronic communication continues to evolve, there may be risks communicating in this manner, including risks related to
confidentiality and security. You have considered these risks and have consented to our use of digital or electronic communication.
In addition,the firm may rely on cloud computing services with servers located in a facility other than our offices. If so,the firm's
electronic data, including emails and documents, will be stored in these servers. You understand and agree to having your
communications,documents and other information stored via cloud-based services.
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Electronically Stored Information
If it becomes necessary to collect,review or produce a collection of discovery or other matter-related information,you
expressly agree to compensate the firm for the additional costs incurred. Such information may be in hard copy form or
electronically stored("ESI").Such costs may include,but will not be limited to,forensic investigations, information collection,
hard copy document scanning,ESI processing,use of a hosted review/production platform,and encrypted storage devices(when
dictated by regulatory requirements).
In this digital age, we believe it is valuable to you to help manage some of these costs. Accordingly,we offer ESI
processing(the preparation of information for review)and the use of an industry leading review/production platform at rates less
than that typically charged by third party vendors.The firm's current charge for ESI processing is up to$50.00 per gigabyte(GB)
for each collection of ESI submitted.The firm's current charge for use of a hosted review/production platform can vary from
$4.00 per GB to$50.00 per GB,per month(depending on the platform operation)and applies while the information remains on
the platform. The firm may also charge for client-approved external users'access to the platform at a pass-through rate of$200
per user,per month as long as the external user has access to the platform. These charges may increase from time to time and if
so,the firm agrees to provide advanced notification of any increase.
Payment
Our billing rates are based on the assumption of prompt payment.Consequently,unless other arrangements are made,
fees for services and other charges will be billed monthly and are payable within thirty days of receipt.We reserve the right to
charge interest at the maximum legally permissible rate up to 1%per month or 12%per annum on amounts past due. If you have
provided the firm with a retainer,you agree that the retainer,or any client funds that we may hold for you(at our discretion),will
be stored in our client trust account located in Michigan. Any retainer will either be held in security for our final fees and expenses
or the firm will draw against the retainer to satisfy monthly amounts owed by you.
To secure payment of the firm's fees and expenses and to induce the fine to provide and continue to provide legal
services,you grant the firm all general,possessory and retaining liens and special and charging liens permitted by law,including
liens on the files and property now or hereafter in the firm's possession and on any recovery obtained in connection with our
engagement.You specifically grant the firm a lien on any recovery obtained from any source whatsoever for or relating to any
claims asserted in litigation or in connection with the engagement,regardless of whether the recovery is the result of settlement,
mediation,arbitration,judgment,or otherwise.The Iiens granted shall survive termination of our agreement with you.
Representation in Other Matters
We are a relatively large law firm,and we represent many other companies and individuals.It is possible that,during the
time that we are representing you or afterward,the interests of another client of the firm may require the assertion in litigation,
business transactions,or other legal matters of positions which conflict with yours.This includes,but is not limited to,matters in
which we represent entities that are competing for,or seeking to obtain or enforce an interest in,a limited pool of resources(e.g.,
foreclosure of a mortgage or issuance of licenses).Additionally,subject to the requirements of the rules of professional conduct
which govern us,you agree that our representation of you in this matter will not disqualify the firm from opposing you in other
matters,including litigation or other dispute resolution proceedings,that are unrelated to the subject matter of this representation.
You waive any conflict of interest with respect to the assertion of positions and the undertaking of unrelated, but adverse,
representations described in the previous sentences.You also agree that we may disclose to prospective clients the general nature
of this engagement with you and the fact that you have acknowledged our ability to undertake engagements of the type described
above.We will not,of course,use to your disadvantage any proprietary or confidential information we acquire from you as a result
of our representation of you in this or other matters.
Attorney-Client Privilege
Sometimes in the course of our representation of clients,we confront ethical or other legal issues that require that we
seek the advice of an attorney,either one of our own attorneys or an attorney from another firm.As part of our agreement regarding
your representation by the firm,you agree that such discussions,whether they occur during or after our engagement,are protected
by the attorney-client privilege.
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Termination of Engagement
Our engagement as your attorneys terminates upon our completion of the services you have retained us to perform,
whether or not our final invoice has been rendered or paid.If you later retain us to perform fiuther or additional services,our
attorney-client relationship will begin again with the signing of a new engagement letter.
You may terminate our engagement with or without cause at any time on by notifying us of your decision to do so.
Termination of our services will not affect your responsibility to pay for services rendered and expenses and other charges incurred
up to the date when we receive notice of termination, and for any further work required of us in order to facilitate an orderly
turnover of matters in process at the time of termination.
We may terminate our engagement for any of the reasons permitted under the rules of professional conduct which govern
us,including:your failure to pay our invoices promptly,misrepresentation of(or failure to disclose)any material facts,action taken
contrary to our advice,or any other conduct or situation that in our judgment impairs an effective attorney-client relationship between
us or presents conflicts with our professional responsibilities.This includes conduct that,in our view,is abusive or harasses firm
personnel. Subject to the rules of professional conduct which govem us,we may also terminate our engagement by reason of your
failure to abide by your consent to our representation of a client in accordance with the terms of the section entitled"Representation in
Other Matters"above.If required,we will request a stipulation executed by you allowing us to withdraw as attorney of record in any
judicial,arbitration,or similar proceedings.We may also apply for a court order approving our withdrawal from representing you,and
you agree in advance to our withdrawal.
Subsequent Engagements
If,during this engagement or thereafter,you retain us for an additional engagement,it will be presumed,absent a written
agreement between us to the contrary,that the terms and conditions contained in this document will apply to such subsequent
engagements.
Corporate Transparency Act
Unless otherwise and expressly stated in the engagement letter,we are not being retained and our acceptance of an
engagement is not an undertaking to form or register any entity on the Client's behalf. Moreover,unless we otherwise and expressly
agree to do so in the written engagement letter,we are not responsible for providing the Client or any other person or entity with
any review,advice,or guidance in connection with the Corporate Transparency Act(CTA)or their obligations thereunder,or for
preparing,reviewing,submitting,updating,or correcting any report or submission under the CTA. Nor do we agree to update or
correct the beneficial owner information for the Client or any other person or entity without a separate written engagement letter
signed by an authorized representative of the firm and the Client. These disclaimers apply even if our scope of engagement
generally or specifically contemplates,or we are in possession of or become aware of,facts or information that do or may result in
changes in the Client's or any other person or entity's beneficial owner(s).
Money Laundering and Notifications to Authorities
Laws or applicable regulators in many jurisdictions in which we operate require us to establish and utilize procedures
and processes to prevent money laundering. If we know or suspect(or have grounds to suspect)that a matter or transaction involves
money laundering,then we may,in accordance with our obligations under applicable statutes and regulations,be required to make
certain disclosures to the relevant regulatory authorities and/or notify them of our knowledge or suspicion. Depending on the
circumstances,we may not be able to,and will not,seek your consent to make any such disclosure or otherwise inform you that
we have made such a notification. We are not assuming,and do not accept,any liability for any loss or damage you may suffer by,
as a result of�or otherwise in connection with,any actions we take in good faith to comply with all applicable anti-money laundering
legislation or other statutory or regulatory obligations to which we may be subject.In connection with our duties to comply with
any anti-money laundering or other corporate due diligence requirements,we will charge you in accordance with the generally
applicable terms of our engagement. Your failure to comply with these requirements or to cooperate with or assist us with our
obligations under these requirements is grounds for us to terminate our relationship with you and to stop work on all matters we
are handling on your behalf.
Alternative Dispute Resolution:Mandatory Arbitration
Should any dispute arise concerning the services provided to you by us or the charges we make for those services and
related expenses,you and we shall first try in good faith to settle the dispute directly.If the dispute is not resolved, it shall be
submitted to third party neutral facilitation in accordance with the mediation rules of the American Arbitration Association.If the
dispute is not resolved through mediation,the dispute shall be settled by binding,private arbitration in accordance with the laws of
the State of Michigan.The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association except as modified here and with the understanding that the American Arbitration Association will
designate, if requested, arbitrators who have experience with the claims at issue. Judgment upon the award rendered by the
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arbitrators may be entered in any court of record having jurisdiction thereof.The mediation and arbitration proceedings,including
any hearings,shall be held in the Detroit metropolitan area.Both you and we agree that neither of us is entitled to or shall request
or claim punitive or exemplary damages and that the arbitrators shall not have the authority to award punitive or exemplary damages
or any other damages in excess of actual pecuniary damages.
By agreeing to participate in arbitration of any disputes regarding our services,you understand and agree that you are
waiving the right to a jury trial, the right to broad discovery, and the right to an appeal on the merits. You are agreeing to
confidentiality of proceedings and to share financial responsibility for the costs associated with the arbitration(including but not
limited to the arbitrator(s)' compensation and any administrative fees). The scope of this agreement includes any and all claims
and/or disputes arising from the services provided to you, including, but not limited to, fee disputes and claims of professional
negligence.However,nothing in this provision is intended to restrict your right to report unethical conduct.If you advise us in writing
that you do not agree to mandatory arbitration,you are not prohibited from agreeing to arbitrate in the future and acknowledge that in
certain circumstances,arbitration can be more efficient,expeditious,and inexpensive than courtroom litigation.
Client Documents
We will maintain any documents you furnish to us in our client file(or files)for this matter.At the conclusion of the
matter(or earlier,if appropriate),it is your obligation to advise us as to which,if any,of the documents in our files you wish us to
turn over to you.These documents will be delivered to you within a reasonable time after receipt of payment for outstanding fees
and costs.We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance
with our record retention program schedule then in effect.
We are not advising you with respect to this statement of the terms of our engagement.If you wish advice,you should
consult independent counsel of your choice.
43300033.3/088888.05278
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